Western Alliance Bancorporation

1
Kenneth A. Vecchione
4VIWMHIRXERH'LMIJ)\IGYXMZI3ƾGIV
Clients continue to choose Western  
Alliance for our business banking 
expertise, customized solutions and 
outstanding, personalized service.  
8LIWIXVEMXWHIƼRIXLIƄ0SGEP8SYGL
National Reach’ approach that drives 
stronger, deeper client relationships  
in every part of the bank.” 

2

Continued Growth
While Preparing  
for the Future
0IXXIVJVSQ4VIWMHIRXERH'LMIJ)\IGYXMZI3ƾGIV
Kenneth A. Vecchione
3
Dear Fellow Shareholders,
For Western Alliance, 2024 was a successful year dedicated to prudent balance 
sheet growth, thoughtful business investments and sustained earnings generation —
all of which enhance our position as a leading national commercial bank.
Western Alliance’s deep segment expertise and underwriting specialization – including 
a broad range of differentiated loan- and deposit-generating businesses – drove solid 
TIVJSVQERGIJSVXLI]IEV7MQYPXERISYWP][IKVI[JIIMRGSQIGSQTPIXIHEWMKRMƼGERX
liquidity build, bolstered capital, and continued fortifying our risk management posture. 
By reaching these targets in 2024, we achieved key milestones on our path to becoming 
a Large Financial Institution (LFI).

I am pleased that our balance sheet realignment created the strength to continue to grow
earnings and capital, while meaningfully increasing our deposits and liquidity buffer last
year. This key accomplishment sets the stage for even greater future growth. Our full-year 
VIWYPXWVIƽIGXXLITS[IVSJSYVGVIHMXERHHITSWMXTPEXJSVQWERHSYVKVS[MRKQSQIRXYQ
in earning more fee income from clients. Collectively, these attributes position us for a 
sustained earnings growth trajectory into 2025 as we further drive down Cost of Deposits,
I\TERHSYV2IX-RXIVIWX1EVKMRMQTVSZITVSƼXEFMPMX]KIRIVEXIWMKRMƼGERXSTIVEXMRK
leverage and move toward a higher-teens ROTCE.
For the year, Western Alliance produced Net Revenue of $3.2 billion (up 20.7% from
$2.6 billion), Net Income of $788 million (up 9.0% from $722 million) and Earnings Per
7LEVISJYT	JVSQ
3RGIEKEMRHIQSRWXVEXMRKXLIHYVEFMPMX]ERHƽI\MFMPMX]
of our business model, Pre-Provision Net Revenue (PPNR) climbed 14.1% to $1.1 billion, 
with a Return on Tangible Common Equity of 14.0% that increased Tangible Book Value 
4IV7LEVIERSXEFPI	]IEVSZIV]IEVXS7MKRMƼGERXP]SYVGSRWMWXIRXYT[EVH
trajectory in Tangible Book Value Per Share remains a hallmark of Western Alliance and
has exceeded peers by approximately 7x over the past decade.
3YVFEPERGIWLIIXVIEPMKRQIRXGVIEXIH 
the strength to continue to grow earnings  
and capital, while meaningfully increasing 
our deposits and liquidity buffer last  
year. This key accomplishment sets the 
stage for even greater future growth.  
3YVJYPP]IEVVIWYPXWVIƽIGXXLITS[IV 
of our credit and deposit platforms  
and our growing momentum in earning  
more fee income from clients.” 
4

Western Alliance focused on prudent 
balance sheet growth in 2024, 
reinforcing our strength as a leading 
national commercial bank poised to 
become a Large Financial Institution. 
By design, our liquidity build prioritized 
growing deposits in excess of loans, 
which we then deployed into high-
quality liquid assets. Deliberate actions 
to fortify our balance sheet included 
WMKRMƼGERXP]FSPWXIVMRKGETMXEPEHIUYEG]
which increased our CET1 capital  
ratio by 50 basis points to 11.3%  
at year-end 2024. 
This stout liquidity and capital 
foundation now positions the bank to 
resume greater risk-adjusted balance 
sheet growth going forward. As always, 
our business model — including 
our ongoing focus on growing fee 
income — provides Western Alliance 
with considerable agility for every 
environment. 
Thoughtful Balance  
Sheet Growth 
Dale M. Gibbons 
:MGI'LEMVQER'LMIJ*MRERGMEP3ƾGIV
| EXECUTIVE PERSPECTIVES 
5

6
In 2024, Western Alliance purposefully prioritized growing deposits in excess of loans
and deployed this excess liquidity into high-quality liquid assets (HQLA). In total, HFI loans
increased $3.4 billion, or 6.7%, while total deposits increased by $11.0 billion, or 19.9%, 
which lowered our HFI loan-to-deposit ratio to 80.9%.
Net Interest Income increased 12.0% year over year to $2.6 billion, while Net Interest 
Margin compressed by 5 basis points to 3.58% due to a greater proportion of Earning
Assets being held in lower-yielding HQLA securities and higher deposit rates, offset by
higher HFI loan balances and a $1.7 billion reduction in Borrowings. Throughout the
year, we meaningfully reduced our Total Cost of Funds, and we continue to see funding 
cost tailwinds emerge. 
Non-Interest Income of $543 million rose $263 million for 2024 due to improved Mortgage 
Banking Revenue, stronger Commercial Banking fees and the impact of non-recurring
balance sheet optimization efforts undertaken in 2023. Our Mortgage Banking Revenue 
KVI[	]IEVSZIV]IEVXSQMPPMSREW%QIVM,SQIFIKERXSFIRIƼXJVSQE
stabilizing mortgage market, stronger Net Loan Servicing Revenue, and product
MRZIWXQIRXWXSXETMRXSRI[QSVXKEKIGYWXSQIVW[LMGLGSYPHFIRIƼXYWMRELMKLIV
mortgage rate environment. We continue to prioritize cultivating deeper client relationships 
through treasury management and other commercial banking services that should grow 
Non-Interest Income over time.
Overall, our asset quality remains resilient. For the year, Net Charge-Offs to average loans 
were 0.18%, with a nonperforming assets to total assets ratio of 0.65% at year-end 2024. 
'SQTEVIHXSSYVFMPPMSRXSFMPPMSREWWIXTIIVFEROW;IWXIVR%PPMERGIFIRIƼXW
from greater credit-linked notes support as well as a greater percentage of loans in the
PS[XSRSPSWWGEXIKSVMIW)QFPIQEXMGSJEFEPERGIWLIIX[MXLEPS[VMWOTVSƼPISYVVMWO
weighted assets to tangible assets ratio is one of the lowest among the largest U.S. banks 
at just under 70%.
Net Interest Income increased  
12.0% year over year to $2.6 billion.”

In 2024, Western Alliance continued to 
exceed commercial client expectations 
for a streamlined, responsive banking 
experience tailored to their needs. 
We have always offered clients an 
exceptionally high level of expertise. 
Behind the scenes, we reinforce that 
expertise with strategic technology 
MRZIWXQIRXWƂERIJJSVX[IEQTPMƼIH
this year. 
Our targeted initiatives harness 
technology enablement to operational 
excellence, focusing on approaches that 
facilitate granular deposit growth, drive 
fee income and create a competitive 
advantage for our lines of business. 
When IT and Operations teams work in 
W]RG[IMRGVIEWISYVSZIVEPPIƾGMIRG]
and enhance service speed and quality. 
The result is differentiated, client-centric 
ƼRERGMEPTVSHYGXWERHWIVZMGIWXLEX
offer more for our customers, backed by 
fast, proactive problem-solving. 
Stephen R. Curley 
'LMIJ&EROMRK3ƾGIV 
National Business Lines
| EXECUTIVE PERSPECTIVES 
3TIVEXMSREP 
)\GIPPIRGI4EMVIH 
[MXL)\TIVXMWI
7

8
4VITEVMRKJSVXLI*YXYVI
Looking ahead, Western Alliance’s proven attributes — including controlled
growth, higher capital and liquidity levels, and our strategic positioning to grow in 
[IPPHIƼRIHWIKQIRXWƂIREFPIYWXSWYGGIWWJYPP]GSRXMRYISYVTVSKVIWWXS[EVH
becoming an LFI. These longstanding strengths are set to deliver even greater
shareholder value in the future.
Risk management is another organizational strength that builds value. In 2024, we
continued our work to elevate our risk management capabilities to safeguard the bank 
against any future market disruptions. As we continue preparing to become a Category 
-:FEROMRXLIGSQMRK]IEVW[ILEZIGSQTPIXIHWMKRMƼGERXJSYRHEXMSREPMRZIWXQIRXW
in risk and treasury management, as well as data reporting capabilities. Every one of 
our stakeholder audiences has heard me say that risk management is a competitive 
differentiator when implemented and placed into service correctly. This is exactly 
what Western Alliance is working to achieve. 
Other successes in 2024 include wins in business revenues, including adding new
specialty areas within C&I, and enhancing our treasury management capabilities to cater
XSQSVIGPMIRXRIIHW7MQMPEVP][IMQTVSZIHFSXLIƾGMIRG]ERHGPMIRXWIVZMGIXLVSYKL
digital enablement and product alignment.
0SSOMRKELIEH;IWXIVR%PPMERGIƅW 
proven attributes — including controlled 
growth, higher capital and liquidity  
levels, and our strategic positioning  
XSKVS[MR[IPPHIƼRIHWIKQIRXWƂ 
enable us to successfully continue  
SYVTVSKVIWWXS[EVHFIGSQMRKER0*- 
These longstanding strengths are set  
to deliver even greater shareholder  
value in the future.” 

9
In 2024, our elevated Regional Banking 
strategy delivered meaningful value to 
commercial clients through enhanced 
tools and capabilities. This heightened 
focus led to accelerated fee income  
for Western Alliance. 
We further expanded our segment 
expertise with teams in Food & 
Agriculture and Aerospace, Defense & 
Government Contracting, providing 
added value for clients in opportunity-
rich markets. 
Our “Local Touch, National Reach” 
approach brings customers in nearly 
every industry and sector the powerful 
resources of a national bank with more 
than $80 billion in assets. That strength, 
plus the personalized attention and 
remarkable service Western Alliance  
is known for, continues to differentiate 
our bank. 
0SGEP8SYGL 
National Reach 
Tim R. Bruckner
'LMIJ&EROMRK3ƾGIV6IKMSREP&EROMRK
| EXECUTIVE PERSPECTIVES 
9

10
3RI4S[IVJYP&VERH
As a national bank with more than $80 billion in assets, we have reached an important
MRƽIGXMSRTSMRXEWERSVKERM^EXMSR*SVXLIFIRIƼXSJXLIFEROERHSYVGYWXSQIVWMR
we will unify six banking brands under one name, Western Alliance Bank. 
Later this year, we will discontinue our various banking brand identities, many of which 
are regional, and operate exclusively as Western Alliance Bank. This strategy will allow us 
to maximize marketing resources to further drive awareness, consideration and customer
acquisition, while enhancing the client experience with consistent branding across all
our banking platforms.
We operate under a single banking charter, so this is just what it sounds like — a name 
change. What will not change is our value proposition: Clients continue to choose Western
Alliance for our business banking expertise, customized solutions and outstanding, 
TIVWSREPM^IHWIVZMGI8LIWIXVEMXWHIƼRIXLIƈ0SGEP8SYGL2EXMSREP6IEGLƉETTVSEGL
that drives stronger, deeper client relationships in every part of the bank. 
-EQGSRƼHIRXXLEXSYVGSRWMWXIRXFEPERGIWLIIXERH4426KVS[XLWYTTSVXIHF]LMKLIV
liquidity and sound capital levels, will empower Western Alliance to continue partnering
with our clients on their most important projects. Our unwavering mission is to help clients 
EGLMIZIWYGGIWWERHJYPƼPPXLIMVEQFMXMSRWMREPPIGSRSQMGERHFYWMRIWWIRZMVSRQIRXW
;IEVIXVYP]KVEXIJYPJSVSYVGPMIRXWƅSRKSMRKPS]EPX]ERHGSRƼHIRGIMRYW
Finally, I want to share my deepest appreciation to the people of Western Alliance, along
with our colleagues, partners, clients and friends from across the industry, for their well
wishes after my surgery late last year. I especially want to thank Dale Gibbons and the 
other members of our Executive Committee, with the strong backing of our Board of 
Directors, for helping to lead the company while I was out. 
It’s great to be back, and I am excited to guide Western Alliance during this renewed 
TIVMSHSJWXVSRKIVTVSƼXEFMPMX]ERHVSFYWXIEVRMRKWKVS[XLMRERHFI]SRH
Kenneth A. Vecchione
4VIWMHIRXERH'LMIJ)\IGYXMZI3ƾGIV

Our steadfast focus on risk 
management is a consistent pillar of 
how Western Alliance does business. 
In 2024, strengthening our risk 
management posture became an  
even more critical focus. 
We further enhanced the Financial 
Risk Management (FRM) team, which 
helps to enable safe, prudent growth 
by providing appropriate second-
line oversight of capital, liquidity and 
interest rate risks. Last year, we also 
successfully deployed additional 
modules to our enterprise-wide 
governance, risk and compliance 
(GRC) tool that manages risk for  
our organization. 
As Western Alliance prepares to  
cross the $100 billion asset threshold  
MRXLIGSQMRK]IEVW[IEVIGSRƼHIRX
we will be LFI-ready from a risk 
management standpoint.
6MWMRKXS0*- 
Readiness 
)QMP]2EGLPEW 
'LMIJ6MWO3ƾGIV
| EXECUTIVE PERSPECTIVES 
11

Bruce D. Beach 
Chairman, Board of Directors,
Western Alliance Bancorporation
12
0IXXIVJVSQXLI'LEMVQER
In 2024, the Western Alliance Board of Directors worked with management 
to help guide and evaluate company strategy, monitor performance against
goals and priorities, and ensure adherence to responsible governance and 
risk management practices to deliver long-term value to shareholders.
We are pleased with management’s ability to deliver consistent, controlled
growth via the bank’s well-rounded business strategy, marked by continuous 
improvements in capital and liquidity during the year.
As Western Alliance pursues its goal to become a Large Financial Institution, 
the Board will continue to provide comprehensive oversight.
Board composition is always an important focus. Last year, we welcomed 
three new members, Greta Guggenheim, Christopher A. Halmy and Mary Chris
Jammet, to our expanded Board. Each of these new directors brings a wealth 
SJFEROMRKERHƼRERGII\TIVMIRGIEPSRK[MXLYRMUYIWOMPPWERHHMZIVWI
perspectives, to the organization. 

