wtba-20260217

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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WEST BANCORPORATION, INC.

(Name of Registrant as Specified in its Charter)

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LETTER TO STOCKHOLDERS

March 3, 2026

Dear Stockholders:

On behalf of the Board of Directors and named executive officers of West Bancorporation, Inc. (the “Company”), we invite you to join us in person for our Annual Meeting of Stockholders (the “Annual Meeting”). This meeting will be held at our corporate headquarters at 3330 Westown Parkway, West Des Moines, Iowa 50266 at 4:00 p.m. Central time on April 23, 2026.

We will review the progress of the Company and answer stockholder questions during the meeting. If a quorum of stockholders is represented at the meeting we will: elect directors; vote on the approval, on a nonbinding basis, of the 2025 compensation of the named executive officers; ratify the appointment of RSM US LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2026; and address all other matters that may properly come before the Annual Meeting and any adjournments.

We are using the Securities and Exchange Commission rule that allows us to furnish our proxy statement, Annual Report on Form 10-K for the year ended December 31, 2025 and the proxy card to stockholders over the internet. This means our stockholders will receive only a paper copy of a notice containing instructions on how to access proxy materials over the internet. This proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025 are available at ir.westbankstrong.com. If you receive the notice but would still like to request paper copies of the proxy materials, please follow the instructions on the notice. By delivering proxy materials electronically to our stockholders, we can reduce the costs of printing and mailing our proxy materials. The notice is first being mailed to stockholders, and we intend to provide access to the proxy materials to the stockholders of record, beginning on or about March 3, 2026.

Your vote is important to us. Whether or not you plan to attend the Annual Meeting, we urge you to vote in advance of the Annual Meeting by following the instructions on your Notice of Internet Availability or proxy card, as applicable.

Thank you for your interest in our Company.

Sincerely,


/s/ Sean P. McMurray						/s/ David D. Nelson
Sean P. McMurray						David D. Nelson
Board Chair						President and Chief Executive Officer
West Bancorporation, Inc.						West Bancorporation, Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


MEETING INFORMATION

Meeting Date

Time

Location

Record Date

Thursday, April 23, 2026

4:00 p.m. Central time

3330 Westown Parkway

February 13, 2026

West Des Moines, IA 50266


ITEMS OF BUSINESS

Item

Proposal

Board Recommendation

The election of 8 directors to serve on the Board of Directors until the next annual meeting of stockholders and until their successors are elected and qualified;

ü FOR all nominees

The approval, on a nonbinding basis, of the 2025 compensation of the named executive officers disclosed in the proxy statement;

ü FOR

The ratification of the appointment of RSM US LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2026; and

ü FOR

All other matters that may properly come before the Annual Meeting and any adjournments or postponements thereof.


HOW TO VOTE

Online

Mobile Devices

Phone

Mail

Before the meeting:
www.proxyvote.com

Scan the QR Barcode on your proxy materials.

1-800-690-6903

If you request to receive your proxy materials by mail, sign, date and return your proxy card in the envelope provided.

For the Board of Directors,

/s/ Sean P. McMurray

Board Chair

West Bancorporation, Inc.

West Des Moines, IA

March 3, 2026

Whether or not you plan to attend the Annual Meeting, we urge you to vote in advance of the Annual Meeting by following the instructions on your Notice of Internet Availability or proxy card, as applicable.

PROXY SUMMARY

This summary highlights selected information about the matters to be voted on at the Annual Meeting. You should read the entire proxy statement before voting. For more information regarding the Company’s 2025 performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.


PROPOSAL 1	ELECTION OF DIRECTORS
	ü	The Board recommends a vote “FOR” each of the nominees listed in the table below.

Committee

Director Nominees

Age

Director Since

Principal Occupation

Location

NCG

Lisa J. Elming

2021

Retired

Johnston, IA

Steven K. Gaer

2011

President, Recoop Disaster Insurance

West Des Moines, IA

Douglas R. Gulling

2022

Retired, Former Chief Financial Officer, Executive Vice President, Treasurer of the Company and Chief Financial Officer, Executive Vice President of West Bank

Urbandale, IA

Sean P. McMurray

2013

Chief Technology Officer - Emeritus, Businessolver, Inc.

Clive, IA

David D. Nelson

2010

Chief Executive Officer and President of the Company, and
Chair and Chief Executive Officer of West Bank

West Des Moines, IA

Rosemary Parson

2022

Chief Administrative Officer, EquiTrust Life Insurance Company

Urbandale, IA

John K. Sorensen

2025

Retired

West Des Moines, IA

Therese M. Vaughan

2019

Retired

West Des Moines, IA

AC = Audit Committee; CC = Compensation Committee; NCG = Nominating and Corporate Governance Committee;

RC = Risk Management and Information Technology Committee; C = Chair; M = Member.

