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Date of Report (Date of earliest event reported):  April 22, 2024

(Exact name of registrant as specified in its charter)

One E. Washington Street, Phoenix, Arizona  85004

 (Address of principal executive offices)               (Zip Code)

(602) 389-3500

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

On April 22, 2024, the Board of Directors (the “Board”) of Western Alliance Bancorporation (the “Company”) appointed Greta Guggenheim, Christopher A. Halmy and Mary Chris Jammet as directors of the Company, effective immediately, by expanding the Board to sixteen directors. Each of Mss. Guggenheim and Jammet and Mr. Halmy will serve until the 2024 annual meeting of stockholders, which is scheduled to be held on June 12, 2024, and will stand for election at that meeting. After review and determination of each of Mss. Guggenheim’s and Jammet’s and Mr. Halmy’s qualifications and independence, effective as of May 1, 2024, each of Mss. Guggenheim and Jammet and Mr. Halmy are appointed to the Board Committees as follows: Ms. Guggenheim to the Risk Committee and the Finance and Investment Committee; Mr. Halmy to the Audit Committee and the Finance and Investment Committee; and Ms. Jammet to the Compensation Committee and the Audit Committee. Mss. Guggenheim and Jammet and Mr. Halmy will also serve on the Board of Directors of Western Alliance Bank.

There are no arrangements or understandings between any of Mss. Guggenheim and Jammet and Mr. Halmy and any other person pursuant to which any of them was appointed as a director, and there are no transactions between any of Mss. Guggenheim and Jammet and Mr. Halmy and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Each of Mss. Guggenheim and Jammet and Mr. Halmy will be entitled to the standard compensation provided to the Company’s non-employee directors, as most recently described in the Company’s proxy statement filed with the Securities and Exchange Commission on April 27, 2023, and as updated from time to time.

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.