Western Alliance Bancorporation filed SEC Form 8-K: Material Impairments, Regulation FD Disclosure, Financial Statements and Exhibits
$WAL
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(602 ) 389-3500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Depositary Shares, Each Representing a 1/400th Interest in a Share of 4.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A | ||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 2.06. MATERIAL IMPAIRMENTS
Western Alliance Bancorporation (the “Company”) was recently informed that the counterparties to a commercial loan facility and forbearance agreement with Western Alliance Bank (the “Bank”) would not make a $42.125 million principal payment required pursuant to those agreements and would also discontinue future payments.
On March 2, 2026, the Company concluded that a material charge for impairment would result from notification of this breach of contract. The outstanding balance on this loan is $126.4 million. Based on currently available information, the non-cash impairment charge associated with this facility, which will be recognized in the first quarter of 2026, will be $126.4 million.
The Bank has asserted claims against the counterparties and affiliated entities to recover these funds, plus fees, expenses, and related damages, and will pursue all of its legal rights and remedies.
ITEM 7.01. REGULATION FD DISCLOSURE
On March 6, 2026, the Company issued a press release addressing its response to a counterparty default resulting in a material impairment.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.
Forward-Looking Statements
Certain statements contained in this current report on Form 8-K (this “Form 8-K”) are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”), including those related to the potential recovery of funds. These forward-looking statements reflect the Company’s current views about future events and financial performance and involve 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. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to, matters to be determined in certain legal proceedings and the amount of funds and/or collateral available for repayment of the facility, as well as those described in “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Forward-looking statements speak only as of the date they are made and the Company undertakes no obligation to publicly update or revise any forward-looking statements included in this Form 8-K or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by federal securities laws. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Form 8-K might not occur, and you should not put undue reliance on any forward-looking statements.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WESTERN ALLIANCE BANCORPORATION | ||||||||
| (Registrant) | ||||||||
| /s/ Vishal Idnani | ||||||||
| Vishal Idnani | ||||||||
| Chief Financial Officer | ||||||||
| Date: | March 6, 2026 | |||||||