13
The Board is excited to have Western Alliance CEO Ken Vecchione back
at the helm. We want to acknowledge the bank’s deep bench of talented
executive leadership, especially longtime CFO Dale Gibbons, who helped run
the organization during Ken’s absence. Ken and Dale are a powerful pair: For the
third consecutive year, they were named Best CEO and Best CFO, respectively, 
in Extel’s (formerly Institutional Investor’s) 2024 All-America Executive Team
rankings for Banks – Midcap.
3RFILEPJSJXLI&SEVHSJ(MVIGXSVW-EQGSRƼHIRXMRXLIFEROƅWPSRKXIVQ
strategy and continued prospects for strong performance. Thank you for
investing in Western Alliance.
Sincerely,

$6.7B
$80.9B
%4
&&&*
%/
3,524
56
8SXEP)UYMX]
8LI7XERHEVHMR*MRERGMEP6EXMRK
Institutions, Rated 228 Superior*
Total Assets
)QTPS]IIW
8ST4IVJSVQMRK 
0EVKI&ERO[MXL 
Assets $50 Billion  
and Above for 2024
%1)6-'%2&%2/)6
Moody’s Investor Service
2 
*MXGL
2 
Kroll Bond Rating Agency
1
*Report dated 12/31/2024
3ƾGIW
*%'87%2(*-+96)7
1
&%2/()437-86%8-2+7-2:)781)28+6%()
-2(9786=%''30%()7
-('*-2%2'-%049&0-7,-2+
1As of December 31, 2024
2As of February 2025
14
')3'*3&SEVHERH
-RZIWXSV6IPEXMSRW4VSKVEQ
)<8)0*361)60=-278-898-32%0
-2:)7836
%00%1)6-'% 
)<)'98-:)8)%11-('%4&%2/7
0EVKI&ERO[MXL%WWIXW
$50 Billion and Above
&%2/(-6)'836ƅ7 
6%2/-2+&%2/-2+789(=

2022
2023
2024
&EPERGI7LIIXMRQMPPMSRW
Total Assets
67,734
70,862
80,934
HFI Loans, Net of Deferred Fees
51,862
50,297
53,676
Total Deposits
53,644
55,333
66,341
Total Equity
5,356
6,078
6,707
4VSƼXEFMPMX]MRQMPPMSRW
Net Interest Income
2,216.3
2,338.9
2,618.9
PPNR
3
1,384.2
996.2
1,137.1
Net Income
1,057.3
722.4
787.7
ROAA (%)
1.62
1.03
0.99
ROATCE
3 (%)
25.4
14.9
14.0
Net Interest Margin (%)
3.67
3.63
3.58
)ƾGMIRG]6EXMS
3 (%)
44.9
61.1
63.2
Tangible Common Equity / Tangible Assets
3 (%)
6.5
7.3
7.2
%WWIX5YEPMX]	
Non-Performing Assets
4 / Total Assets
0.14
0.40
0.65
Loan Loss Reserves / Funded Loans
0.69
0.73
0.77
Common Equity Tier 1 (CET1) Ratio
9.3
10.8
11.3
4IV7LEVI-RJSVQEXMSR
Common Dividends Declared per Share
5
1.42
1.45
1.49
Earnings per Share
9.70
6.54
7.09
*MRERGMEP,MKLPMKLXW
3 ;LIVIRSR+%%4ƼRERGMEPQIEWYVIWEVIYWIHXLIGSQTEVEFPI+%%4ƼRERGMEPQIEWYVIEW[IPPEWXLIVIGSRGMPMEXMSRXSXLIGSQTEVEFPI+%%4ƼRERGMEPQIEWYVI
GERFIJSYRHMRXLI'SQTER]ƅW%RRYEP6ITSVXSR*SVQ/JSVXLI]IEVIRHIH(IGIQFIVEWƼPIH[MXLXLI7IGYVMXMIWERH)\GLERKI'SQQMWWMSR
4 Non-performing assets include nonaccrual loans and repossessed assets.
5 Quarterly cash dividend initiated in 3Q 2019.
15

*MRERGMEP,MKLPMKLXW
Continued
WAL    
WAL with Dividends Added Back   
Peer Median6   
Peer Median6 with Dividends 
Added Back
Growth in TBV 
per Share
24%
137%
168%
39%
2023
2022
2024
6 Peer group consists of Western Alliance and 22 other publicly traded banks headquartered in the U.S. with total asset between $50 billion and $250 billion 
as of December 31, 2024.
16
1-Year
3-Year
5-Year
7-Year
10-Year
30%
-17%
63%
66%
238%
37%
29%
74%
78%
208%
30%
17%
49%
54%
144%
24%
11%
35%
41%
108%
19%
-7%
20%
24%
89%
TSR Performance
WAL
Peer Group7
Top Quartile
Peer Group7
Median
KBE
(S&P Bank ETF)
KRE
(S&P Regional Banking ETF)

Net Interest Income,  
NIM and Average Interest- 
Earning Assets
$785M
4.68%
4.52%
3.97%
Net Interest Income
Average Interest-Earning Assets
NIM
Deposits, Borrowings  
and Cost of Funds
Total Borrowings
Non-interest Bearing Deposits
Interest Bearing Deposits
Cost of Funds
11.8% CAGR
27.4% CAGR
$21.3
$2.4
$26.3
$7.5
$8.5
$0.9
$0.4
$13.4
$0.6
0.64%
0.86%
0.34%
.25%
$11.7
$14.3
Dollars in billions
Loans and HFI Yields
Loans, HFI
Loans, HFS
Yield
Dollars in billions
Dollars in billions
$17.7
$21.1
$27.1
$39.1
5.83%
5.82%
4.79%
4.32%
$61.3
$46.4
$30.1
$23.6
$20.1
$65.4
$74.3
$2.2
$1.5
$1.2
$1.0
$0.9
$2.3
$2.6
3.67%
3.41%
3.63%
3.58%
$51.9
$50.3
$53.7
4.74%
6.53%
6.63%
$1.2
$1.4
$2.3
2022
2022
2022
2021
2021
2021
2020
2020
2020
2018
2018
2018
2019
2019
2019
2023
2024
2023
2024
2023
2024
$7.2
$8.1
$6.5
$19.7
$14.5
$18.8
$33.9
$40.8
$47.5
0.80%
2.69%
2.69%
17
$18.5

&3%6(3*(-6)'8367
3YV0IEHIVWLMT8IEQ
Bruce D. Beach 
Board Chairman
Marianne Boyd Johnson 
Member
.YER6*MKYIVIS 
Member
6SFIVX40EXXE 
Member
,S[EVH2+SYPH 
Member
Donald D. Snyder 
Member
Mary Tuuk Kuras 
Member
Greta Guggenheim  
Member
Mary Chris Jammet 
Member
Bryan K. Segedi 
Member
William S. Boyd 
Director Emeritus
18
Anthony T. Meola 
Member
'LVMWXSTLIV%,EPQ] 
Member
Kenneth A. Vecchione 
Member

)<)'98-:)0)%()67,-48)%1
Kenneth A. Vecchione 
President and CEO
Jessica Jarvi 
'LMIJ0IKEP3ƾGIV
0]RRI&,IVRHSR
'LMIJ'VIHMX3ƾGIV
)QMP]2EGLPEW 
'LMIJ6MWO3ƾGIV
Barbara J. Kennedy 
Chief Human 
6IWSYVGIW3ƾGIV
Tim R. Bruckner 
'LMIJ&EROMRK3ƾGIV
Regional Banking
Dale M. Gibbons 
Vice Chairman and CFO
Stephen R. Curley 
'LMIJ&EROMRK3ƾGIV
National Business Lines 
19
Tim Boothe 
Chief Administration 
3ƾGIV


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
☐
TRANS
R
ITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number: 001-32550
WESTERN ALLIANCE BANCORPORAT
R
ION
(Exact name of registrant as specified in its charter)
Delaware
88-0365922
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
One E. Washington Street, Suite 1400
Phoenix
Arizona
85004
(Address of principal executive offi
f ces)
(Zip Code)
(602) 389-3500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
g
y
( )
Name of each exchange on which registered
g
g
Common Stock, $0.0001 Par Value
WAL
New York Stock Exchange
Depositary Shares, Each Representing a 1/400th
Interest in a Share of 4.250% Fixed-Rate Reset Non-
Cumulative Perpe
r
tual Preferred Stock, Series A
WAL PrA
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defin
f ed in Rule 405 of the Securities Act.
Yes ☒
No ☐
Indicate by check mark if the registrant is not required to file
f
reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐
No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be file
f
d by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for
f
such shorter period that the registrant was required to file
f
such reports), and (2) has been subj
u ect to such filing requirements for
f
the past
90 days.
Yes ☒
No ☐
Indicate by check mark whether the registrant has submitted electronically every I
r
nteractive Data File required to be submitted pursuant to Rul
R e 405 of Regulation S-
T (§232.405 of this chapter) during the preceding 12 months (or for
f
such shorter period that the registrant was required to submit such files).
Yes ☒
No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging
growth company. See the definitions of “large accelerated filer,” "accelerated filer" "smaller reporting company," and "emerging growth company" in Rule 12b-2 of
the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
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
f
complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has file
f
d a report on and attestation to its management's assessment of the effe
f ctiveness of its internal control over
financial reporting under Section 404(b) of the Sarbane
r
s-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting fir
f m that prepared or issued its audit
report.
☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing refle
f ct
the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of
the registrant’s executive officers dur
d
ing the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rul
R e 12b-2 of the Exchange Act).
Yes ☐
No ☒
The aggregate market value of the registrant’s voting stock held by non-affi
f liates was approximately $6.73 billion based on the June 30, 2024 closing price of said
stock on the New York Stock Exchange ($62.82 per share).
As of Februa
r
ry 18, 2025, Western Alliance Bancorporation had 110,454,292 shares of common stock outstanding.
DOCUMENTS INCORPORAT
R
ED BY REFERENCE
Portions of the registrant’s definitiv
f
e proxy statement for
f
its 2025 Annual Meeting of Stockholders are incorpor
r
ated by reference into Part III of this report.

INDEX
Page
PART I
Forward-Looking Statements
3
Item 1.
Business
5
Item 1A.
Risk Factors
15
Item 1B.
Unresolved Staff Comments
29
Item 1C.
Cybersecurity
29
Item 2.
Properties
31
Item 3.
Legal Proceedings
31
Item 4.
Mine Safety Disclosures
31
PART II
Item 5.
Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
32
Item 6.
Reserved
33
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
34
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
72
Item 8.
Financial Statements and Suppl
u
ementary Data
74
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
154
Item 9A.
Controls and Procedures
154
Item 9B.
Other Infor
f
mation
156
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
156
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
156
Item 11.
Executive Compensation
157
Item 12.
Security Ownership of Certain Beneficia
f
l Owners and Management and Related Stockholder Matters
157
Item 13.
Certain Relationships and Related Transactions, and Director Independence
157
Item 14.
Principal Accountant Fees and Services
157
PART IV
Item 15.
Exhibits and Financial Statement Schedul
d es
157
Item 16.
Form 10-K Summary
159
SIGNATURES
160
2

PART I
Forward-Looking Sta
S tements
Certain statements contained in this Annual Report on Form 10-K for
f
the fis
f cal year ended December 31, 2024 (this “Form 10-
K”) are “for
f
ward-looking statements” within the meaning of the Private Securities Litigation Refor
f
m Act of 1995 (the “Reform
f
Act”). Statements that constitute forward-looking statements within the meaning of the Reform Act are generally identified
f
through the inclusion of words such as “aim,” “anticipate,” “believe,” “drive,” “estimate,” “expect,” “expressed confid
f ence,”
“for
f
ecast,” “future,” “goals,” “guidance,” “intend,” “may,” “opportunity,” “plan,” “position,” “potential,” “project,” “ seek,”
“should,” “strategy,” “target,” “will,” “would” or similar statements or variations of such words and other similar expressions.
All statements other than statements of historical fact are “forward-looking statements” within the meaning of the Reform Act,
including statements that are related to or are dependent on estimates or assumptions relating to expectations, beliefs,
projections, futur
f
e plans and strategies, anticipated events or trends and similar expressions concerning matters that are not
historical facts. These for
f
ward-looking statements reflect the Company's current views about
a
future events and fin
f ancial
performance and involve certain risks, uncertainties, assumptions, and changes in circumstances that may cause the Company's
actua
t
l results to differ significantly from historical results and those expressed in any forward-looking statement. Factors that
may cause actua
t
l results to differ materially from those contemplated by such forward-looking statements include, but are not
limited to, those described in “Risk Factors” in Item 1A of this Form 10-K. Forward-looking statements speak only as of the
date they are made and the Company undertakes no obligation to publicly update or revise any for
f
ward-looking statements
included in this Form 10-K or to upda
u
te the reasons why actua
t
l results could diffe
f r fro
f
m those contained in such statements,
whether as a result of new infor
f
mation, future events or otherwise, except to the extent required by federal
f
securities laws. In
light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Form 10-K might not occur, and
you should not put undue reliance on any for
f
ward-looking statements.
3

GLOSSARY OF ENTITIES AND TERMS
The acronyms and abbreviations identified below are used in various sections of this Form 10-K, including "Management's
Discussion and Analysis of Financial Condition and Results of Operations," in Item 7 and the Consolidated Financial
Statements and the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K:
ENTITIES / DIVISIONS:
ABA
Alliance Bank of Arizona
CSI
CS Insurance Company
WAB or Bank
Western Alliance Bank
AmeriHome
AmeriHome Mortgage Company, LLC
DST
Digital Settlement Technologies LLC
WABT
Western Alliance Business Trust
BON
Bank of Nevada
FIB
First Independent Bank
WAL or
Parent
Western Alliance Bancorporation
Bridge
Bridge Bank
TPB
Torrey Pines Bank
WATC
Western Alliance Trust Company, N.A.
Company
Western Alliance Bancorporation and
subs
u
idiaries
WA PWI
Western Alliance Public Welfare
Investments, LLC
TERMS:
ACL
Allowance for
f
Credit Losses
EBO
Early buyout
LGD
Loss Given Default
AFS
Availabl
a e-for-Sale
ECR
Earnings credit rates
LIBOR
London Interbank Offered Rate
ALCO
Asset and Liability Management
Committee
EGRRCPA
The Economic Growth, Regulatory
Relief, and Consumer Protection Act
LIHTC
Low-Income Housing Tax Credit
AML/CFT
Anti-Money Laundering / Countering
the Financing of Terrorism
EPS
Earnings per Share
MBS
Mortgage-Backed Securities
AOCI
Accumulated Other Comprehensive
Income
ERM
Enterprise Risk Management
MOU
Memorandum of Understanding
ASC
Accounting Standards Codification
ESG
Environmental, Social, and Governance
MSA
Metropolitan Statistical Area
ASU
Accounting Standards Update
EVE
Economic Value of Equity
MSR
Mortgage Servicing Right
Basel
Committee
Basel Committee on Banking
Supe
u
rvision
Exchange Act
Securities Exchange Act of 1934, as
Amended
NBL
National Business Lines
Basel III
Banking Supe
u
rvision's December 2010
Final Capital Framework
FASB
Financial Accounting Standards Board
NIST
National Institute of Standards and
Technology
BHCA
Bank Holding Company Act of 1956
FCRA
Fair Credit Reporting Act of 1971
NOL
Net Operating Loss
BOD
Board of Directors
FDIA
Federal Deposit Insurance Act
NPV
Net Present Value
BOLI
Bank Owned Life I
f
nsurance
FDIC
Federal Deposit Insurance Corporation
NYSE
New York Stock Exchange
BSA
Bank Secrecy Act
FFIEC
Federal Financial Institut
t ions
Examination Council
OCC
Offi
f ce of the Comptroller of the
Currency
CAMELS
Capi
a tal Adequacy, Assets, Management
Capabi
a
lity, Earnings, Liquidity,
Sensitivity
FHA
Federal Housing Administration
OCI
Other Comprehensive Income
Capital Rules
The FRB, the OCC, and the FDIC 2013
Approved Final Rules
FHLB
Federal Home Loan Bank
OFAC
Offi
f ce of Foreign Asset Control
CBDP
Commercial Banking Development
Program
FHLMC
Federal Home Loan Mortgage
Corporation
OREO
Other Real Estate Owned
CCO
Chief Credit Offic
f er
FICO
Fair Isaac Corporation
ORMC
Operational Risk Management
Committee
CDARS
Certificate Deposit Account Registry
Service
First Line
First Line of Defense
PCAOB
Publ
u ic Company Accounting Oversight
Board
CECL
Current Expected Credit Loss
FNMA
Federal National Mortgage Association
PCD
Purchased Credit Deteriorated
CEO
Chief Executive Officer
FRA
Federal Reserve Act
PD
Probability of Default
CET1
Common Equity Tier 1
FRB
Federal Reserve Bank
PPNR
Pre-Provision Net Revenue
CFO
Chief Financial Offi
f cer
FTC
Federal Trade Commission
ROU
Right of Use
CFPB
Consumer Financial Protection Bureau
FVO
Fair Value Option
SEC
Securities and Exchange Commission
CIO
Chief Information Officer
GAAP
U.S. Generally Accepted Accounting
Principles
SERP
Suppl
u
emental Executive Retirement Plan
CISO
Chief Information Security Offi
f cer
GLBA
Gramm-Leach-Bliley Act
SIEM
Security Information and Event
M
t
CLO
Collateralized Loan Obligation
GNMA
Government National Mortgage
Association
SLC
Senior Loan Committee
COSO
Committee of Sponsoring Organizations
of the Treadway Commission
GSE
Government-Sponsored Enterprise
SMC
Security Monitoring Center
CRA
Community Reinvestment Act
HELOC
Home Equity Line of Credit
SOFR
Secured Overnight Funding Rate
CRE
Commercial Real Estate
HFI
Held for Investment
TEB
Tax Equivalent Basis
CSR
Cyber Security Response
HFS
Held for Sale
TSR
Total Shareholder Return
t
DEI
Diversity, Equity, and Inclusion
HTM
Held-to-Maturity
UPB
Unpaid Principal Balance
DIF
Deposit Insurance Fund
HUD
U.S. Department of Housing and Urban
r
Development
USDA
United States Department of Agriculture
Dodd-Frank
Act
The Dodd-Frank Wall Street Refor
f
m and
Consumer Protection Act of 2010
ICS
Insured Cash Sweep Service
VA
Veterans Affa
f irs
DOJ
U.S. Department of Justice
IRLC
Interest Rate Lock Commitment
VIE
Variable Interest Entity
DTA or DTL
Deferred Tax Asset or Defer
f red Tax
Liability
ISDA
International Swaps
a
and Derivatives
Association
EAD
Exposure at Defau
f
lt
IT
Information Technology
4