^ Dr. Vaughan is anticipated to become Chair of the Audit Committee after the Annual Meeting. The current Chair of the Audit Committee is Mr. James W. Noyce who will retire from the Board at the Annual Meeting and will not be seeking re-election.

The Board has determined that all director nominees are independent, except for Mr. Nelson and Mr. Gulling. Mr. Nelson is not independent because he is the Chief Executive Officer (the “CEO”) and President of the Company and Chair and Chief Executive Officer of West Bank. Mr. Gulling is not independent because he is the retired, former Chief Financial Officer, Executive Vice President and Treasurer of the Company and was a non-executive employee of West Bank from January 2022 through April 2024 with primary duties related to the construction of the new headquarters building in West Des Moines, Iowa. Mr. Gulling further consulted with West Bank on completion of the headquarters construction project through July 2024.

PROXY SUMMARY

COMPANY DIRECTOR SNAPSHOT

CORPORATE GOVERNANCE HIGHLIGHTS


ü			The positions of Chair and Chief Executive Officer are separately held.
ü			Our Chair is independent.
ü			We impose a director age limit of 73.
ü			Only independent directors serve on the Audit, Compensation, and Nominating and Corporate Governance committees of the Board.
ü			Directors and named executive officers (“NEOs”) are required to hold Company stock.
ü			Executive sessions of the independent directors are available at all Board meetings and are scheduled at least four times per year.
ü			Board and committee performance evaluations are completed annually.
ü			Ongoing and active risk oversight is performed by a separate Risk Management and Information Technology Committee.
ü			We consider diversity of skills, backgrounds, and perspectives, including diversity with respect to gender, ethnicity and areas of expertise in Board composition.
ü			Directors have a variety of experiences and skills that match the Company’s strategic direction and are important parts of the Board’s oversight of the Company.
ü			The Board and its committees have access to independent experts and advisors.
ü			The Compensation Committee utilizes the services of an independent compensation consultant.

PROXY SUMMARY


PROPOSAL 2	APPROVE THE 2025 COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
	ü	The Board recommends a vote “FOR” this proposal.

In consultation with a third-party compensation consultant, McLagan, a unit of Aon PLC, the Company structured its 2025 executive compensation program to align with stockholder interests and the long-term interests of the Company, appropriately balance risk and reward, and attract and retain a talented executive team. The executive compensation program principles include pay-for-performance, a balanced mix of fixed and at-risk compensation and market-competitive pay opportunities. The target total direct compensation mix evidences a strong pay-for-performance culture with a significant amount of named executive officer pay at-risk.

2025 EXECUTIVE COMPENSATION HIGHLIGHTS

Element

Base Salary

Annual Cash Incentives

Long-Term Equity Incentives

Highlights

•Fixed compensation set to be competitive within our industry.

•Adjusted annually based on numerous factors, including scope of an executive officer’s responsibilities, demonstrated performance and relevant market data.

• NEO base salaries increased 3% from 2024 to 2025.

•Annual cash bonus opportunity intended to motivate and reward executives for the achievement of certain business goals and strategies.

•Primarily based on:

•the Company’s positive net income and

•the Company’s performance relative to its peer group based on return on average equity, efficiency ratio and nonperforming assets ratio.

•There were no changes made to the target amount of cash bonus from 2024 to 2025. The CEO’s target cash bonus is 60 percent of base salary. Other NEOs’ target cash bonus is 40 percent of base salary.

•Award of time-based and performance-based RSUs that incentivize executives to deliver long-term value, while also providing a retention vehicle for our executives.

•Grants for our NEOs were 50 percent performance-based and 50 percent time-based RSUs.

•Time-based RSUs vest ratably over five years.

•Performance-based RSUs cliff vest at the end of three years in accordance with the award performance criteria.

PROXY SUMMARY

COMPENSATION PROGRAM HIGHLIGHTS


ü			We pay for performance.
ü			We align executives’ financial interests with stockholders’ interests whenever possible.
ü			Our programs support the Company’s and West Bank’s values, strategy and development of employees.
ü			Our compensation practices foster a team approach among named executive officers.
ü			Our compensation practices help us attract and retain leaders capable of delivering superior business results.
ü			We provide competitive cash and total compensation opportunities and benefits compared to peers.
ü			Our Compensation Committee members are all independent.
ü			Named executive officers are subject to meaningful share ownership and retention requirements.

2025 BUSINESS HIGHLIGHTS



$32,560	$1.92	$1.00	13.47%	54.11%	0.00%
Net Income (in thousands)	Diluted Earnings Per Share	Dividends Per Share	Return On Average Equity	Efficiency Ratio	Nonperforming Assets Ratio


PROPOSAL 3	RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
	ü	The Board recommends a vote “FOR” this proposal.

The Audit Committee of the Board has reappointed RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm for the year ending December 31, 2026. RSM will conduct the annual audit of the Company and its subsidiaries for 2026. RSM has served as the Company’s independent registered public accounting firm since 1998. The Company is asking its stockholders to ratify the appointment of RSM as the Company’s independent registered public accounting firm for 2026.

WEST BANCORPORATION, INC.

3330 Westown Parkway

West Des Moines, Iowa 50266

PROXY STATEMENT

2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on April 23, 2026

This proxy statement is being furnished to our stockholders in connection with the solicitation by the Board of Directors (the “Board”) of West Bancorporation, Inc. (the “Company”) of proxies to be used at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The meeting will be held at the Company’s headquarters located at 3330 Westown Parkway, West Des Moines, Iowa on April 23, 2026, at 4:00 p.m. Central time, and at any and all adjournments thereof. Copies of the Company’s 2025 summary annual report to stockholders and Annual Report on Form 10-K, including our consolidated financial statements for the fiscal year ended December 31, 2025, accompany this proxy statement. This proxy statement, form of proxy card, and other accompanying materials are first being provided to stockholders on or about March 3, 2026.

We are using the Securities and Exchange Commission (“SEC”) rule that allows us to furnish our proxy statement, Annual Report on Form 10-K for the year ended December 31, 2025 and the proxy card to stockholders over the internet. This means our stockholders will receive only a notice containing instructions on how to access proxy materials over the internet. If you receive the notice but would still like to request paper copies of the proxy materials, please follow the instructions on the notice.

2026 Proxy Statement | 1


PROXY STATEMENT TABLE OF CONTENTS

PROPOSAL 1. ELECTION OF DIRECTORS			3
GOVERNANCE AND BOARD OF DIRECTORS			10
General			10
Board Leadership Structure			11
Committees of the Board of Directors			11
Board’s Role in Risk Oversight			15
Code of Ethics			16
Corporate Responsibility			16
Stockholder Engagement			16
Director Compensation			17
Executive Officers of the Company			18
Security Ownership of Certain Beneficial Owners and Executive Officers			20
Other Beneficial Owners			21
Section 16 Reporting			21

EXECUTIVE COMPENSATION			22
Compensation Discussion & Analysis			22
Compensation Committee Report			34
Summary Compensation Table			35
Grants of Plan-Based Awards			36
Outstanding Equity Awards at Fiscal Year-End			37
Option Exercises and Stock Vested			38
Nonqualified Deferred Compensation			38
Potential Payments Upon Termination or Change in Control			39
CEO Pay Ratio			42
Pay Versus Performance			43
Compensation Committee Interlocks and Insider Participation			45

PROPOSAL 2. APPROVE THE 2025 COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS			46

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES			47

PROPOSAL 3. RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			47
Audit Fees			48
Audit Committee Report			48

GENERAL MATTERS			49
Questions and Answers			49
Certain Relationships and Related Transactions			52
2027 Stockholder Proposals			53
Stockholder Communications			54

2026 Proxy Statement | 2


PROPOSAL 1	ELECTION OF DIRECTORS
	ü	The Board recommends a vote “FOR” each of the nominees listed in the table below. Properly executed proxies will be voted “FOR” the election of the listed individuals, unless contrary instructions are given.

On an annual basis, the Nominating and Corporate Governance Committee engages in a process to identify and evaluate director nominees. Current members of the Board with the skills and experience that are relevant to the Company’s business and who are willing to continue in service are first considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. The Board has a policy that no Board member should be nominated for election to the Board who has attained or will attain the age of 73 years on or before the date of the forthcoming annual stockholders’ meeting and election of directors. If any member of the Board has or will attain the age of 73 years or otherwise does not wish to continue in service, or if either the Nominating and Corporate Governance Committee or the Board decides not to re-nominate a member for re-election, the Nominating and Corporate Governance Committee would evaluate the size of the Board, consider suggestions for director candidates from all Board members, and may consider candidates submitted by stockholders.

The Nominating and Corporate Governance Committee reviewed the composition of the existing Board, giving specific attention to the questions of the ideal size of the Board and how many insiders should be permitted on the Board. The Nominating and Corporate Governance Committee determined that it was in the best interests of the stockholders to continue the model of having only one current member of management, the CEO, on the Board in order to clearly differentiate the roles of the Board and management.

The Nominating and Corporate Governance Committee recommended to the Board that Lisa J. Elming, Steven K. Gaer, Douglas R. Gulling, Sean P. McMurray, David D. Nelson, Rosemary Parson, John K. Sorensen and Therese M. Vaughan should be nominated for re-election to the Board at the Annual Meeting. The Board accepted these recommendations.