Item 1.
Business.
Organization Structure and Description of Services
WAL is a bank holding company headquartered in Phoenix, Arizona, incorporated under the laws of the state of Delaware.
WAL provides a full spectrum
r
of customized loan, deposit and treasury m
r
anagement capabilities, including funds transfer
f
and
other digital payment offeri
f
ngs through its wholly-owned banking subs
u
idiary, WAB, together with its banking divisions: ABA,
BON, FIB, Bridge, and TPB.
The Company also provides an array of specialized financial services to business customers across the country, including
mortgage banking services through AmeriHome, treasury management services to the homeowner's association sector, and
digital payment services for the class action legal industry.
r
In addition, the Company has the following non-bank subs
u
idiaries:
CSI, a captive insurance company for
f
med and licensed under the laws of the State of Arizona and established as part of the
Company's overall enterprise risk management strategy and WATC, which provides corporate trust services and levered loan
administration solutions.
WAL also has eight unconsolidated subs
u
idiaries used as business trusts in connection with issuance of trus
r
t-prefer
f red securities
as described in "Note 12. Qualifying
f
Debt" in Item 8 of this Form 10-K.
Bank Subsidiary
At December 31, 2024, WAL has the fol
f lowing bank subs
u
idiary:
Bank Name
Headquarters
Location Cities
Total
Assets
Net
Loans
Deposits
(in m
i
illions)
Western
Alliance Bank
Phoenix,
Arizona
Arizona: Chandler, Flagstaff, Gilbert, Mesa, Phoenix,
Scottsdale, and Tucson
$
80,862
$
55,588
$
66,760
Nevada: Carson City, Fallon, Henderson, Las Vegas,
Mesquite, Reno, and Sparks
Califor
f
nia: Beverly Hills, Carlsbad, Costa Mesa, Irvine, La
Mesa, Los Angeles, Oakland, Pleasanton, San Diego, San
Francisco, San Jose, and Woodland Hills
Other: Atlanta, Georgia; Austin, Houston, and Irving, Texas;
Boston, Massachusetts; Chicago, Illinois; Columbus, Ohio;
Denver, Colorado; Minneapolis, Minnesota; New York, New
York; Seattle, Washington; and Tysons, Virginia
WAB has the fol
f lowing wholly-owned operating subsidiaries:
•
WABT holds certain investment securities, municipal and non-profit lo
f
ans, and leases.
•
WA PWI holds interests in certain limited partnerships invested primarily in low income housing tax credits and small
business investment corporations.
•
BW Real Estate, Inc. operates as a real estate investment trus
r
t and holds certain of WAB's real estate loans and related
securities.
•
Helios Prime, Inc. holds interests in certain limited partnerships invested in renewabl
a e energy proje
o cts.
•
Western Finance Company purchases and originates equipment fin
f ance leases and provides mortgage banking services
through its wholly-owned subs
u
idiary, AmeriHome.
•
DST provides digital payments services for the class action legal industry.
Mar
M
ket
r
Segments
The Company's reportabl
a e segments are aggregated with a foc
f
us on products and services offere
f
d and consist of three
reportabl
a e segments:
•
Commercial segment: provides commercial banking and treasury m
r
anagement 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.
r
•
Consumer Related segment: offers
f
commercial banking services to enterprises in consumer-related sectors, as well as
consumer banking services, such as residential mortgage banking.
•
Corpor
r
ate & Other: consists of the Company's investment portfol
f io, Corporate borrowings and other related items, as
well as income and expense items not allocated to other reportabl
a e segments and inter-segment eliminations.
5

Loan and deposit accounts are typically assigned directly to the segments where these products are originated and/or serviced.
Equity capital is assigned to each segment based primarily on the risk profile of their assets and liabi
a lities. Any excess equity
not allocated to segments based on risk is assigned to the Corporate & Other segment.
Net interest income, provision for credit losses, and non-interest expense amounts are recorded in their respective segments to
the extent the amounts are directly attributable to those segments. Net interest income of a reportabl
a e segment includes a funds
transfer
f
pricing process that matches assets and liabi
a lities with similar interest rate sensitivity and matur
t
ity characteristics.
Using this fun
f
ds transfer
f
pricing methodology, liquidity is transfer
f red between users and providers. Net income amounts for
f
each reportabl
a e segment are fur
f
ther derived by the use of expense allocations. Certain expenses not directly attributable to a
specific segment are allocated across all segments based on key metrics, such as number of employees, number of transactions
processed for
f
loans and deposits, and average loan and deposit balances. Income taxes are appl
a
ied to each segment based on the
effe
f ctive tax rate for the geographic location of the segment. Any differe
f
nce in the corporate tax rate and the aggregate effec
f
tive
tax rates in the segments are reflected in the Corpor
r
ate & Other segment.
Lending Activities
General
Through WAB and its banking divisions and operating subsidiaries, the Company provides a variety of lending products to
customers, including the loan types discussed below.
Commercial and Industrial: Commercial and industrial loans comprise 43% and 38% of the Company's HFI loan portfol
f io as of
December 31, 2024 and 2023, respectively. These loans include working capital lines of credit, loans to technology companies,
inventory a
r
nd accounts receivable lines, mortgage warehouse lines, and other commercial loans. Equipment loans and leases
and loans to tax-exempt municipalities and not-for-profit organizations are also categorized as commercial and industrial loans.
Residential: Residential loans comprise 27% and 29% of the Company's loan portfol
f io as of December 31, 2024 and 2023,
respectively. The Company executes flow and bulk residential loan purchases that meet the Company's goals and underwriting
criteria through its residential mortgage acquisition program. These loan purchases consist of both conforming and non-
confor
f
ming loans. Non-confor
f
ming loan purchases are generally limited to borrowers with high FICO scores and loans with
low loan-to-value ratios.
CRE: Loans to fund
f
the purchase or refin
f ancing of CRE for investors (non-owner occupi
u ed) or owner occupant
u
s represent 22%
and 23% of the Company's loan portfol
f io as of December 31, 2024 and 2023, respectively. These CRE loans are secured by
multi-family residential properties, profes
f
sional offic
f es, industrial faci
f
lities, retail centers, hotels, and other commercial
properties. Approximately $2.3 billion, or 4.4%, of total loans HFI consisted of CRE non-owner occupi
u ed offi
f ce loans as of
December 31, 2024, compared to $2.4 billion, or 4.7%, as of December 31, 2023. 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-
offi
f ce employers in today’s environment, including enhanced on-site amenities. The vast majority of these proje
o cts are located
in suburba
u
n locations with central business district and midtown exposure of less than 1% and 11% of offi
f ce loans,
respectively.
The office loan portfolio largely consists of value-add loans that require significant up-
u
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. In addition to adhering to conservative underwriting standards, asset-specific credit risk is
mitigated through continued sponsor suppor
u
t of proje
o cts by re-appraisal rights by the Company, re-margining requirements and
ongoing debt service, and debt yield covenants. To a large extent, the financing struc
r
tures of these loans do not carry junior
liens or mezzanine debt, which enables maximum fle
f xibility when working with clients and sponsors.
Subs
u
tantially all of the Company's remaining CRE loans are secured by fir
f st liens with an initial loan-to-value ratio of generally
not more than 75%. As of December 31, 2024 and 2023, 16% of the Company's CRE loans were owner occupi
u ed. Owner
occupi
u ed CRE loans are loans secured by owner occupi
u ed non-farm nonresidential properties for
f
which the primary source of
repayment (more than 50%) is the cash flo
f w fro
f
m the ongoing operations and activities conducted by the borrower who owns
the property. Non-owner occupi
u ed CRE loans are CRE loans for
f
which the primary source of repayment is rental income
generated fro
f
m the collateral property.
Construction and Land Development: Construc
r
tion and land development loans comprise 8% and 10% of the Company's loan
portfol
f io as of December 31, 2024 and 2023, respectively. This portfol
f io includes single fam
f
ily and multi-family residential
projects, industrial/warehouse properties, offi
f ce buildings, retail centers, medical offi
f ce facilities, and residential lot
developments. These loans are primarily originated to experienced local and national developers with whom the Company has a
satisfactory l
r
ending history.
r
An analysis of each construc
r
tion proje
o ct is performed as part of the underwriting process to
6

determine whether the type of property, location, construc
r
tion costs, and contingency funds
f
are appropr
a
iate and adequate. Loans
to finance commercial raw land are primarily to borrowers who plan to initiate active development of the property within two
years.
Consumer: Limited types of consumer loans are offere
f
d to meet customer demand and to respond to community needs.
Examples of these consumer loans include home equity loans and lines of credit, home improvement loans, personal lines of
credit, and loans to individuals for investment purpos
r
es.
At December 31, 2024, the Company's HFI loan portfol
f io totaled $53.7 billion, or approximately 66% of total assets. The
following tabl
a e sets for
f
th the composition of the Company's HFI loan portfol
f io:
December 31,
2024
2023
Amount
Percent
Amount
Percent
(dol
d lars in millions)
Commercial and industrial
$
23,128
43.1 %
$
19,103
38.0 %
Commercial real estate - non-owner occupi
u ed
9,868
18.4
9,650
19.2
Commercial real estate - owner occupi
u ed
1,825
3.4
1,810
3.6
Construc
r
tion and land development
4,479
8.3
4,889
9.7
Residential real estate
14,326
26.7
14,778
29.4
Consumer
50
0.1
67
0.1
Loans HFI, net of deferred loan fees an
f
d costs
$
53,676
100.0 %
$
50,297
100.0 %
Allowance for
f
credit losses
(374)
(337)
Net loans HFI
$
53,302
$
49,960
For additional infor
f
mation regarding loans, see "Note 4. Loans, Leases and Allowance for
f
Credit Losses" in Item 8 or
"Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations and
Financial Condition – Loans" in Item 7 of this Form 10-K.
The Company adheres to a specific set of credit standards intended to ensure appropr
a
iate management of credit risk.
Furthermore, the Bank's senior management team plays an active role in monitoring compliance with such standards.
Loan originations are subject to a process that includes the credit evaluation of borrowers, utilizing established lending limits,
collateral analysis, and procedures for
f
continual monitoring and identification of credit deterioration. Loan offi
f cers actively
monitor their individual credit relationships in order to report suspected risks and potential downgrades as early as possible. The
BOD approve
a
s all material changes to loan policy, as well as lending limit authorities. The Bank's lending policies generally
incorporate consistent underwriting standards across all geographic regions in which the Bank operates, customized as
necessary to conform to state law and local market conditions. The Bank's credit culture emphasizes timely identific
f ation of
troubled credits allowing management to take prompt corrective action, when necessary.
Loan Approval
p
Procedures and Authority
i
The Company's loan appr
a
oval procedur
d
es are executed through a tiered loan limit authorization process, which is struc
r
tured as
follows:
•
Individual Credit Authorities. The credit approva
a
l levels for
f
individual credit offic
f ers are set by policy and certain
credit offi
f cers' approva
a
l authorities are establ
a ished on a delegated basis.
•
SLC Subcom
S
mittees. Credits in excess of individual credit authorities but less than SLC approva
a
l thresholds are
subm
u
itted to the appropriate subc
u
ommittee based on risk segment. The Company's risk segments are defined primarily
by product lines organized based on loan type and risk profile. The subcom
u
mittees consist of members of the Bank's
senior management and senior credit officers.
•
SLC. Credits in excess of subcom
u
mittee approva
a
l authority require the approva
a
l of the Bank's SLC, which has the
highest level of credit appr
a
oval authority. SLC membership includes the CEO and other senior executives appointed by
the CEO and is chaired by the Bank's CCO.
7

Management and monitoring of credit risk for the Company's overall lending portfol
f io continues to be a high priority. As
elevated focus on the evolving industry d
r
ynamics fac
f
ing the CRE market have emerged over the past year, the Company has
been proactive in establishing enhanced monitoring policies and procedur
d
es as it relates to its CRE loans and has undertaken
actions to limit growth of its CRE portfol
f io. To this end, and to drive consistency in underwriting, portfol
f io management, and
loan monitoring metrics, in January 2024, the Company aligned its loan committee struc
r
tures to a product focus
f
, creating new
CRE and C&I loan committees, which is a shift a
f
way fro
f
m its former divisional or NBL focused loan committees. The
Company has also undertaken effort
f
s dur
d
ing the year to streamline its credit risk monitoring process to enable management to
more centrally track and monitor assets. In addition, the Company's credit monitoring strategy continues to be foc
f
used on early
identification and elevation of potential problem loans. These effor
f
ts include increased frequency of meetings with business line
owners, early engagement of the Company's special assets group, and inclusion of pass grade loans with a potential for
downgrade in asset quality and problem loan meeting discussions.
Loans to One Borrower. In addition to the limits set for
f
th below, subj
u ect to certain exceptions, state banking laws generally
limit the amount of funds a bank may lend to a single borrower. Under Arizona law, the obligations of one borrower to a bank
generally may not exceed 20% of the Bank’s capital, plus an additional 10% of its capital if the additional amounts are fully
secured by readily marketable collateral. Arizona law does not specifically require aggregation of loans to affi
f liated entities in
determining compliance with the lending limit. As a matter of longstanding practice, the Arizona Department of Insurance and
Financial Institutions uses the same aggregation analysis as app
a
lied to national banks by the Office of the Comptroller of the
Currency.
Concentrations of Credit Risk.
i
The Company's lending policies also establish customer and product concentration limits for
f
its
HFI and HFS loan portfol
f ios, which are based on outstanding amounts, to control single customer and product exposures. The
Company's lending policies have several different measures to limit concentration exposures. Set forth below are the primary
segmentation limits and actua
t
l measures based on outstanding amounts as of December 31, 2024:
Percent of Tier 1 Capital and ACL (1)
Policy Limit
Actual
Loans HFI
CRE
230 %
165 %
Commercial and industrial
550
327
Construc
r
tion and land development
85
63
Residential real estate
260
202
Consumer
7
1
Loans HFS
Residential real estate
60
32
(1)
ACL refers to the allowance for
f
credit losses on fun
f
ded loans.
Asset Quality
General
To measure asset quality, the Company has instituted a loan grading system consisting of nine differe
f
nt categories. The first
five are considered satisfac
f
tory "pass" ratings. The other fou
f
r "non-pass" grades range from a “Special mention” category t
r
o a
“Loss” category a
r
nd are consistent with the grading systems used by federal
f
banking regulators. All loans are assigned a credit
risk grade at the time they are made and formally reviewed on a quarterly basis as part of the Company's loan grade certification
process to identify l
f
oans that may be exhibiting early-warni
r ng signs of credit stress and determine whether a change in the
credit risk grade is warranted. In addition, the grading of the Company's loan portfol
f io is reviewed on a regular basis by its
internal loan review department.
Collection Procedur
d
e
Bank personnel are responsible for monitoring activity that may indicate an increased risk rating, including, but not limited to,
past-due
d
s, overdrafts, and loan agreement covenant defaults related to its commercial borrowers. If a commercial borrower fails
to make a schedul
d ed payment on a loan, Bank personnel attempt to remedy the deficiency by contacting the borrower and
seeking payment. Contact is generally made within 15 business days after the payment becomes past due
d
. The Bank also
maintains a special assets department, which generally services and collects loans rated Substandard or worse. Loans deemed
uncollectible are charged-off.
8