The term for directors is until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation, removal from office, death or incapacitation. If any nominee or nominees become unavailable for election, it is intended that the size of the Board will be reduced accordingly. The Company’s Amended and Restated Bylaws (the “Bylaws”) provide that the number of directors of the Company shall not be less than 5 nor greater than 15.

Directors will be elected by a plurality of the votes cast by the shares entitled to vote at the Annual Meeting. Any stockholder has the option to withhold authority to vote for any or all nominees. Votes withheld from any nominee and broker non-votes will have no effect on the election of directors, due to the fact that such elections are by a plurality of the votes cast. Proxies cannot be voted for more than the 8 nominees.

Information concerning the nominees, including their ages, year first elected as a director of the Company, principal occupation, current assignments on Company committees and description of experience are set forth below. Unless otherwise noted, the nominees have been employed in their principal occupation with the same organization for at least the last five years.

2026 Proxy Statement | 3

Director Nominees

Age

Director Since

Independent

Principal Occupation

Location

Lisa J. Elming

2021

Yes

Retired

Johnston, IA

Steven K. Gaer

2011

Yes

President, Recoop Disaster Insurance

West Des Moines, IA

Douglas R. Gulling

2022

Retired, Former Chief Financial Officer, Executive Vice President, Treasurer of the Company and Chief Financial Officer, Executive Vice President of West Bank

Urbandale, IA

Sean P. McMurray

2013

Yes

Chief Technology Officer - Emeritus, Businessolver, Inc.

Clive, IA

David D. Nelson

2010

Chief Executive Officer and President of the Company, and
Chair and Chief Executive Officer of West Bank

West Des Moines, IA

Rosemary Parson

2022

Yes

Chief Administrative Officer, EquiTrust Life Insurance Company

Urbandale, IA

John K. Sorensen

2025

Yes

Retired

West Des Moines, IA

Therese M. Vaughan

2019

Yes

Retired

West Des Moines, IA


	LISA J. ELMING Johnston, Iowa
	Age:	65
	Director of the Company Since:	2021
	Director of West Bank Since:	2021
	2025 Committee:	Risk Management and Information Technology (Chair)
	We consider Ms. Elming to be a qualified candidate for service on the Board and committee on which she serves because of her extensive knowledge and over 35 years of experience as an information technology expert.
Prior to her retirement, Ms. Elming was the Director of Information Technology at Pioneer Hybrid International, a publicly traded global provider of seeds and agriculture services, from 2012 to 2017, where she led the information technology team that supported all Pioneer business activities in the United States, Mexico and Brazil. Pioneer is now part of Corteva Agriscience.

2026 Proxy Statement | 4


	STEVEN K. GAER West Des Moines, Iowa
	Age:	65
	Director of the Company Since:	2011
	Director of West Bank Since:	2011
	2025 Committees:	Compensation Nominating and Corporate Governance
	We consider Mr. Gaer to be a qualified candidate for service on the Board and committee on which he serves because of his extensive knowledge of commercial real estate structuring, development, financing and underwriting.
Mr. Gaer became the President of Recoop Disaster Insurance in 2022 and a member of their Board of Managers in July 2022. Mr. Gaer currently serves on the Drake Law School Board of Counselors.
Mr. Gaer was the Chief Operating Officer and General Counsel for R&R Realty Group, Iowa’s largest commercial real estate development, management and investment company until his retirement in August 2022. Mr. Gaer was the Mayor of the City of West Des Moines, Iowa, a position he held from April 2007 until December 2021.


	DOUGLAS R. GULLING Urbandale, Iowa
	Age:	72
	Director of the Company Since:	2022
	Director of West Bank Since:	2005
	2025 Committee:	Risk Management and Information Technology
	We consider Mr. Gulling to be a qualified candidate for service on the Board and the committee on which he serves because of his experience as the retired Chief Financial Officer and Executive Vice President of the Company and his extensive experience in banking.
Mr. Gulling is the former Chief Financial Officer, Executive Vice President and Treasurer of the Company. He retired from his executive roles with the Company, effective December 31, 2021, after four decades in banking. Mr. Gulling served as a non-executive employee of West Bank as the Bank Building Construction Administrator with primary duties related to the construction of the new headquarters building in West Des Moines, Iowa until April 2024. Mr. Gulling further consulted with West Bank on completion of the headquarters construction project through July 2024. Mr. Gulling is a Certified Public Accountant (inactive).