Nonperfor
f
ming Assets
Nonperforming assets include loans past due 90 days or
d
more and still accruing
r
interest (that are not government guaranteed),
non-accrua
r
l and accruing
r
restructur
t
ed loans, and repossessed assets, including OREO. In general, loans are placed on non-
accrual status
t
when the Company determines ultimate collection of principal and interest is in doubt due to the borrower’s
financial condition, collateral value, and collection efforts. In addition, the Company considers all loans rated Subs
u
tandard or
worse to be experiencing financial diffi
f culty. A restructur
t
ed loan is a loan modification for
f
a borrower experiencing financial
difficulty. Other repossessed assets result fro
f
m loans where the Company has received title or physical possession of the
borrower’s assets. The Company generally re-appr
a
aises OREO and collateral dependent non-residential loans with balances
greater than $0.5 million every 1
r
2 months. Total net gains and losses on sales and reappraisals of repossessed and other assets
was not significant during each of the years ended December 31, 2024, 2023, and 2022. However, losses may be experienced in
future periods.
Criticized Assets
Federal bank regulators require banks to classify their assets on a regular basis. In addition, in connection with their
examinations of the Bank, examiners have authority to identify p
f
roblem assets and, if appropriate, re-classify them. A loan
grade of "Special Mention" from the Company's internal loan grading system is utilized to identify p
f
otential problem assets and
loan grades of "Substandard," "Doubtful," and "Loss" are utilized to identify a
f
ctua
t
l problem assets.
The fol
f lowing describes the potential and actua
t
l problem assets using the Company's internal loan grading system definitions:
•
"Spe
S
cial Mention" (Grade 6): Generally these are assets that possess potential weaknesses that warrant management's
close attention. These loans may involve borrowers with adverse fin
f ancial trends, higher debt to equity ratios, or
weaker liquidity positions, but not to the degree of being considered a “problem loan” where risk of loss may be
apparent. Loans in this category a
r
re usually perfor
f
ming as agreed, although there may be non-compliance with
financial covenants.
•
“Subs
S
tandard” (Grade 7): These assets are characterized by well-defin
f ed credit weaknesses and carry the distinct
possibility the Company will sustain some loss if such weakness or deficiency is not corrected. All loans 90 days or
more past due and all loans on non-accrual status
t
are considered at least "Subs
u
tandard," unless extraordinary
circumstances would suggest otherwise.
•
“Do
“
ubtfu
t l” (Grade 8): These assets have all the weaknesses inherent in those classified as "Substandard" with the
added characteristic that the weaknesses present make collection or liquidation in ful
f l, on the basis of currently
existing fac
f
ts, conditions and values, highly questionable and improbable, but because of certain known fac
f
tors which
may work to the advantage and strengthening of the asset (for example, capital injection, perfecting liens on additional
collateral and refinancing plans), classification as an estimated loss is deferred until a more precise status
t
may be
determined.
•
“Loss” (Grade 9): These assets are considered uncollectible and having such little recoverabl
a e value that it is not
practical to defer writing off t
f
he asset. This classification does not mean the loan has absolutely no recovery or salvage
value, but rather it is not practicable or desirabl
a e to defer
f
writing off t
f
he asset, even though partial recovery may be
achieved in the future.
Allowance for
f
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, unfunde
f
d loan commitments, and investment securities. The provision is equal to the amount required to
maintain the ACL at a level adequate to absorb estimated lifet
f ime credit losses inherent in the loan and investment securities
portfol
f ios as well as off-balance sheet credit exposures. Charge-offs
f
are recorded as a reduc
d
tion to the ACL and subs
u
equent
recoveries of previously charged-off a
f
mounts are credited to the ACL. The ACL on funde
f
d loans and investment securities are
presented as a reduction to the respective asset balance on the Consolidated Balance Sheet. The ACL on unfunded loan
commitments is classified in Other liabi
a lities on the Consolidated Balance Sheet. For a detailed discussion of the Company’s
methodology see “Management’s Discussion and Analysis and Financial Condition – Critical Accounting Estimates –
Allowance for
f
Credit Losses” in Item 7 of this Form 10-K.
9

Investment Activities
The Company has an investment policy, which is approve
a
d by the BOD on an annual basis. This policy dictates that investment
decisions be made based on the safety of the investment, liquidity requirements of the Bank and holding company, potential
returns, cash flo
f w targets, and consistency with the Company's interest rate risk management. The Bank’s ALCO is responsible
for making securities portfol
f io decisions in accordance with establ
a ished policies. The CFO and Treasurer have the authority to
purchase and sell securities within specified guidelines. All investment transactions for the Bank and for
f
the holding company
during the year ended December 31, 2024 were reviewed by the ALCO and BOD.
The Company's investment policy limits new securities purchases to certain eligible investment types and, in the aggregate, are
further subject to the following quantitative limits of the Bank, which are calculated as a percent of CET1, as of December 31,
2024:
Securities Category
Policy Limit
Actual
Held-t
d o-
t
maturity
i
Tax-exempt low income housing development bonds
35.0 %
19.9 %
Availa
i ble-
l fo
-
r-sale debt and equity securities
i
CLO
22.5
8.4
Corporate debt securities
10.0
6.0
High quality liquid assets:
Non-GNMA
70.0
36.4
GNMA
92.5
61.7
Private label residential MBS
25.0
16.9
Municipal securities and tax-exempt low income housing development bonds
20.0
13.9
U.S. Treasury s
r
ecurities & agency notes with maturities greater than 1 year (1)
50.0
—
CRA
5.0
1.0
Preferred stock
5.0
1.4
(1)
There is no investment policy limit for purchases of U.S. Treasury s
r
ecurities with maturities less than 1 year.
The Company's policies also govern the use of derivatives, and provide that the Company prudently use derivatives in
accordance with applicable regulations as a risk management tool to reduc
d
e the overall exposure to interest rate risk, and not for
speculative purposes.
The Company's investment securities portfol
f io includes debt and equity securities. Debt securities are classified as AFS or
HTM pursuant to ASC Topic 320, Investme
t
nts and ASC Topic 825, Financial Ins
I
truments. Equity securities are reported at fair
f
value in accordance with ASC Topic 321, Equity Securities. For further discussion of significant accounting policies related to
the Company's investment securities portfol
f io refer to "Note 1. Summary o
r
f Significant Accounting Policies" in Item 8 of this
Form 10-K.
As of December 31, 2024, the Company's investment securities portfol
f io totaled $15.1 billion, representing approximately 19%
of the Company's total assets, with a significant portion of the portfol
f io invested in AAA/AA+ rated securities. The average
duration, which is a measure of the interest rate sensitivity of the Company's debt securities portfol
f io, is 3.4 years as of
December 31, 2024.
10

The fol
f lowing tabl
a e summarizes the carrying value of the Company's investment securities:
December 31,
2024
2023
Amount
Percent
Amount
Percent
(dol
d lars in millions)
Debt securities
Residential MBS issued by GSEs
$
5,831
38.6 %
$
1,972
15.5 %
U.S. Treasury s
r
ecurities
4,383
29.0
4,853
38.2
Tax-exempt
2,195
14.5
2,101
16.5
Private label residential MBS
1,123
7.4
1,303
10.2
CLO
570
3.8
1,399
11.0
Commercial MBS issued by GSEs
437
2.9
530
4.2
Corporate debt securities
386
2.6
367
2.9
Other
69
0.4
69
0.5
Total debt securities
$
14,994
99.2 %
$
12,594
99.0 %
Equity securities
Preferred stock
$
91
0.6 %
$
100
0.8 %
CRA investments
26
0.2
26
0.2
Total equity securities
$
117
0.8 %
$
126
1.0 %
Total investment securities
$
15,111
100.0 %
$
12,720
100.0 %
As of December 31, 2024 and 2023, the Company also held investments in BOLI of $1.0 billion and $186 million, respectively.
BOLI is used as a tax effi
f cient method to help offs
f et employee benefit
f
costs. The increase in BOLI fro
f
m December 31, 2023 is
attributable to the purchase of a new BOLI policy dur
d
ing the year. The earnings from the new BOLI separate life p
f
olicy are
linked to the performance of a pool of highly rated (AA or better) CLO securities, secured by a stable value wrap t
a
hat provides
a level of stability to the investment performance of the underlying CLO portfol
f io.
For additional infor
f
mation concerning investments, see “Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Results of Operations and Financial Condition – Investments” in Item 7 of this Form 10-K.
Deposit Products
The Company offers
f
a variety of deposit products, including demand deposits, checking accounts, savings accounts, money
market accounts, and other types of deposit accounts, including fixed-rate, fix
f ed maturity certificates of deposit. The Company
has historically focused on growing its lower cost core customer deposits. Recently, the Company has also focused on
expanding into new deposit channels, including online consumer focused deposit initiatives. As of December 31, 2024, the
deposit portfol
f io was comprised of 28% non-interest-bearing deposits and 72% interest-bearing deposits.
The competition for depos
f
its in the Company's markets is strong. The Company has historically been successful
f
in attracting
and retaining deposits due
d
to several fact
f
ors, including its:
•
knowledgeable and empowered bankers committed to providing personalized and responsive service that translates
into long lasting relationships;
•
broad selection of cash management services offered
f
; and
•
incentives to employees for business development and retention.
Deposit balances are generally influenced by national and local economic conditions, changes in prevailing interest rates,
competitiveness of offere
f
d rates, perceived stabi
a lity of fin
f ancial institutions, and competition. In order to attract and retain
deposits, the Company relies on providing quality service and introducing new products and services that meet the needs of its
customers.
The Bank's deposit rates are determined through an internal oversight process under the direction of its ALCO. The Bank
considers a number of fac
f
tors when determining deposit rates, including:
•
current and proje
o cted national and local economic conditions and the outlook for interest rates;
•
competition for deposits;
•
loan and deposit positions and for
f
ecasts, including any concentrations in either; and
•
alternative borrowing costs fro
f
m the FHLB or other sources.
11

The fol
f lowing tabl
a e shows the Company's deposit composition:
December 31,
2024
2023
Amount
Percent
Amount
Percent
(in millions)
Non-interest-bearing demand deposits
$
18,846
28.4 %
$
14,520
26.2 %
Interest-bearing transaction accounts
15,878
23.9
15,916
28.8
Savings and money market accounts
21,208
32.0
14,791
26.7
Time certificates of deposit ($250,000 or more)
1,640
2.5
1,478
2.7
Other time deposits (1)
8,769
13.2
8,628
15.6
Total deposits
$
66,341
100.0 %
$
55,333
100.0 %
(1)
Retail brokered time deposits over $250,000 of $5.6 billion and $5.8 billion as of December 31, 2024 and 2023, respectively, are included within
Other time deposits as these deposits are generally participated out by brokers in shares below the FDIC insurance limit.
Although the Company does not pay interest to depositors of non-interest-bearing accounts, earnings credits and refer
f ral fees
f
are awarded to certain account holders, which offs
f et charges incurred by account holders for other services. Earnings credits
and referral fees
f
earned in excess of charges incurred by account holders are recorded in Deposit costs as part of non-interest
expense and fluctuate as a result of eligible deposit balances and ECR rates on these deposit balances.
In addition to the Company's deposit base, it has access to other sources of funding, including FHLB and FRB advances,
Federal funds pu
f
rchased, repurchase agreements, and secured and unsecured lines of credit with other fin
f ancial institutions.
Previously, the Company has also accessed the capi
a tal markets through trus
r
t preferred, credit linked note, subordina
u
ted debt,
and Senior Note offer
f ings. For additional infor
f
mation concerning the Company's deposits, see “Management’s Discussion and
Analysis of Financial Condition and Results of Operations – Balance Sheet Analysis – Deposits” in Item 7 of this Form 10-K.
Other Financial Products and Services
In addition to traditional commercial banking activities, the Company offers
f
other fin
f ancial services to its customers, including
internet banking, wire transfer
f s, electronic bill payment and presentment, funds
f
transfer an
f
d other digital payment offeri
f
ngs,
lock box services, courier, and cash management services.
Customer, Product, and Geographic Concentrations
Commercial and industrial loans make up 43% and 38% of the Company's HFI loan portfol
f io as of December 31, 2024 and
2023, respectively. Residential loans comprise 27% and 29% of the Company's HFI loan portfol
f io as of December 31, 2024 and
2023, respectively. In addition, 30% and 33% of the Company's HFI loan portfol
f io at December 31, 2024 and 2023,
respectively, was represented by CRE and construc
r
tion and land development loans. The Company’s CRE business is
concentrated primarily in the Company's core footpr
f
int states: Arizona, Californi
f
a, and Nevada. Consequently, the Company is
dependent on the trends of these regional economies.
The Company is not dependent upon any single or limited number of customers, the loss of which would have a material
adverse effect on the Company. Neither the Company nor any of its reportabl
a e segments have customer relationships that
individually account for 10% or more of consolidated or segment revenues. No material portion of the Company’s lending
business is seasonal. However, seasonality in the Company's mortgage warehouse deposits may impact lending activities.
Competition
The fin
f ancial services industry i
r
s highly competitive and has been significantly impacted by federal and state legislation that
makes it easier for
f
non-bank financial institutions to compete with the Company. The Company competes for loans, deposits,
and customers with other banks, mortgage companies, insurance companies, finance companies, fin
f ancial technology firms, and
other non-bank financial services providers. This strong competition for depos
f
it and loan products directly affe
f cts the interest
rates on those products and the terms on which they are offered to customers. In addition, many of the Company's competitors
are much larger in total assets and capitalization and are abl
a e to offer a broader range of financial services than the Company
can offer.
f
Technological innovation and capabilities, including changes in product delivery s
r
ystems and web-based tools, also
continue to contribute to greater competition in domestic and international fin
f ancial services markets and larger competitors
may be abl
a e to allocate more resources to these technology initiatives.
12

Human Capital Resources
The Company’s culture is defined by its corporate values of integrity, creativity, teamwork, passion, and excellence. People,
Performance, and Possibilities captur
a
e the Company's defin
f ing values and behaviors that shape our unique culture and how we
do business. People are the fou
f
ndation of the Company and the Company invests in their success by providing expanded
opportunities for
f
career growth and advancement. Our people are committed to our clients’ success and, by putting clients first,
we create strong stockholder returns
t
. This leads to tremendous possibilities to fue
f
l client growth and support the Company’s
communities.
The Company is deeply committed to giving back to the communities where it does business and strives to help low-to-
moderate income geographies become healthier and more sustainable communities. Employees are encouraged to dedicate their
time and expertise to charitabl
a e and civic organizations they are passionate about. In total, employees volunteered more than
18,000 hours in 2024. The Company is also committed to providing financial support for
f
educ
d
ation, afford
f
able housing, and
community development lending and investments.
As of December 31, 2024, the Company employed 3,524 full-time equivalent employees, an increase of 8% fro
f
m December 31,
2023. The Company’s employees are not represented by a union or covered by a collective bargaining agreement.
Human Capi
C
tal Met
M ri
t cs
The Company is committed to maintaining a dynamic and diverse workforce and provides equal opportunity in all aspects of
employment. The Company continually assesses opportunities to attract and retain a diverse population of high performing
employees to suppor
u
t the growth of the Company. The Company has built relationships with community and educational
institutions to strengthen its pipelines of potential job candidates. The Company maintains an executive-led Opportunity
Council, which provides access to leadership, and evaluates organizational practices that build a sense of belonging, enhance
the Company's pipeline of talent, engage its people, and create a culture instilled with the Company's corporate values. One
aspect of this work is the active support of Business Resource Groups, which are employee-led groups to suppor
u
t the diverse
aspects and experiences of our people, such as women, veterans, minority groups, cancer survivors and caretakers, LGBTQIA+
employees, employees with disabi
a lities, and encouraging multigenerational connections. These groups are open to all, provide
connection with Bank leadership, and are focus
f
ed on educ
d
ation, profes
f
sional development, and community engagement.
The Company employs a diverse workforce that refle
f cts its clients and communities, which is shown in the Company's ethnic
and gender diversity metrics presented in the table below:
December 31,
2024
2023
2022
(as a percentage of total employees)
o
Employees belonging to an ethnic minority group
45 %
44 %
43 %
Female employees
50
51
52
As of December 31, 2024, 44% of employees that occupi
u ed roles involving supe
u
rvision and management of other employees
were women, compared to 43% in the prior year. In addition, at the leadership level, the Company's fem
f
ale and ethnic
employees increased to 48% as of December 31, 2024 from 45% in the prior year.
Recruiting, Retention, and Talent Development
The Company recognizes its success is highly dependent on its ability to attract, retain and develop employees. To fos
f
ter this
development, the Company has created three early talent identification programs, a college internship program, the CBDP, and
iLead, with the goal of each program being to enhance management’s abi
a lity to promote pathways for grow
f
th of future leaders.
Campus recrui
r tment initiatives and partnerships also help expand the Company’s pipeline of talent. Within the internship
program, college student
t
s and recent graduates are paired with leaders across the Company to create a valuabl
a e, immersive
experience, with an objective of retaining promising interns and creating a pipeline for
f
the CBDP or other roles. The CBDP is
an 18-month, on-the-jo
- b development program to train successful
f
credit analysts that offers
f
progressive assignments,
mentoring, opportunities to learn the business and various aspects of leadership, with the objective of developing future
t
leaders
of the Company. The iLead Program is an 18-month program for recent MBA gradua
d
tes, designed to accelerate the
development of high potential mid-career talent in sales or corpo
r
rate career paths. Additionally, the Company has expanded its
sales training and mentoring efforts to fos
f
ter internal development within its commercial lending teams.
As a growing company, recrui
r ting new talent to the organization is key to the Company’s success and part of that objective
includes building a workforce that is representative of the communities the Company exists in and serves. In 2024, 51% of
WAB’s open positions were filled by external candidates belonging to an ethnic minority group compared to 47% in 2023.
13