2026 Proxy Statement | 5


	SEAN P. MCMURRAY Chair Clive, Iowa
	Age:	58
	Director of the Company Since:	2013
	Director of West Bank Since:	2013
	2025 Committees:	Compensation (Chair) Nominating and Corporate Governance Risk Management and Information Technology
	We consider Mr. McMurray to be a qualified candidate for service on the Board and committees on which he serves because of his extensive knowledge and experience as an information technology expert in a wide array of service industries.
Mr. McMurray is the Chief Technology Officer - Emeritus of Businessolver, Inc., a position he has held since 2017. Businessolver, Inc. is a human resources benefits administration technology company that he helped found in 1998. Mr. McMuarry has been the Chair of the Company since October, 2025.
Mr. McMurray was the Chief Executive Officer of AgSolver, Inc., a technology company, from May 2013 until October 2017. Mr. McMurray founded DataVision Resources and served as its Chief Executive Officer for 15 years until DataVision Resources was acquired by Equifax, Inc. in 2011. He served as a Senior Vice President at Equifax, Inc. until May 2013. Mr. McMurray helped to build and design the business platforms for Businessolver, Inc. and AgSolver, Inc.


	DAVID D. NELSON West Des Moines, Iowa
	Age:	65
	Director of the Company Since:	2010
	Director of West Bank Since:	2010
	2025 Committee:	—
	We consider Mr. Nelson to be a qualified candidate for service on the Board because of his experience as the Chief Executive Officer and President of the Company, his extensive experience in banking and his strong backgrounds in customer relationship building, credit and leadership development.
Mr. Nelson is the Chief Executive Officer and President of the Company and Chair and Chief Executive Officer of West Bank.
Prior to joining the Company on April 1, 2010, Mr. Nelson was the President of Southeast Minnesota Business Banking and President of Wells Fargo Bank Rochester in Rochester, Minnesota. He has more than 35 years of experience in commercial banking.
Mr. Nelson served on the Board of the American Bankers Association from 2021 to 2024 and was a member of the Government Relations Council and the Community Bankers Council. He was the chair of the Iowa Bankers Association from 2016 to 2017 and is an ex-officio member.

2026 Proxy Statement | 6


	ROSEMARY PARSON Urbandale, Iowa
	Age:	68
	Director of the Company Since:	2022
	Director of West Bank Since:	2022
	2025 Committees:	Audit Risk Management and Information Technology
	We consider Ms. Parson to be a qualified candidate for service on the Board and the committees on which she serves because of her extensive experience as an executive leader in business operations in the financial services industry.
Ms. Parson has been the Chief Administrative Officer at EquiTrust Life Insurance Company since December 2024. Prior to that, Ms. Parson had been the Senior Vice President of Policy Administration and Community Relations since January 2014 and had been a vice president since 2003. As a charter member of the organization, Ms. Parson’s expertise includes developing administrative and cyber risk management controls and mitigation strategies as well as operating business systems controls.
Ms. Parson has over forty years of financial industry experience including ten years of merger, acquisition and company consolidation experience that she leverages as an executive leader in the organization.


	JOHN K. SORENSEN West Des Moines, Iowa
	Age:	67
	Director of the Company Since:	2025
	Director of West Bank Since:	2025
	2025 Committees:	Audit Compensation
	We consider Mr. Sorensen to be a qualified candidate for service on the Board and the committees on which he is expected to serve because of his extensive experience as an executive leader in the community banking industry.
Mr. Sorensen had been the President and CEO of the Iowa Bankers Association (“IBA”) from 1997 through his retirement in January 2025. Mr. Sorensen joined the IBA in 1986. Under Mr. Sorensen’s leadership, the IBA grew into the largest banking association in the United States with a team of over 200 professional staff and over 200 member banks. The IBA provides advocacy, workforce development and community bank solutions in insurance, mortgage and regulatory compliance.
Mr. Sorensen has served on the boards of the American Bankers Association, SHAZAM, Inc., the Iowa Business Council, the Iowa PBS Foundation, and many other community and economic development organizations. He is an executive advisory board member emeritus of the University of Northern Iowa’s David W. Wilson College of Business and a past recipient of the Iowa Association of Business and Industry’s Leadership for Iowa Award.
Mr. Sorensen is a Certified Association Executive (inactive).

2026 Proxy Statement | 7


	THERESE M. VAUGHAN West Des Moines, Iowa
	Age:	69
	Director of the Company Since:	2019
	Director of West Bank Since:	2019
	2025 Committees:	Audit Nominating and Corporate Governance (Chair)
	We consider Dr. Vaughan to be a qualified candidate for service on the Board and committees on which she serves because of her extensive experience with public companies and her leadership in the financial services industry.
Dr. Vaughan was the Professional Director of the Vaughan Institute of Risk Management at the University of Iowa’s Tippie College of Business from September 2021 to September 2023.
Dr. Vaughan was an Executive in Residence at Drake University until August 2021. She was the Robb B. Kelley Visiting Distinguished Professor of Insurance and Actuarial Science at Drake University from August 2017 to August 2019. From June 2014 to June 2017, Dr. Vaughan served as the Interim Dean and then the Dean of Drake University’s College of Business and Public Administration.
Dr. Vaughan is a leading expert in insurance regulation, having served as Chief Executive Officer of the National Association of Insurance Commissioners from February 2009 to November 2012 and as Commissioner of the Iowa Insurance Division, directing all insurance business transacted in the State of Iowa, from August 1994 to December 2004. Dr. Vaughan is a Certified Director of the NACD (NACD.DC®), a Chartered Property Casualty Underwriter and an Associate of the Casualty Actuarial Society. Dr. Vaughan is an audit committee financial expert.
Dr. Vaughan has served on the boards of directors of Verisk Analytics, Inc., a data analytics provider and public company, since February 2013, Wellmark Blue Cross and Blue Shield since May 2013 and Hamilton Insurance Group, LTD since March 2024. Dr. Vaughan serves on the audit, governance, corporate sustainability and nominating committees for Verisk Analytics, Inc., on the audit and compliance committees of Wellmark Blue Cross and Blue Shield and on the nominating and corporate governance, compensation and personnel, and underwriting and risk committees of Hamilton Insurance Group, LTD.
Dr. Vaughan served on the board of directors of American International Group, Inc., a public company that is a global organization until her retirement from that board on January 31, 2024. Dr. Vaughan also has previously served on the boards of directors of Validus Holdings, Ltd., an insurance company and public company, Principal Financial Group, Inc., an investment management company and public company, and Endurance Specialty Holdings Ltd., a holding company for insurance companies and a public company.

2026 Proxy Statement | 8

As noted above, with the exception of Dr. Vaughan, who is a director of Verisk Analytics, Inc. and Hamilton Insurance Group, LTD., none of the other above nominees holds a directorship in any other company with a class of securities registered pursuant to Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or registered as an investment company under the Investment Company Act of 1940. No other directorships held by nominees in the past five years require disclosure.

None of the nominees for director of the Company has any family relationship with any other nominees or with any executive officers of the Company. There are no arrangements or understandings between any of the nominees and any other person pursuant to which he or she was selected as a nominee.

BOARD DIVERSITY AREAS OF EXPERTISE

The chart below summarizes the types of knowledge, skills and experiences each of our director nominees possesses that were most relevant to the decision to nominate him or her to serve on the Board. The absence of a mark does not mean the director does not possess that qualification or skill; rather, a mark indicates a specific area of focus or expertise on which the Board relies most heavily. Each director’s biography included previously in this proxy statement describes these qualifications and relevant experience in more detail.

Elming

Gaer

Gulling

McMurray

Nelson

Parson

Sorensen

Vaughan

Committees

Audit

Compensation

Nominating and Corporate Governance

Risk Management and Information Technology

Knowledge, Skills and Experience

Business Expertise

Banking and Financial Services Experience

Financial Expertise

Community Presence

Risk Management

Information Technology

Public Company Executive or Board Experience

Construction and Commercial Real Estate Expertise

Government and
Public Policy

Banking and Insurance Regulations

2026 Proxy Statement | 9

Proxy Statement Table of Contents

GOVERNANCE AND BOARD OF DIRECTORS

GENERAL

Generally, the Board oversees our business and monitors the performance of our executive officers and management. In accordance with our corporate governance procedures, the Board does not involve itself in the day-to-day operations of the Company, which are monitored by our executive officers and management. Our directors fulfill their duties and responsibilities by attending regular meetings of the full Board, which are scheduled for five times per year; special meetings, which are held from time to time as necessary; an organizational meeting; a strategic planning meeting, which is held jointly with West Bank annually; and through committee membership, which is discussed below. Our directors also discuss business and other matters with our key executives and our principal external advisors, such as our legal counsel, auditors and other consultants.

The Board currently has 10 directors and will have 8 directors after the Annual Meeting if all nominees set forth in this proxy statement are elected.

The Board has determined that the following 6 director nominees are “independent” as defined by the Nasdaq Listing Rule 5605(a)(2) and Item 407 of Regulation S-K: Elming, Gaer, McMurray, Parson, Sorensen and Vaughan. The Board has further determined that the independent directors do not have other relationships with the Company that prevent them from making objective, independent decisions. David D. Nelson is an executive officer of the Company and is not considered “independent.” Douglas R. Gulling, as a retired executive officer of the Company, is also not considered “independent.”