Retaining qualified employees who have been key contributors to the Company's success story remains an important objective.
The table below presents the Company's overall employee turno
t
ver rate:
Year ended December 31,
2024
2023 (1)
2022 (1)
Turnover Rate
15 %
14 %
17 %
(1)
Excludes the impact of reductions in workforce duri
d
ng the period.
The tur
t
nover rate was largely consistent at 15% in 2024 compared to 2023.
The table below presents the Company's employee tur
t
nover rate by age group:
Year ended December 31,
Turnover Rate by Age Group
2024
2023 (1)
2022 (1)
Under 30
19 %
18 %
27 %
Between 30-50
14
14
15
Over 50
15
14
15
(1)
Excludes the impact of reductions in workforce duri
d
ng the period.
In 2024, 2023 and 2022, the Company's tur
t
nover rate was highest among employees in the Under 30 age group.
The Company also offers
f
a variety of resources and training to help its employees grow in their current roles and build new
skills and awareness, including online development programs and workshops, mentoring programs, tuition reimbursement,
participation in Business Resource Groups, and internal webinars that featur
t
e speakers fro
f
m across the Company, sharing
information about
a
and success in their business line, division, or functional area. The Company encourages its employees to
take an active role in their career and through the annual performance management process, employees are abl
a e to identify
individual development goals and create an action plan to achieve these goals.
Compensation and Benefits
e
The Company’s compensation and benefits programs are designed to attract, retain, motivate, and reward employees to deliver
strong performance and excellence. In addition to salaries, these programs include annual bonuses, stock awards, a 401(k) Plan
with an employer matching contribution, healthcare, life i
f
nsurance and other benefits, health savings and fle
f xible spending
accounts, and various paid time off b
f
enefits
f
. Throughout the organization, 100% of employees participate in the annual bonus
plan or are eligible to receive business incentives.
Health and Wellness
The Company is committed to supporting the wellness of its people, to enable their personal and profes
f
sional productivity,
improve physical and mental well-being, and provide suppor
u
t for
f
optimal health at work and at home. To suppor
u
t these effort
f
s,
the Company has established Wellness Committees to engage its people in well-being initiatives that provide opportunities for
f
employees to develop healthier lifes
f
tyles by promoting habits and attitudes that support wellness.
Supervision and Regulation
The Company and its subs
u
idiaries are extensively regulated and supervised under both federal an
f
d state laws. A summary
description of the laws and regulations that relate to the Company’s operations are discussed in Supervision and Regulation
within Item 7 of this Form 10-K.
Additional Available Infor
f
mation
The Company maintains an internet website at http://www.westernalliancebancorporation.com
p
p
. The Company makes available
a
its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports
filed or fur
f
nished pursuant to Sections 13(a) and 15(d) of the Exchange Act and other information related to the Company free
of charge, through this site, as soon as reasonabl
a y practicable afte
f r it electronically files those documents with, or otherwise
furnishes them to the SEC. The SEC maintains an internet site at http:
t //www.sec.gov
p
g
, fro
f
m which all for
f
ms filed electronically
may be accessed. The Company’s internet website and the information contained therein are not incorporated into this Form 10-
K.
In addition, copies of the Company’s annual report will be made availabl
a e, free of charge, upon written request.
14

Item 1A.
Risk Factors.
Investing in our common stock involves various risks, many of which are specific to our business. The discussion below
addresses the material risks and uncertainties, of which we are currently aware, that could have a material adverse effect
f
on our
business, results of operations, and financial condition. Other risks that we do not know about now, or that we do not currently
believe are material, could negatively impact our business or the trading price of our securities. Additionally, investors should
not interpret the disclosure of a risk to imply that the risk has not already materialized. See additional discussions about credit,
interest rate, market, and litigation risks in "Item 7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations."
Market and Economic Risks
Our fin
f
ancial perfor
f
ma
r
nce may be adverse
r
ly affe
f cted by conditio
d
ns in the fin
f
ancial markets,
t
adverse
r
developm
l
ents or
concerns affe
f ctin
t
g the
t
financ
i
ial services industry generally or financ
i
ial ins
i
titutions that are similar to u
t
s or may be viewed
as being similar to u
t
s, and economic conditio
d
ns generally.
Our fin
f ancial performance is highly dependent upon the business environment in the markets where we operate and in the U.S.
as a whole. Unfavorable or uncertain economic and market conditions can be caused by declines in economic growth, business
activity, or investor or business confid
f ence, limitations on the availabi
a lity or increases in the cost of credit and capital, increases
in inflation or interest rates, U.S. government debt default or shutdown, the imposition of tariffs
f
on trade, natural disasters, the
emergence of widespread health emergencies or pandemics, terrorist attacks, acts of war (such as the military conflicts
f
in
Ukraine and the Middle East), or a combination of these or other fact
f
ors.
The specific impact on us of unfav
f
orable or uncertain economic or market conditions is difficult to predict, could be long or
short term, and may be indirect, such as disrupt
u ions in our customers' suppl
u
y chains or a reduction in the demand for their
products or services. A worsening of business and economic conditions generally or specifically in the principal markets in
which we conduct business could have adverse effects, including the fol
f lowing:
•
a decrease in deposit balances or the demand for
f
loans and other products and services we offer;
f
•
an increase in the number of borrowers who become delinquent, file
f
for protection under bankruptcy laws or default
on their loans or other obligations to us, which could lead to higher levels of nonperforming assets, net charge-offs,
and provisions for credit losses;
•
a decrease in the value of loans and other assets or in the value of collateral;
•
a decrease in net interest income from our lending and deposit gathering activities;
•
an impairment of certain intangible assets such as goodwill;
•
an increase in competition resulting from increasing consolidation within the fin
f ancial services industry;
r
and
•
an increase in borrowing costs in excess of changes in the rate at which we reinvest funds.
In the U.S. fin
f ancial services industry,
r
the soundness of financial institutions is closely interrelated. Actual events involving
limited liquidity, defau
f
lts, non-performance or other adverse developments affe
f cting fin
f ancial institutions, transactional
counterpa
r
rties or other companies in the financial services industry o
r
r the financial services industry g
r
enerally, or concerns or
rumors about any events of these kinds or other similar events, have in the past and may in the future lead to erosion of
customer confid
f ence in the banking system or certain banks, deposit volatility, liquidity issues, credit problems, losses or
defaults by other institutions, stock price volatility and other adverse developments. The bank closures in the fir
f st half of 2023
led to such disrupt
u ion and volatility, including deposit outflows, at many mid-sized banks, including us, increasing the need for
liquidity. Although bank regulators ensured depositors would have access to all of their money after only one business day of
the fir
f st such bank closure, including funds held in uninsured deposit accounts, it is not certain bank regulators will treat future
f
bank failures similarly. Additionally, these types of events may adversely affect financial intermediaries, such as clearing
agencies, clearing houses, banks, securities firms
f
, and exchanges, with which we interact on a daily basis. Any of these impacts,
or any other impacts resulting fro
f
m the events described above or othe
a
r related or similar events, could have a material adverse
effe
f ct on our liquidity and current and/or projected business operations and fin
f ancial condition and results of operations.
It is possible that the business environment in the U.S., including with respect to the fin
f ancial services industry,
r
will continue to
be challenging or experience recession or additional volatility in the future. There can be no assurance such conditions will
improve in the near term or that conditions will not worsen. There also can be no assurance there will not be additional bank
failures or liquidity concerns in particular segments of the fin
f ancial services industry o
r
r in the U.S. financial system as a whole.
Such conditions or events could adversely affect our business, results of operations, and financial condition.
15

Changes in i
i
nt
i
eres
t
t rates
t
and inc
i
reased rate competiti
t
on could a
l
dverse
r
ly affe
f ct our profi
o ta
i bility
i
, b
y
usiness, and prospects.
t
Most of our assets and liabi
a lities reprice with changes in interest rates, which subj
u ects us to significant risks from changes in
interest rates and can impact our net interest income, mortgage banking revenues, the valuation of our assets and liabi
a lities, and
our ability to effe
f ctively manage interest rate risk.
We derive a significant amount of revenue from net interest income and, therefor
f
e, our net income depends heavily on net
interest margin. Net interest margin is the differe
f
nce between the interest we receive on loans, securities, and other earning
assets and the interest we pay on interest-bearing deposits, borrowings, and other liabi
a lities. These rates are highly sensitive to
many factors beyond our control, including competition, general economic conditions, the slope of the interest rate curve, and
monetary and fis
f cal policies of various governmental and regulatory a
r
uthorities, including the FRB. In a rising rate
environment, the rate of interest we pay on our interest-bearing deposits, borrowings, and other liabi
a lities may increase more
quickly than the rate of interest we receive on loans, securities, and other earning assets, which could adversely impact our net
interest income and earnings.
Interest rates rose rapidly during 2023, resulting in a significant decline in the fair market values of long duration fix
f ed rate
investment securities. Any sale of investment securities held in an unrealized loss position for
f
liquidity or other purposes will
cause actua
t
l losses to be realized. Gross unrealized losses on our HTM and AFS investment securities totaled $218 million and
$729 million, respectively, as of December 31, 2024. In 2024, the FRB began lowering rates as inflationary pressure started to
ease. The FRB has indicated additional decreases to the fed
f
eral funds target rate in 2025, but noted it will continue to assess
additional information and implications for the economic outlook in determining futur
f
e actions with respect to target rates.
Our earnings also could be adversely affected in a declining rate environment if the rates on our loans and other investments fall
f
more quickly than those on our deposits and other liabilities. Because of our relatively high reliance on net interest income, our
revenue and earnings are more sensitive to changes in market rates than other fin
f ancial institutions with more diversified
sources of revenue.
Loan volumes may also be affected by market interest rates on loans. Lower interest rates are typically associated with higher
loan originations, but also result in higher loan refin
f ancings which can result in lower average loan yields and the loss of future
net servicing revenues on residential loans with an associated write-down of MSRs. In contrast, in rising interest rate
environments, loan repayment rates generally decline and result in a lower volume of loan originations. In addition to the
impact on our lending business, a decrease in loan originations would adversely affect the volume of loans availabl
a e for
f
purchase by our mortgage warehouse lending platform.
In addition to the potential effects on net interest margin and loan volumes, an increase in the general level of interest rates may
affe
f ct the abi
a lity of certain borrowers to pay interest and principal on their obligations and reduc
d
es the amount of non-interest
income we can earn due to potentially lower levels of banking business conducted, generally, as well as lower levels of
servicing, gain on sale, and other revenues generated through our residential mortgage business.
The dis
d contin
t
uation of o
f
r substan
t
tial change to, an int
i
eres
t
t rate b
t
enchmark we use in l
i
en
l
ding
i
, b
g
orrowing
i
or hedging
i
may
adverse
r
ly affe
f ct our business.
We use various interest rate benchmarks in our lending, borrowing and hedging activities. An interest rate benchmark we use in
lending, borrowing or hedging may be discontinued or substantially changed in the future. For example, effe
f ctive January 1,
2022, the administrator of LIBOR ceased the publication of one-week and two-month U.S. dollar LIBOR, and immediately
afte
f r June 30, 2023, the administrator of LIBOR ceased the publications of the remaining tenors of U.S. dollar LIBOR (one,
three, six, and 12-month). Additionally, effective November 15, 2024, the Bloomberg Index Services Limited ceased
publication of the Bloomberg Short-Term Bank Yield Index.
Transitioning away from an interest rate benchmark to alternative reference rates is complex and could have a range of adverse
effe
f cts on our business, financial condition and results of operations. In particular, the transition could:
•
adversely affect the interest rates received or paid on the value of our assets and liabi
a lities that are based on the
discontinued interest rate benchmark compared to the rate received or paid based on the alternative benchmark rates;
•
adversely affect the interest rates received or paid on the value of other securities or fin
f ancial arrangements;
•
result in charges to the fin
f ancial statements and obligation to "de-designate" certain interest rate swaps used in hedges
of certain loans indexed to the discontinued interest rate benchmark;
•
prompt inquiries or other actions from regulators in respect of our preparation and readiness for
f
the replacement of the
discontinued interest rate benchmark with an alternative reference rate; and
16

•
result in disputes, litigation or other actions with borrowers or counterpa
r
rties about
a
the transition to an alternative
reference rate.
The transition away fro
f
m a discontinued interest rate benchmark to an alternative reference rate would require the transition to
or development of appr
a
opriate systems, models and analytics to effectively transition our risk management and other processes
to products based on the applicable alternative reference rate. Such an undertaking would be time consuming and costly.
Despite such effort
f
s, the manner and impact of the transition and related developments, as well as the effe
f ct of such
developments on our funding costs, investment and trading securities portfol
f ios, and business, would be uncertain and could
have a material adverse impact on our profita
f
bi
a lity.
Our fin
f
ancial instruments e
t
xpos
e
e us to c
t
ertain market risks a
k
nd may i
a
nc
i
rease the
t
volatility of earnings and AOCI.
C
We hold certain financial instrum
r
ents measured at fair value. For those fin
f ancial instruments measured at fair value, we are
required to recognize changes in fai
f r value in either earnings or AOCI each quarter. Therefore, any increases or decreases in the
fair value of these financial instrum
r
ents will have a corresponding impact on reported earnings or AOCI. Fair value can be
affe
f cted by a variety of factors, many of which are beyond our control, including credit spreads, interest rate volatility, liquidity,
and other economic factors. Accordingly, we are subject to mark-to-market risk and the appl
a
ication of fai
f r value accounting
which may cause our earnings and AOCI to be more volatile than what may be suggested by our underlying performance.
Due to t
t
he
t
inherent risk associated
t
with
i
accountin
t
g estima
t
tes, our ACL may be i
a
nsuf
i
fi
f cient, which could require us to r
t
aise
i
additio
i
nal capita
i l or otherwise
i
adverse
r
ly affe
f ct our fin
f
ancial conditio
d
n and results of operations.
Credit losses are an inherent risk in the business of making loans. Management makes various assumptions and judgments
about the collectability of our loan portfol
f io and maintains an ACL estimated to cover expected losses over the life o
f
f the loans
in our portfol
f io. The measurement of expected credit losses takes place at the time the fin
f ancial asset is fir
f st added to the
balance sheet (with periodic upda
u
tes thereafte
f r) and is based on a number of fact
f
ors, including the size of the portfol
f io, asset
classifications, economic trends, industry e
r
xperience and trends, industry a
r
nd geographic concentrations, estimated collateral
values, management’s assessment of the credit risk inherent in the portfol
f io, loan underwriting policies, historical loan loss
experience, and reasonable and suppor
u
tabl
a e for
f
ecasts. In addition, with the exception of residential loans, we individually
evaluate all loans identified as problem loans with a total commitment of $1.0 million or more, and establish an allowance
based upon our
u
estimation of the potential loss associated with those problem loans. Additions to the ACL recorded through
provision for credit losses decrease our net income. If management’s assumptions and judgments are incorrect or if economic
conditions worsen compared to for
f
ecast, our actua
t
l credit losses may exceed our ACL.
At December 31, 2024, our ACL on funde
f
d loans and loss contingency on unfunded loan commitments and letters of credit
totaled $373.8 million and $39.5 million, respectively. Deterioration in the real estate market or general economic conditions
could affect the abi
a lity of our loan customers to service their debt, which could result in additional loan loss provisions and
increases in our ACL. In addition, future volatility in the banking industry a
r
nd related economic effe
f cts, like those experienced
during 2023, may adversely impact the Company’s estimate of its ACL and resulting provision for credit losses. We may also
be required to record additional loan provisions or increase our ACL based on new information regarding existing loans, input
from regulators in connection with their review of our loan portfol
f io, changes in regulatory g
r
uidance, regulations or accounting
standards, identification of additional problem loans, changes in economic outlook, and other factors, both within and outside of
our management’s control. Moreover, because future events are uncertain and because we may not successful
f ly identify all
deteriorating loans in a timely manner, there may be loans that deteriorate in an accelerated time frame.
Any increases in the provision or ACL would decrease our net income and capital, and may have a material adverse effec
f
t on
our financial condition and results of operations. If actua
t
l credit losses materially exceed our ACL, we may be required to raise
additional capital, which may not be availabl
a e to us on acceptable terms or at all. Our inability to raise additional capital on
acceptabl
a e terms when needed could materially and adversely affec
f
t our financial condition, results of operations, and capital.
A protracted shutdow
d
n of t
o
he
t
United
t
Stat
t es
t
government may result in reduced loan originatio
t ns and other adverse
r
effe
f cts
that could n
l
egativ
t ely a
l
ffe
a
ct our fin
f
ancial conditio
d
n and results o
t
f o
o
pe
o
rations.
Increasing political polarization in the United States and its government, including disagreement around conflict-
f
related for
f
eign
involvement and aid and other politically charged issues may increase the likelihood of a shutdown of the federal government.
Any shutdown of the United States government could adversely impact our ability to originate loans, particularly through
AmeriHome’s correspondent and retail operations and our small business lending program. A government shutdown could also
adversely affect certain of our borrowers which may be dependent on government funding, contractua
t
l arrangements or
employment, which could affect such borrowers’ abi
a lity to pay principal and interest on our loans or their ability or desire to
deposit money with or borrow fro
f
m our bank. Any of these effe
f cts could result in greater loan delinquencies, increases in non-
performing, criticized, and classified assets, and a decline in demand for our products and services.
17

The marke
r
ts in which we ope
o
rate are subje
b ct to the risk of b
o
oth n
t
atural and man-made disast
i
er
t
s.
r
Many of the real and personal properties securing our loans are located in Californi
f
a and more generally in the southwestern
portion of the United States. Substantial portions of Californi
f
a experience wildfires fro
f
m time to time that may cause significant
damage throughout the state. For example, early in 2025, Southern Californi
f
a has experienced prolonged wildfires that have
resulted in extensive damage. While these wildfires have not significantly damaged our own properties or the properties
pledged by borrowers as collateral, it is possible our borrowers may experience losses in the future, which may materially
impair their ability to meet the terms of their obligations. Califor
f
nia and the southwestern United States are also prone to other
natural disasters, including, but not limited to, drought, earthquakes, flooding, and mudslides. In recent years, drought and
decreased snowfall in the Rocky Mountains has led to decreased water flo
f w in the Colorado River, from which many areas in
the southwest obtain water, including certain of our markets. Persistence of such conditions or additional significant natural or
man-made disasters in the state of Califor
f
nia or in our other markets could lead to damage or injury to our own properties and/
or employees, declines in population in our markets, and increased risk that our borrowers may experience losses or sustained
job interrupt
u ion, which may materially impair their ability to maintain deposits or meet the terms of their loan obligations.
Therefor
f
e, additional natur
t
al disasters, a man-made disaster or a catastrophic event, persistence of detrimental environmental
conditions, or a combination of these or other fact
f
ors, in any of our markets could have a material adverse effec
f
t on our
business, financial condition, results of operations, and cash flows.
Clima
l
te change, s
e
ocietal respon
s
ses and legi
e sl
i at
l iv
t e and regu
e
latory initiatives with
i
respect to climate
l
change could m
l
ater
t
ially
affe
f ct our business and perfor
f
ma
r
nce, includin
d
g ind
i
ir
d ectly th
t
rough i
g
mp
i
acts on our customers and vendors.
r
The lack of empirical data surrounding the credit and other fin
f ancial risks posed by climate change makes it impossible to
predict the specific impact climate change may have on our financial condition and results of operations; however, the physical
effe
f cts of climate change may also impact us. In addition to the risk of more fre
f quent and/or severe natural disasters, climate
change can result in longer term shifts in climate patterns such as extreme heat, sea level rise, declining fre
f sh water resources,
and more fre
f quent and prolonged drought. The effe
f cts of climate change may have a significant effect in our geographic
markets, and could disrupt our ope
u
rations, the operations of our customers or third parties on which we rely, or supply chains
generally. These disrupt
r
ions, including increased regulation and compliance cost for our
f
customers and changes in consumer
behaviors, could result in declines in the economic conditions in geographic markets or industries in which our customers
operate and impact their abi
a lity to repay loans or maintain deposits and could affect the value of real estate and other assets that
serve as collateral for
f
loans.
Bank regulators have increasingly focus
f
ed on the physical and fin
f ancial risks to fin
f ancial institutions associated with climate
change, which may result in increased requirements regarding the disclosure and management of climate risks and related
lending activities. We have also, and may continue, to become subject to new or heightened regulatory r
r
equirements related to
climate change, such as requirements relating to operational resiliency, stress testing for va
f
rious climate stress scenarios,
greenhouse gas emissions disclosures, or climate-related fin
f ancial risk disclosures. New or increased regulations have resulted,
and in the future, could result in increased compliance costs or capital requirements. Changes in regulations and customer
preferences and behaviors could negatively affect our growth or force us to alter our business strategies, including whether and
on what terms and conditions we will engage in certain activities or offer certain products or services and which growth
industries and customers we pursue. Additionally, our reputation and customer relationships may be damaged due to our
practices related to climate change, including our involvement, or our customers’ involvement, in certain industries or projects
associated with causing or exacerbating climate change, as well as any decisions we make to continue to conduct or change our
activities in response to considerations relating to climate change. Overall, climate change, its effe
f cts and the resulting,
unknown impact could have a material adverse effect on our financial condition and results of operations.
Evolvi
l ng
i
scrutiny a
n
nd expe
x
ctat
t io
t ns from custom
t
ers,
r
regu
e
lators, investors, and other stake
t
holder
d
s w
r
ith respect to ESG
practices may i
a
mp
i
ose additio
i
nal costs on the Compan
C
y o
n
r expos
e
e it t
i
o n
t
ew or additio
i
nal risks.
As a regulated financial institution and a publicly traded company, we are faci
f
ng evolving scrutiny fro
f
m customers, regulators,
investors, and other stakeholders related to ESG practices and disclosure. Frequently, these stakeholders have differing, and
sometimes conflictin
f
g, views, priorities and expectations regarding ESG issues, which must be considered. State and feder
f
al
initiatives on social or climate matters may diffe
f r or confli
f ct with one another and may also diffe
f r fro
f
m our shareholders' and
stakeholders' expectations. These differing, and sometimes conflictin
f
g, views, priorities and expectations on ESG issues
increase the risk that any action or lack thereof by us on such matters will be perceived negatively by some stakeholders.
Failure to adapt to or comply with regulatory r
r
equirements or investor or stakeholder expectations and standards on ESG-
related issues, or taking action that conflicts
f
with one or another of our stakeholder’s expectations, could negatively impact our
reputation, ability to do business with certain customers and business partners, and stock price. Any adverse publicity regarding
ESG matters or shifts in
f
investor priorities may result in adverse effects on our stock price and/or our business, operations and
18

earnings. Additionally, ESG-related costs, including with respect to compliance with any additional or altered regulatory or
r
disclosure requirements or expectations, could adversely impact our results of operations.
Credit Risks
We are highl
g
y d
l
ep
d
endent on real estate and events negat
e
iv
t ely i
l
mp
i
acting t
n
he
t
real estate market will
i
hurt our busine
i
ss and
earnings.
A significant portion of our business is located in areas in which economic growth is largely dependent on the real estate
market, and a large part of our loan portfol
f io is secured by or otherwise dependent on real estate. The market for real estate is
cyclical and a significant change in the real estate market that results in deterioration in the value of collateral or rental or
occupanc
u
y rates could adversely affect borrowers’ abi
a lity to repay loans. Changes in the real estate market could also affect the
value of for
f
eclosed assets. A decline in real estate activity would likely cause a decline in asset and deposit growth and
negatively impact our earnings and fin
f ancial condition.
In recent years, commercial real estate markets have been impacted by economic disrupt
r
ions, including those resulting from the
effe
f cts of increases in remote work in urba
r
n centers and changes in the characteristics of certain urban centers. CRE loans are
generally viewed as having a greater risk of default than other types of loans and depend on cash flo
f ws from the owner’s
business or the property’s tenants to service the debt. The borrower’s cash flo
f ws may be affected significantly by general
economic conditions. Adverse conditions in the real estate market or the general business climate and economy or in occupancy
u
rates where the property is located could increase the likelihood of default. In particular, CRE offi
f ce borrowers in central
business districts have been impacted by decreased property valuations, oversupply due
d
to remote work trends, and rising
interest rates which has increased default rates and impeded their abi
a lity to secure new fin
f ancing. CRE loans generally have
large loan balances, and therefore, the deterioration of one or a few
f
of these loans could cause a significant increase in the
percentage of our non-performing loans. An increase in non-performing loans could result in a loss of earnings from these
loans, an increase in the provision for loan losses, and an increase in charge-offs
f , all of which could have a material adverse
effe
f ct on our financial condition and results of operations.
The banking regulatory a
r
gencies have expressed concerns about weaknesses in the current CRE market. Banking regulatory
r
authorities typically give CRE lending greater scrutiny and may require banks with higher levels of CRE loans to implement
enhanced risk management practices, including stricter underwriting, internal controls, risk management policies, more granular
reporting, and portfol
f io stress testing, as well as possibly higher levels of allowances for losses and capital levels as a result of
CRE lending growth and exposure. If our banking regulators determine that our CRE lending activities are particularly risky
and are subj
u ect to heightened scrutiny, we may incur significant additional costs or be required to restrict certain of our CRE
lending activities. Furthermore, failures in our risk management policies, procedur
d
es and controls could adversely affec
f
t our
ability to manage this portfol
f io going forward and could result in an increased rate of delinquencies in, and increased losses
from, this portfol
f io, which could have a material adverse effec
f
t on our business, financial condition and results of operations.
Our loan por
l
tfol
f io
l
contai
t ns
i
concentratio
t ns in certain busine
i
ss lines or product type
y
s tha
t
t have uniqu
i
e risk character
t
istics
and may expos
x
e us to i
t
nc
i
reased lendin
d
g risks.
Our loan portfol
f io consists primarily of commercial and industrial, residential mortgage, and CRE loans, which contain material
concentrations in certain business lines or product types, such as mortgage warehouse, real estate, corporate fin
f ance, as well as
in specific business sectors such as technology and innovation. These loan concentrations present unique risks and involve
specialized underwriting and management as they often involve large loan balances to a single borrower or group o
u
f related
borrowers. Consequently, an adverse development with respect to one commercial loan or one credit relationship may adversely
affe
f ct us. In addition, based on the nature of lending to these specialty markets, repayment of loans may be dependent upon
borrowers receiving additional equity financing or, in some cases, a successful
f
sale to a third party, public offeri
f
ng, or other
form of liquidity event.
Our commercial and industrial, CRE, and construc
r
tion and land development loans, are also largely concentrated in select
markets in Arizona, Califor
f
nia, and Nevada. As a result of this geographic concentration, deterioration in economic conditions
in these markets could result in an increase in loan delinquencies and charge-offs, an increase in problem assets and
foreclosures, a decrease in the demand for our pr
f
oducts and services or a decrease in the value of real estate and other collateral
for loans. Unfor
f
eseen adverse events, changes in economic conditions, and changes in regulatory p
r
olicy affecting borrowers’
industries or markets could have a material adverse impact on our financial condition and results of operations.
19

Our credit l
i
in
l
ked notes
t
do not ensure ful
f
l p
l
rotectio
t n agai
a
ns
i
t credit l
i
os
l
ses, and as such we could still in
t
cur signi
g
fi
i cant credit
d
losses on loan
l
s for
f
which risk of l
o
os
l
s has been transfer
f
red pursu
r
ant to t
t
he
t
se transactio
t ns.
We have entered into transactions to mitigate exposure to losses on our loan portfol
f io. These transactions are struc
r
tured as
credit linked notes, which transfer
f
the risk of fir
f st losses on covered loans to these note holders. These notes have an aggregate
principal amount of $434.2 million on a $8.6 billion refer
f ence pool of residential mortgages. Pursuant to these arrangements, in
the event of borrower defau
f
lt, the principal balance of the notes will be reduced by the amount of the loss, up to the amount of
the aggregate principal of the notes. However, all residual risk over and above the fir
f st loss position is retained by us. While
current estimates of futur
f
e credit losses are below the first loss position, no assurances can be given that futur
f
e losses will not
exceed the fir
f st loss position and, if credit losses were to exceed the fir
f st loss position, our financial condition and results of
operations could be adversely effected. We may enter into more such transactions in the futur
f
e.
We engage in lendin
d
g secured by real estate and may be forced to foreclos
l
e on the
t
collateral and own the und
t
er
d
lying real
estate, s
e
ubje
b ctin
t
g us to t
t
he
t
costs a
t
nd poten
t
tial risks associated
t
with th
i
e ownersh
r
ip of the real prope
o
rty,
t
or consumer
protect
t
io
t n ini
i
tiati
i
ves or changes in stat
t e o
t
r fed
f
er
d
al law may substantially
t
raise the
t
cost of foreclos
l
ure or prevent us from
f
foreclos
l
ing at all.
Approximately 57% of our loan portfol
f io at December 31, 2024 was secured by real estate. In the course of our business, we
may for
f
eclose on and take title to real estate from time to time to protect our investment and may thereafte
f r own and operate
such property, in which case we would be exposed to the risks inherent in the ownership of real estate. As of December 31,
2024, we held $52 million of assets in OREO. The amount that we may realize afte
f r a default is dependent upon factors outside
of our control, including, but not limited to, general or local economic conditions, interest rates, real estate tax rates, zoning
laws, governmental and regulatory r
r
ul
r es and natur
t
al disasters. We may also be subject to environmental cleanup liabi
a lities,
assessments and investigations or held liabl
a e for
f
personal injury. With respect to foreclosed properties with operations, the
performance of these properties will also be dependent on our ability to obtain and maintain adequate occupanc
u
y of the
properties as well as control and manage operating expenses. Our inability to manage the amount of costs or size of the risks
associated with the ownership of real estate, or write-downs in the value of OREO, could have an adverse effec
f
t on our
business, financial condition and results of operations.
Additionally, consumer protection initiatives or changes in state or federal law may substantially increase the time and expense
associated with the for
f
eclosure process or prevent us from for
f
eclosing at all. A number of states in recent years have either
considered or adopted foreclosure refor
f
m laws that make it substantially more difficult and expensive for
f
lenders to foreclose
on properties in defau
f
lt. If new state or federal
f
laws or regulations are ultimately enacted that significantly raise the cost of
foreclosure or raise outright barriers, it could have an adverse effect on our business, financial condition and results of
operations.
Strategic Risks
g
Our futur
f
e success dep
d
ends on our ability to
i
compete e
t
ffe
e
ctiv
t ely i
l
n a
i
high
i
ly competitiv
t
e and rapidl
a
y e
l
volving market.
We face subs
u
tantial competition in all phases of our operations from a variety of differe
f
nt competitors. Our competitors,
including money center banks, national and regional commercial banks, community banks, thrift i
f
nstitutions, mutual savings
banks, credit unions, fin
f ance companies, insurance companies, securities dealers, brokers, mortgage bankers, investment
advisors, money market mutual funds
f
, fin
f ancial technology companies and other fin
f ancial service organizations including
private credit funds
f
, compete with lending and deposit-gathering services offere
f
d by us. Increased competition in our markets
or our inability to compete effectively may result in reduced loans and deposits or less favorable pricing.
In particular, we have experienced intense price and terms competition in some of the lending lines of business and deposits in
recent years. Many of these competing institutions have much greater financial and marketing resources than we have. Due to
their size and brand recognition, larger competitors can achieve economies of scale and may offer a broader range of products
and services or more attractive pricing than us. In addition, some of the non-bank financial services organizations we compete
with are not subj
u ect to the same degree of regulation as is imposed on bank holding companies and federally insured depository
institutions. As a result, these non-bank competitors have certain advantages over us in accessing funding and in providing
various services.
The banking business in our primary market areas is very competitive, and the level of competition faci
f
ng us may increase
further, which may limit our asset growth and financial results. In particular, our predominate source of revenue is net interest
income. Therefore, if we are unable to compete effe
f ctively, including sustaining loan and deposit growth at our historical levels,
our business and results of operations may be adversely affected.
20