The Board held five regularly scheduled meetings and one organizational meeting in 2025. In addition, the Company’s Board and West Bank’s Board held one combined meeting for the purpose of strategic planning. All directors attended at least 75 percent of the Board meetings and the meetings of any committees on which the director serves. Board members are encouraged to attend the annual meeting of stockholders, and all Board members who were directors at such time attended the 2025 annual meeting of stockholders.

CORPORATE GOVERNANCE AT A GLANCE


l Board independence...................			If all nominees are elected, 6 of our 8 directors will be independent.
l Board performance.....................			The Board and committees annually assess their performance through self-evaluation.
l Board committees.......................			Only independent directors serve on committees of the Board, with the exception of Mr. Gulling, who serves on the Risk Management and Information Technology Committee.
l Leadership structure...................			The positions of Chair and CEO are separately held.
l Risk oversight.............................			The Board is responsible for monitoring key risks and overseeing management.
l Open communication.................			We encourage open communication among our stockholders, directors and management.
l Stock ownership.........................			Directors and named executive officers are required to hold Company stock. Non-employee directors are required to hold Company stock totaling three times their annual cash compensation.
l Accountability to stockholders...			We elect all directors annually.
l Succession planning...................			The Board and the Nominating and Corporate Governance Committee actively plan for our director and management succession.
l Executive sessions......................			Executive sessions of the independent directors are available at all meetings and are held at least four times per year.
l Continuing education.................			Continuing education opportunities, including cybersecurity, corporate governance and other emerging relevant topics for the Board, are provided periodically throughout the year.

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BOARD LEADERSHIP STRUCTURE

The Board believes that having a non-chief executive officer director serve as Chair of the Board is in the best interests of stockholders by providing an effective channel for the Board to express its views on management. This structure allows the CEO to focus on leading the Company and the Board Chair to focus on leading the Board, monitoring corporate governance and any stockholder issues. The Board currently intends to maintain the leadership structure of having a non-chief executive officer as Chair. The Board and its Nominating and Corporate Governance Committee believe that this structure will continue to be useful in providing consistent oversight and strategic direction to the Company. The Board expects Mr. Nelson to take the lead in developing strategic plans, providing day-to-day leadership and managing the performance of the Company. The Board expects the Chair to lead the Board meetings, participate in committee meetings and advise West Bank leadership. The Board intends to periodically review its leadership structure and make changes as dictated by the circumstances and the best interests of the stockholders. Mr. McMurray was appointed Chair effective October 22, 2025 to succeed Mr. Milligan, who had served as chair since April 25, 2024 until Mr. McMurray’s appointment. Mr. McMurray is an independent director who has served as a director of West Bank and the Company since 2013.

COMMITTEES OF THE BOARD OF DIRECTORS

The following table summarizes, as of December 31, 2025, the standing committees of the Board, their membership and the number of times each met during 2025.

Committee

Audit

Compensation

Nominating and
Corporate
Governance

Risk Management
and Information
Technology

# of Meetings

Members

James W. Noyce, Chair

Sean P. McMurray, Chair

Therese M. Vaughan, Chair

Lisa J. Elming, Chair

Rosemary Parson

Steven K. Gaer

Douglas R. Gulling

John K. Sorensen

Sean P. McMurray

Therese M. Vaughan1

George D. Milligan

Rosemary Parson

James W. Noyce

(1) It is anticipated that Dr. Vaughan will become Chair of the Audit Committee after the Annual Meeting.

The Board has adopted written charters for each standing committee. Each of the charters may be viewed on the Investor Relations — Overview — Corporate Governance section of the Company’s website (ir.westbankstrong.com). The primary responsibilities of the committees are described on the following pages.

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AUDIT
COMMITTEE

Primary Functions

James W. Noyce, Chair

Selects the independent registered public accountant.

Rosemary Parson

Reviews the Company’s financial reporting, internal control functions and risk assessment.

John K. Sorensen

Therese M. Vaughan

Oversees the integrity of accounting and financial reporting processes and controls and the quality of financial statements and related disclosures.

Meets proactively to review its charter at least annually and recommend changes to the Board when it deems any changes are necessary.

4 meetings in 2025

Has authority to retain special legal, accounting or other consultants as it deems appropriate or necessary.

4 separate executive sessions with internal auditors and independent registered public accountants

in 2025.

Reviews with the independent registered public accountants the plan, scope and results of the independent registered public accountants’ services and approves their fees.

Meets privately at the request of the independent registered public accountants, internal auditors or members of management to review any special situation arising on any of the above subjects.

As required by the charter of the Audit Committee, the members of the Audit Committee are appointed by the Board.