The fin
f ancial services industry i
r
s also faci
f
ng increasing competitive pressure from the introduction of disruptive new
technologies such as blockchain and digital payments, ofte
f n by non-traditional competitors and fin
f ancial technology companies.
Among other things, technology and other changes are allowing customers to complete fin
f ancial transactions that historically
have involved banks at one or both ends of the transaction. The elimination of banks as intermediaries for certain transactions,
as well as further disrupt
u ion of traditional bank businesses and products by non-banks, could result in the loss of fee income and
deposits and otherwise adversely affect our business and results.
Our expan
e
sion strategy
e
may n
a
ot prove to b
t
e successful
f
and our market value and profita
f
bility ma
i
y s
a
uffe
f r.
We continually evaluate expansion through acquisitions of banks and other financial assets and businesses. Like previous
acquisitions by us, any future acquisitions will be accompanied by risks commonly encountered in such transactions, including,
among other things:
•
time and expense incurred while identifying,
f
evaluating and negotiating potential acquisitions and transactions;
•
diffi
f culty in accurately estimating the value of target companies or assets and in evaluating their credit, operations,
management, and market risks;
•
potential payment of a premium over book and market values that may cause dilution of our tangible book value or
earnings per share;
•
diversion of our management's attention to the negotiation of a transaction and the integration of the operations and
personnel of the combining businesses;
•
exposure to unknown or contingent liabi
a lities of the target company;
•
potential exposure to asset quality issues of the target company;
•
diffi
f culty of integrating the operations and personnel;
•
potential disrupt
u ion of our ongoing business;
•
fai
f lure to retain key personnel of the acquired business;
•
inability of our management to maximize our financial and strategic position by the successful
f
implementation of
uniform product offerings and the incorporation of uniform technology into our product offerings and control systems;
and
•
fai
f lure to realize any expected revenue increases, cost savings, and other proje
o cted benefits from an acquisition.
We expect competition for
f
suitable acquisition candidates may be significant. We may compete with other banks or financial
service companies with similar acquisition strategies, many of which are larger and have greater financial and other resources.
We cannot assure we will be able to successful
f ly identify and acquire suitabl
a e acquisition targets on acceptabl
a e terms and
conditions, or that we will be able to obtain the regulatory approvals needed to complete any such transactions.
We may issue equity securities, including common stock and securities convertible into shares of our common stock in
connection with futur
f
e acquisitions. We also may issue debt to fin
f ance one or more transactions, including subordina
u
ted debt
issuances, which could cause us to become more susceptible to economic downturns and competitive pressures.
We cannot provide any assurance we will be successful
f
in overcoming these risks or any other problems encountered in
connection with acquisitions. Potential regulatory e
r
nfor
f
cement actions could also adversely affect our ability to engage in
certain acquisition activities. Our inability to overcome the risks inherent in the successful
f
completion and integration of
acquisitions could have an adverse effect on the achievement of our business strategy.
There are substantia
t l risks and uncertainties associated
t
with
i
the int
i
ro
t
ductio
t n or expan
e
sion of lines of busine
i
ss or new
products a
t
nd services with
i
in existing l
n
in
l
es of busine
i
ss.
From time to time, we may implement new lines of business, offe
f r new products and services within existing lines of business,
or offe
f r existing products or services to new indus
d
tries, geographies, or market segments. There are subs
u
tantial risks and
uncertainties associated with these efforts, particularly in instances where the markets are not fully developed or industries are
heavily regulated. In developing and marketing new lines of business and/or new products and services, we may invest
significant time and resources. Initial timetabl
a es for the introduc
d
tion and development of new lines of business and/or new
products or services may not be achieved and price and profit
f ability targets may not prove attainable. External fact
f
ors, such as
compliance with laws and regulations, competitive alternatives, and shifting market preferences or government policies, may
also impact the successful
f
implementation of a new line of business, product or service or the offering of existing products and
services to an emerging industry.
r
Furthermore, any new line of business and/or new product or service could have a significant
impact on the effectiveness of our system of internal controls. Failure to successful
f ly manage these risks in the development
and implementation of new lines of business or new produc
d
ts or services could have a material adverse effect on our business,
results of operations, and financial condition.
21

We are continuing to pursue digita
d
l payments i
t
ni
i
tia
i
tives which are subject to sign
i
ificant uncertainty and could adverse
r
ly
affe
f ct our business, repu
e
tation, or financ
i
ial results.
l
We are continuing to pursue digital payments initiatives and implementation of a fully integrated digital banking platform for
our customers. The digital payments products and services we offer may use or rely on blockchain-based technologies or assets.
Use of blockchain-based technologies in payments are a relatively new and unproven technology, and the laws and regulations
surrounding them are uncertain and evolving. Blockchain and digital payment technology has drawn significant scrut
r iny from
f
governments and regulators in multiple jurisdictions and we expect that scrutiny to continue. Any changes in such laws and
regulations applicable to, or scrut
r iny directed at, our produc
d
ts and services may impede or delay the offering of digital
payments solutions, increase our operating costs, require significant management time and attention, or otherwise harm our
business or results of operations.
In addition, market acceptance of digital payments products and services is subj
u ect to significant uncertainty. As such, there can
be no assurance the digital payments products and services we offe
f r and the technologies we have chosen to implement will be
accepted and desired by customers. We do not have significant prior experience with blockchain-based technology, which may
adversely affect our ability to successful
f ly integrate and market such digital payments products and services. We also will
continue to incur increased costs in connection with these effort
f
s, and our investments may not be successful
f . Any of these
events could adversely affect our business, reputation, or financial results.
Our success is dep
d
endent upon our ability to
i
recruit a
i
nd retain qualifie
l
d employees
o
, i
s
nc
i
luding
i
members o
r
f o
o
ur leadership
and management tea
t
ms.
Our business plan includes and is dependent upon hiring and retaining highly qualified and motivated executives and
employees at every l
r
evel. In particular, our relative success to date has been partly the result of our management’s ability to
identify a
f
nd retain highly qualifie
f d employees in leadership and administrative support roles, and experienced bankers with
expertise in certain specialty areas or that have long-standing relationships in their communities or markets, including with
respect to our business-to-business mortgage platfor
f
m. These professionals bring with them valuable knowledge, specialized
skills and expertise, customer relationships and in some cases extensive ties within markets upon
u
which our competitive
strategy is based, and have been an integral part of our ability to attract deposits and to expand market share. We have not
entered into employment agreements with most of our employees and competition for
f
talent in our industry i
r
s strong. In
addition, the proliferation of hybrid work environments may exacerba
r
te the challenges of attracting and retaining talented and
diverse employees as job markets may be less constrained by physical geography. We incentivize employee retention through
our equity incentive plans; however, we cannot guarantee the effectiveness of our equity incentive plans in retaining these key
employees and executives. Were we to lose key employees, we may not be able to replace them with equally qualified persons
who bring the same skills and knowledge of and ties to the communities and markets where we operate. If we are unable to
retain qualified employees or hire new qualified employees to keep up with or outpace employee turnove
t
r, we may not be able
to successful
f ly execute our business strategy or may incur additional costs to achieve our objectives.
We could b
l
e harme
r
d if o
i
ur succession planning is inadequate t
t
o m
t
itigate t
t
he
t
loss of key m
e
embers of our senior management
team.
We believe our senior management team has contributed greatly to our performance. In addition, we from time to time
experience retirements and other changes to our senior management team. Our future performance depends on a smooth
transition of our senior management, including finding and training highly qualified replacements who are properly equipped to
lead us. We have adopted retention strategies, including equity awards, fro
f
m which our senior management team benefits in
order to achieve our goals. However, we cannot assure our succession planning and retention strategies will be effe
f ctive and the
loss of senior management could have an adverse effec
f
t on our business.
Capital and Liquidity Risks
p
q
y
We are subje
b ct to capi
a ta
i l adequacy s
c
tandards an
d
d liq
l uidity
i
rules, and a fai
f lu
i
re to meet these standards
d
could a
l
dverse
r
ly affe
f ct
our fin
f
ancial conditi
d
on.
WAL and WAB are each subj
u ect to capital adequacy and liquidity rules and other regulatory r
r
equirements specifying minimum
amounts and types of capital that must be maintained. From time to time, the regulators implement changes to these regulatory
capital adequacy and liquidity guidelines. If we fai
f l to meet these guidelines and other regulatory r
r
equirements, we may be
restricted in the types of activities we may conduct and may be prohibited fro
f
m taking certain capital actions, such as paying
executive bonuses or dividends and repurchasing or redeeming capital securities. At December 31, 2024, our CET1 ratio was
11.3%, which is above the well-capi
a talized regulatory r
r
atio threshold of 6.5%. Although our capital ratios are in line with our
targets, we may need to issue additional equity capital or reduc
d
e the pace at which we are growing in order to increase our
CET1 and other capital ratios.
22

If we lose a signi
g
fi
i cant portion of our core dep
d
osits, w
s
hether through a
g
sign
i
ificant dep
d
osit relationship o
i
r concentratio
t ns in
an industry, o
y
r our cost of fundin
d
g dep
d
osits increases signi
g
fi
i cantly
t , o
y
ur liquidity
i
and/or profita
f
bility
i
would b
l
e adverse
r
ly
impacted.
Our success depends on our ability to maintain sufficie
f
nt liquidity to fund our current obligations and support loan growth and,
specifically, to attract and retain a stabl
a e base of relatively low-cost deposits. Shortly following the closures of Silicon Valley
Bank and Signature Bank in March 2023, we and certain other banks experienced a brief period of elevated deposit
withdrawals. We cannot be assured similar unusual deposit withdrawal activity will not affe
f ct banks generally or us in the
future. If we were to lose a significant portion of our low-cost deposits, whether through a significant deposit relationship or
concentrations in an industry, our
r
liquidity would be adversely impacted. Additionally, if our borrowings increase or remain
elevated in future periods, our net interest margin and profit
f ability may be adversely impacted.
Moreover, the competition for these relatively low-cost deposits in our markets is strong and customers may demand higher
interest rates on their deposits or seek other investments offer
f ing higher rates of return. Additionally, we may accept brokered
deposits, which may be more price sensitive than other types of deposits and may become less availabl
a e if alternative
investments offer higher retur
t
ns. We offer reciprocal deposit products through third party networks to customers seeking
federal insurance for deposit amounts exceeding the applicable deposit insurance limit at a single institution. We also from time
to time offer other credit enhancements to depositors, such as FHLB letters of credit and, for certain deposits of public monies,
pledges of collateral in the form of readily marketable securities. Any event or circumstance that interferes with or limits our
ability to offer these products to customers that require greater security for their deposits, such as a significant regulatory
enforcement action or a significant decline in capital levels at our bank subsidiary, could negatively impact our ability to attract
and retain deposits.
We may b
a
e require
i
d to repurchase mortgage loans or ind
i
em
d
nify
i
investors under cer
d
tain circ
i
umstan
t
ces.
A substantial portion of our mortgage banking operations involves the sale of loans to third parties, including through
securitization. When loans are sold or securitized, we make customary representations and warranties about
a
such loans to the
loan purchaser or through documents governing our securitized loan pools. If a mortgage loan does not comply with the
representations and warranties made with respect to it at the time of its sale, we could be required to repurchase the loan,
replace it with a substitut
t e loan and/or indemnify s
f
econdary market purchasers or investors for
f
losses, and may not have
recourse to the correspondent seller that sold the mortgage loans and breached similar or other representations and warranties.
Significant indemnification or repurchase activity on securitized or sold loans without offs
f etting recourse to a counterpa
r
rty from
f
which the loan was purchased could have a material adverse effect
f
on our financial condition and results of operations.
We utiliz
t
e borrowing
i
s f
g
ro
f
m the
t
FHLB
H
and the
t
FRB, and the
t
re can be no assurance the
t
se programs will be availa
i ble as
l
needed.
As of December 31, 2024, we have $5.1 billion of borrowings from the FHLB of San Francisco and no borrowings from the
FRB. We utilize borrowings from the FHLB of San Francisco and the FRB to satisfy short-term liquidity needs. Our borrowing
capacity is generally dependent on the value of our collateral pledged to these entities. These lenders could reduc
d
e our
borrowing capacity or eliminate certain types of collateral and could otherwise modify or terminate their loan programs. Any
change to or termination of these programs could have an adverse effect on our liquidity and profitabi
a lity.
A change in o
i
ur creditw
d
orthiness could increase our cost of f
o
und
f
in
d
g or adverse
r
ly affe
f ct our liq
l uidity.
i
Market participants regularly evaluate our creditworthiness and the creditworthiness of our long-term debt based on a number
of factors, some of which are not entirely within our control, including our financial strength and conditions within the fin
f ancial
services industry g
r
enerally. There can be no assurance that our perceived creditworthiness will remain the same. Changes could
adversely affect
f
the cost and other terms upon which we are able to obtain funding
f
and our access to the capital markets, and
could increase our cost of capital. Likewise, any loss of or decline in the credit rating assigned to us could impair our ability to
attract deposits or to obtain other funding sources, or increase our cost of funding.
Operational and Technological Risks
p
g
A fai
f lu
i
re in or breach of our ope
o
rational or security
i
system
t
s or inf
i
rastru
f
cture, or those of o
o
ur third-party vendors a
r
nd other
t
service providers, includin
d
g as a result of cyber-a
r
ttacks,
k
could d
l
is
d rupt ou
u
r businesses, result in the dis
d clos
l
ure or misuse of
confid
f en
d
tial or propr
o
ietary info
n
rmatio
t n, damage our reputat
t io
t n, increase our costs, a
s
nd cause los
l
ses.
Our operations rely on the secure processing, storage, and transmission of confid
f ential and other information. Moreover, a
portion of our employees work remotely at least some of the time. Although we take numerous protective measures to maintain
the confid
f entiality, integrity, and security of our customers’ information across all geographies and product lines, and endeavor
23

to modify these protective measures as circumstances warrant, the nature of cyber threats continues to evolve. As a result, our
computer systems, software, and networks and those of our customers and third-party vendors are, and are likely to continue to
be vulnerabl
a e to unauthorized payments and account access, loss or destruction of data (including confid
f ential client
information), account takeovers, unavailabi
a lity of service, computer viruses or other malicious code, cyber-attacks, and other
events that could have an adverse security impact and result in significant losses to us and/or our customers. These threats may
originate externally from increasingly sophisticated third parties, including foreign governments, organized criminal groups,
and other hackers, or from outsourced or infrastructur
t
e-suppor
u
t providers and appl
a
ication developers, or the threats may
originate fro
f
m within our organization. For example, we recently became aware that a threat actor obtained unauthorized access
to files transferred through a third-party secure file transfer
f
software used by WAB, as further described under Item 9B “Other
Information” of this Form 10-K.
We also face the risk of operational disrupt
u ion, failure, termination, or capacity constraints of any of the third parties that
facilitate our business activities, including vendors, exchanges, clearing agents, clearing houses, or other financial
intermediaries. Such parties could also be the source or cause of an attack on, or breach of, o
f
ur operational systems, data or
infrastructur
t
e. The rapid evolution and increased adoption of artificial intelligence technologies has also given rise to additional
vulnerabi
a lities and potential entry points for
f
cyber threats. In addition, we may be at risk of an operational fai
f lure with respect
to our customers’ systems. Our risk and exposure to these matters remains heightened because of, a
f
mong other things, the
evolving nature of these threats, the outsourcing of many of our business operations, and the continued uncertain global
economic environment. As cyber threats continue to evolve, we may be required to expend significant additional resources to
continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabi
a lities.
We maintain insurance policies that we believe provide reasonable coverage for an institution of our size and scope with similar
technological systems. However, we cannot assure that these policies will afford
f
coverage for all possible losses or would be
sufficient to cover all financial losses, damages, or penalties, including lost revenues, should we experience any one or more of
our or a third party’s systems failing or experiencing an attack.
We rely on third parties to provide k
d
ey components of our business inf
i
rastru
f
cture.
We rely on third parties to provide key components for
f
our business operations, such as data processing and storage, recording
and monitoring transactions, online banking interfaces and services, internet connections, and network access. While we have a
robust due di
d
ligence process in place to select third-party vendors, we do not control their actions. Any problems caused by
these third parties, including those resulting fro
f
m breakdowns or other disrupt
u ions in communication services provided by a
vendor, fai
f lure of a vendor to handle current or higher volumes, cyber-attacks and security breaches at a vendor, failure of a
vendor to provide services for any reason, or poor performance by a vendor could adversely affect our ability to deliver
products and services to our customers and otherwise conduct our business. Financial or operational diffi
f culties of a third-party
vendor could also impact our operations if those diffi
f culties interfere with their abi
a lity to serve us. Replacing third-party
vendors could create significant delays and expense and there is no guarantee that such replacement vendors will be available at
comparable rates, on similar terms, or in a timely manner, if at all. Any of these things could adversely affect our business and
financial performance.
Our business may be adverse
r
ly affe
f cted by fraud.
As a fin
f ancial institution, we are inherently exposed to a wide range of operational risks, including, but not limited to, theft a
f
nd
other fra
f udulent activity by employees, customers, and other third parties targeting us and/or our customers or data. Such
activity may take many for
f
ms, including check fraud, electronic fra
f ud, wire fraud, phishing, social engineering and other
dishonest acts.
Although we devote substantial resources to maintaining effect
f
ive policies and internal controls to identify a
f
nd prevent such
incidents, given the persistence and increasing sophistication of possible perpe
r
trators, we may experience financial losses or
reputational harm as a result of fraud.
Our controls a
l
nd processes, our reporting s
n
ys
s
tems and procedures, and our operational inf
i
rastru
f
cture may not be able to
l
keep pace with our growth,
t
which could cause us to e
t
xpe
e
rience compliance and operational problem
l
s, lose custom
t
ers,
r
or
incur additio
i
nal expe
e
nditu
d
res, any o
n
ne of which could adverse
r
ly affe
f ct our fin
f
ancial results.
Our futur
f
e success will depend on the abi
a lity of offi
f cers and other key employees to effe
f ctively implement solutions designed to
continually enhance operational, credit, financial, management and other internal risk controls and processes, as well as
improve reporting systems and procedur
d
es, while at the same time maintaining and growing existing businesses and client
relationships. We may not successful
f ly implement such changes or improvements in an efficient or timely manner, or we may
discover deficie
f
ncies in our existing systems and controls that adversely affect our ability to suppor
u
t and grow our existing
businesses and client relationships, and could require us to incur additional expenditures to expand our administrative and
24