Each of the Audit Committee members is considered “independent” as defined by Nasdaq listing requirements and Rule 10A-3 of the Exchange Act, as required for audit committee membership. Mr. Noyce and Dr. Vaughan are “audit committee financial experts,” as defined in the Sarbanes-Oxley Act of 2002 and related regulations, based on their level of education and work experience, as described previously in this proxy statement. Mr. Noyce also serves on the audit committee of another public company, United Fire Group, Inc. Dr.Vaughan also serves on the audit committee of another public company, Verisk Analytics, Inc.

COMPENSATION
COMMITTEE

Primary Functions

Sean P. McMurray, Chair

Reviews, monitors and approves the Company’s overall compensation philosophy and plans to align with the Company’s corporate goals, objectives and risk management.

Steven K. Gaer

John K. Sorensen

Determines the compensation plans for the named executive officers.

4 meetings in 2025

Makes compensation recommendations to the Board concerning the amount and the form of director compensation. The Board ultimately determines director compensation.

Each of the Compensation Committee members is considered “independent” as defined by Nasdaq listing requirements and a “non-employee” director under Section 16 of the Exchange Act and the rules promulgated thereunder.

Assists in the oversight of human capital management including company culture, talent development and diversity and pay equity practices.

Reviews its charter at least annually and recommends changes to the Board when it deems any changes are necessary.

Has authority to retain consultants and advisors, which it does periodically.

As required by the charter of the Compensation Committee, the members of the Compensation Committee are appointed by the Board.

The Compensation Committee has retained McLagan Partners, Inc. (“McLagan”), a highly specialized, industry-focused team within Aon PLC’s Human Capital Solutions business, to provide the Compensation Committee with independent, objective analyses and professional opinions on executive compensation matters. McLagan has been determined by the Compensation Committee to be independent and reports directly to the Chair of the Compensation Committee. McLagan provides input on marketplace trends and best practices relating to competitive pay levels, as well as developments in regulatory and technical matters and assists the Company in preparing this proxy statement. McLagan otherwise provides no other services to the Company.

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NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE

Primary Functions

Therese M. Vaughan, Chair

Makes recommendations to the Board regarding the composition and structure of the Board and nominations for election of directors, including the director nominees proposed in this proxy statement.

Steven K. Gaer

Sean P. McMurray

Considers for nomination at the 2027 annual meeting of stockholders, as part of its nomination process, any director candidate recommended by a stockholder who follows the procedures described in the “General Matters—2027 Stockholder Proposals” section of this proxy statement.

George D. Milligan

James W. Noyce

4 meetings in 2025

Develops policies and processes regarding principles of corporate governance.

Each of the Nominating and Corporate Governance Committee members is considered “independent” as defined by Nasdaq listing requirements.

Oversees the Company’s practices and reporting with respect to corporate responsibility matters.

Reviews executive management and director succession planning at least annually.

Provides educational resources to the board including training on cybersecurity, corporate governance and other emerging relevant topics for the Board.

As required by the charter of the Nominating and Corporate Governance Committee, the members of the Nominating and Corporate Governance Committee are appointed by the Board.

The Nominating and Corporate Governance Committee follows the process described below when identifying and evaluating nominees to the Board:

Procedures for identifying candidates include: (a) reviewing current directors of the Company; (b) reviewing current directors of West Bank; (c) soliciting input from existing directors and executive officers; and (d) reviewing properly-made submissions from stockholders, if any. The following criteria will be considered when evaluating nominee candidates, including candidates recommended by stockholders:

(a) Composition

The Board should be composed of:

1.Directors chosen with a view of bringing to the Board a variety of experiences and backgrounds;

2.Directors who have a high level of managerial experience or are accustomed to dealing with complex challenges; and

3.Directors who will represent the best interests of the stockholders as a whole rather than special interest groups or constituencies, while also taking into consideration the assessment of the overall composition and needs of the Board.

The Nominating and Corporate Governance Committee also evaluates potential nominees to determine if they have any conflicts of interest that may interfere with their ability to serve as effective Board members, to determine if they meet the Company’s age eligibility requirements (a person who has attained or will attain age 73 on or before the date of the annual stockholders’ meeting is not eligible for election to the Board) and to determine whether they are “independent” in accordance with SEC rules and Nasdaq listing requirements. A majority of the Board’s directors are required to be independent under the criteria for independence created by the SEC and Nasdaq. We do not have a specific policy relating to the consideration of diversity in identifying director candidates. However, the Nominating and Corporate Governance Committee considers diversity in the composition of our Board in its director nomination process, including nominee skills, backgrounds and perspectives and diversity with respect to gender, ethnicity and areas of expertise. The Nominating and Corporate Governance Committee has not engaged a search firm to assist in the identification of director c

SEC Form DEF 14A filed by West Bancorporation