operational infra
f structur
t
e. If we are unable to maintain and implement improvements to our controls, processes, and reporting
systems and procedur
d
es, we may lose customers, experience compliance and operational problems or incur additional
expenditures beyond current projections, any one of which could adversely affect our financial results.
Our risk management practices may prove to b
t
e ina
i
dequate o
t
r ine
i
ffe
e
ctiv
t e, which could result in unexpe
e
cted losses or other
material adverse
r
impac
m
ts.
Our risk management framework seeks to mitigate risk while appropriately balancing risk and return. We have established
policies and procedur
d
es intended to identify,
f
monitor, and manage the types of risk to which we are subject, including, but not
limited to credit risk, market risk, liquidity risk, operational risk, legal and compliance risk, and reputational risk. A BOD level
risk committee approves and reviews our key risk management policies and oversees operation of our risk management
framework. Although we have devoted significant resources to developing our risk management policies and procedur
d
es and
expect to continue to do so in the futur
f
e, these policies and procedur
d
es, as well as our risk management techniques, may be
ineffe
f ctive. In addition, as regulations and the markets in which we operate continue to evolve, our risk management framework
may not keep sufficient pace with those changes. If our risk management framework does not effe
f ctively identify o
f
r mitigate
significant or material risks, we could suffe
f r unexpected losses or other material adverse impacts. Management of our risks in
some cases depends upon the use of analytical and/or forecasting models. If the models we use to mitigate these risks are
inadequate, or are subj
u ect to ineffective governance, we may incur increased losses. In addition, there may be risks that exist, or
that develop in the future, that we have not appropriately anticipated, identified, or mitigated.
Our int
i
er
t
nal controls a
l
nd procedures may f
a
ai
f l o
i
r be circumvented and the accuracy of judgments and estim
t
ates
t
about
financ
i
ial and accountin
t
g matte
t rs may i
a
mp
i
act ope
o
rating
i
results and fin
f
ancial conditio
d
n.
Our management regularly reviews and updates internal controls over fin
f ancial reporting, disclosure controls and procedures,
and corpor
r
ate governance policies and procedur
d
es. Any system of controls and procedur
d
es, however well designed and
operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of
the system are met. Any fai
f lure or circumvention of controls and procedur
d
es, or fai
f lure to comply with regulations related to
controls and procedur
d
es, could result in materially inaccurate reported fin
f ancial statements and/or have a material adverse effect
f
on our business, results of operations, and financial condition. Similarly, our management makes certain estimates and
judgments in preparing financial statements. The quality and accuracy of those estimates and judgments will impact operating
results and fin
f ancial condition.
If we are unable t
l
o u
t
nder
d
st
r an
t
d and adapt to technologi
o cal change and implement new tech
t
nology
o
-dri
d ven products a
t
nd
services, o
s
ur busine
i
ss could b
l
e adverse
r
ly affe
f cted.
The fin
f ancial services industry i
r
s continually undergoing rapi
a d technological change with frequent introductions of new
technology-driven products and services, largely related to increased digitization of banking services and capabilities (including
those related to or involving artificial intelligence, machine learning, blockcha
r
in, and other technologies) and mobile banking
solutions. We expect new technologies will continue to emerge and may be supe
u
rior to or render obsolete the technologies
currently used in our products and services. Our future success depends in part upon our ability to address the needs of our
customers by using technology to provide products and services that will satisfy customer demands, as well as to create
additional efficiencies in operations. Many of our competitors, because of their larger size and availabl
a e capital, have
subs
u
tantially greater resources to invest in technological improvements. Developing or acquiring new technologies and
incorporating them into our products and services may require significant investment, take considerable time, and ultimately
may not be successful
f . We cannot predict which technological developments or innovations will become widely adopted or
how those technologies may be regulated. We also may not be able to effe
f ctively market new technology-driven produc
d
ts and
services to our customers. Failure to successful
f ly keep pace with technological change affe
f cting the financial services industry
could have a material adverse impact on our business and, in turn, our financial condition and results of operations.
Legal and Compliance Risks
g
p
We operate in a highl
g
y r
l
egulat
l ed en
t
viro
i
nment and the law
l
s and regu
e
lations that govern our operations, c
s
orporate
governance, executive compensatio
t n, and accountin
t
g princ
i
iples, or changes in t
i
he
t
m, or our fai
f lu
i
re to comply with
i
them,
may a
a
dverse
r
ly affe
f ct us.
We are subject to extensive regulation, supe
u
rvision, and legislation that govern almost all aspects of our operations. Intended to
protect customers, depositors, and the DIF, these laws and regulations, among other matters, prescribe minimum capital
requirements, impose limitations on the business activities in which we can engage, require monitoring and reporting of
suspicious activity and of customers who are perceived to present a heightened risk of money laundering or other illegal
activity, limit the dividends or distributions that WAB can pay to WAL or that we can pay to our stockholders, restrict the
ability of affiliates to guarantee our debt, impose certain specific accounting requirements on us that may be more restrictive
25

and result in greater or earlier charges to earnings or reductions in our capital than prescribed by GAAP, among other things.
Our mortgage warehouse lending operations subj
u ect us to regulations that have grown in complexity in recent years and may
continue to do so as consumer protection measures change. Our mortgage warehouse lending operations are subject to fed
f
eral,
state and local laws, regulations and judicial and administrative decisions, including those designed to discourage predatory
lending and regulate collections and servicing practices with respect to mortgage loans.
Compliance with laws and regulations can be difficult and costly, and changes to laws and regulations ofte
f n impose significant
additional compliance costs. To the extent we continue to grow and become more complex, regulatory o
r
versight, risk
management, and the cost of compliance will likely increase, which may adversely affect us. See “Management’s Discussion
and Analysis of Financial Condition and Results of Operations - Supervision and Regulation” included in this Form 10-K for a
f
more detailed summary of the regulations and supervision to which we are subject.
Changes to the legal and regulatory f
r
ra
f mework governing our operations, including the passage and continued implementation
of the Dodd-Frank Act and EGRRCPA, have drastically revised the laws and regulations under which we operate. In general,
bank regulators have increased their focus on
f
risk management and regulatory c
r
ompliance, and we expect this focus to
continue. Additional compliance requirements may be costly to implement, may require additional compliance personnel, and
may limit our ability to offe
f r competitive products to our customers.
We are also subject to changes in federal an
f
d state law, as well as regulations and governmental policies, income tax laws, and
accounting principles. Regulations affe
f cting banks and other financial institutions are under continuous review and fre
f quently
change, and the ultimate effe
f ct of such changes cannot be predicted. Regulations and laws may be modified at any time, and
new legislation may be enacted that will affe
f ct us, WAB, and our other subsidiaries. Any changes in federal an
f
d state law, as
well as regulations and governmental policies, income tax laws, and accounting principles, could affect us in subs
u
tantial and
unpredictabl
a e ways, including ways that may adversely affec
f
t our business, financial condition, or results of operations. Failure
to appropriately comply with any such laws, regulations or principles or an alleged fai
f lure to comply, even if we acted in good
faith or the alleged fai
f lure reflects a differe
f
nce in interpr
r
etation, could result in sanctions by regulatory a
r
gencies, civil money
penalties or damage to our reputation, all of which could adversely affect our business, financial condition, or results of
operations.
The fin
f
ancial services industry
t
and broader economy may be s
a
ubje
b ct to new or changing leg
l
islation, regu
e
lation and
governm
r
ent polic
l y.
c
At this time, it is diffi
f cult to predict the legislative and regulatory c
r
hanges that will result from both Houses of Congress having
majority memberships fro
f
m the Republican party and President Trump’s election. President Trump and certain members of
Congress have advocated for the reduction of regulation of the financial services industry.
r
The new Congress and
administration may also cause broader economic changes due
d
to their governing ideology, which differs fro
f
m that of the
previous Congress and administration. New appoi
a
ntments to the FRB could affect monetary policy and interest rates.
Additionally, changes in trade and fiscal policy could affect the economy and banking industry,
r
including our business and
results of operations, in ways that are difficult to predict. Our results of operations could be adversely affected by changes in
laws and regulations and in the way existing statutes and regulations are interpr
r
eted or applied by courts and government
agencies.
Stat
t e a
t
nd federal banking
i
agencies periodically conduct exam
e
inatio
t ns of our business, includin
d
g complia
l nce with laws and
regu
e
lations, a
s
nd our fai
f lu
i
re to comply with
i
any s
n
upervisory
i
actions to which we are or become subject as a result o
l
f s
o
uch
examinatio
t ns may a
a
dverse
r
ly affe
f ct us.
State and federal banking agencies, including the FRB, FDIC, CFPB, and OCC periodically conduct examinations of our
business, including for compliance with laws and regulations. If, as a result of an examination, a federal ag
f
ency were to
determine that our financial condition, capital resources, asset quality, earnings prospects, management, liquidity, or other
aspects of our operations had become unsatisfactory, or that we or our management was in violation of any law or regulation,
the agency may take a number of differe
f
nt remedial or enforcement actions it deems appropr
a
iate to remedy such a deficie
f
ncy.
These actions include the power to enjoin
n
“unsafe o
f
r unsound” practices, to require affirm
f
ative actions to correct any conditions
resulting fro
f
m any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in
our capital, to restrict our growth, and to assess civil monetary penalties against us and/or offi
f cers or directors, and to remove
offi
f cers and directors. If the FDIC concludes that such conditions cannot be corrected or there is an imminent risk of loss to
depositors, it may terminate WAB’s deposit insurance. Under Arizona law, the state banking supe
u
rvisory a
r
uthority has many of
the same enfor
f
cement powers with respect to our state-chartered bank. The CFPB also has the authority to examine us and to
take enforcement actions, including the issuance of cease-and-desist orders or civil monetary penalties against us if it finds that
we offe
f r consumer financial products and services in violation of federal co
f
nsumer financial protection laws or in an unfai
f r,
deceptive, or abusive manner. Finally, our AmeriHome subsidiary needs to maintain certain state licenses and federal and
26

government-sponsored agency appr
a
ovals required to conduct its business and is subj
u ect to periodic examinations by such state
and federal agencies
f
, which can result in increases in administrative costs, substantial penalties due
d
to compliance errors, or the
loss of licenses.
If we were unable to comply with regulatory d
r
irectives in the future, or if we were unable to comply with the terms of any
future supe
u
rvisory r
r
equirements to which we may become subj
u ect, then we could become subj
u ect to a variety of supe
u
rvisory
actions and orders, including cease and desist orders, prompt corrective actions, MOUs, and/or other regulatory e
r
nforc
f
ement
actions. If our regulators were to take such supervisory a
r
ctions, then we could, among other things, become subj
u ect to
restrictions on our ability to enter into acquisitions and develop any new business, as well as restrictions on our existing
business. We also could be required to raise additional capital, dispose of certain assets and liabi
a lities, or both, within a
prescribed period of time. Failure to implement the measures in the time frames provided, or at all, could result in additional
orders or penalties fro
f
m fed
f
eral and state regulators, which could result in one or more of the remedial actions described above.
a
In the event we were ultimately unable to comply with the terms of a regulatory e
r
nforcement action, we could fai
f l and be placed
into receivership by the FDIC or the chartering agency. The terms of any such supervisory a
r
ction and the consequences
associated with any fai
f lure to comply therewith could have a material negative effect on our business, operating fle
f xibility, and
financial condition.
Current and propos
o
ed regu
e
lations addressing
i
consumer privacy a
c
nd data u
t
se and security
i
could i
l
nc
i
rease our costs a
t
nd
impact our repu
e
tation.
We are subject to federal, state and local laws related to consumer privacy and data use and security, including information
safeguard rules under the Gramm-Leach-Bliley Act and the Californi
f
a Consumer Protection Act. These rules require financial
institutions to develop, implement, and maintain a written, comprehensive information security program containing safeguards
that are appropr
a
iate to the fin
f ancial institution’s size and complexity, the nature and scope of the fin
f ancial institut
t ion’s
activities, and the sensitivity of any customer information at issue. The United States has experienced a heightened legislative
and regulatory f
r
oc
f
us on privacy and data security, including requirements as to consumer notification in the event of data
breaches and certain types of security breaches. Additional regulations in these areas may increase compliance costs, which
could negatively impact earnings. In addition, failure to comply with the privacy, data use and security laws and regulations to
which we are subj
u ect, including by reason of inadvertent disclosure of confid
f ential information, could result in fin
f es, sanctions,
penalties, reputational harm, loss of consumer confid
f ence, and other adverse consequences, any of which could have a material
adverse effect on our results of operations and business.
We could b
l
e subje
b ct to adverse
r
changes or int
i
er
t
pr
r
etat
t io
t ns of tax l
a
aw
l
s, tax a
a
udits
d
, o
s
r challenges to our tax pos
t
itions.
We are subject to federal and applicable state income tax laws and regulations. Income tax laws and regulations are often
complex and require significant judgment in determining our effe
f ctive tax rate and in evaluating our tax positions. Changes in
tax laws, changes in interpr
r
etations, guidance or regulations that may be promulgated, or challenges to judgments or actions
that we may take with respect to tax laws could negatively impact our current and futur
f
e fin
f ancial performance.
In addition, our determination of our tax liabi
a lity is subj
u ect to review by applicable tax authorities. In the normal course of
business, we are routinely subject to examinations and challenges fro
f
m federal an
f
d appl
a
icable state and local taxing authorities
regarding the amount of taxes due
d
in connection with investments we have made and the businesses in which we have engaged.
Recently, federal an
f
d state and local taxing authorities have been increasingly aggressive in challenging tax positions taken by
financial institutions. The challenges made by taxing authorities may result in adju
d stments to the timing or amount of taxable
income or deductions, or the allocation of income among tax jurisdictions. Any such challenges that are not resolved in our
favor may adversely affect our effe
f ctive tax rate, tax payments or financial condition.
27

Securities-Related Risks
The price of our common stock may f
a
lu
f
ctuate sign
i
ific
f antly in the futur
f
e, which could result in losses to o
t
ur investor
t
s a
r
nd
litigatio
t n agai
a
ns
i
t us.
The price of our common stock on the New York Stock Exchange constantly changes. There can be no assurances about the
market price for our
f
common stock. Stock price volatility may make it more diffi
f cult for you to resell your common stock or
depositary shares when you want and at prices you find attractive.
Our stock price may fluctuate as a result of a variety of factors many of which are beyond our control and unrelated to our
financial performance. Factors that may cause fluctuations in our stock price include:
•
actua
t
l or anticipated changes in the political climate or public policy;
•
volatility and economic disrupt
r
ion in the banking industry,
r
such as that experienced in 2023, or the economy more
broadly;
•
changes in national and global fin
f ancial markets and economies and general market conditions, such as interest or
foreign exchange rates, inflation, stock, commodity or real estate valuations or volatility and other global, geopolitical,
regulatory o
r
r judicial events that effect the fin
f ancial markets and economy including pandemics, terrorism and war,
including the military c
r
onflicts in Ukraine and the Middle East;
•
sales of our equity securities;
•
our financial condition, performance, creditworthiness, and prospects;
•
quarterly variations in our operating results or the quality of our assets;
•
operating results that vary from the expectations of management, securities analysts, and investors;
•
changes in expectations as to our future financial performance;
•
announcements of strategic developments, acquisitions, and other material events by us or our competitors;
•
the operating and securities price performance of other companies that investors believe are comparabl
a e to us;
•
the credit, mortgage, and housing markets, the markets for
f
securities relating to mortgages or housing, and
developments with respect to fin
f ancial institut
t ions generally;
•
changes in interest rates and the slope of the yield curve;
•
events affec
f
ting the financial services industry g
r
enerally or financial institutions similar to us or that may be viewed as
similar to us; and
•
our past and futur
f
e dividend and share repurchase practices.
Moreover, in the past, securities class action lawsuits have been instituted against some companies fol
f lowing periods of
volatility in the market price of its securities. We could in the future be the target of similar litigation. Securities litigation could
result in subs
u
tantial costs and divert management’s attention and resources from our normal business.
There may be future sales or other dilutio
i
n of o
o
ur equity
i , w
y
hich may a
a
dverse
r
ly affe
f ct the market price of our common stock
or depositary shares repr
e
esenting p
n
refe
e rred stock.
We are not restricted from issuing additional common stock or preferred stock, including any securities that are convertible into
or exchangeable for, or that represent the right to receive, common stock. We also grant a significant number of shares of
common stock to employees and directors under our Incentive Plan each year. The issuance of any additional shares of our
common stock, depositary s
r
hares, or preferred stock or securities convertible into, exchangeable for or that represent the right to
receive common stock, or the exercise of such securities could be substantially dilutive to stockholders of our common stock.
Holders of our common stock, depositary shares, and preferred stock have no preemptive rights that entitle such holders to
purchase their pro rata share of any offering of shares of any class or series. Because our decision to issue securities in the
future will depend on market conditions, our acquisition activity, and other fact
f
ors, we cannot predict or estimate the amount,
timing, or nature of our future offeri
f
ngs. Thus, our stockholders bear the risk of our future offeri
f
ngs reducing the market price
of our common stock and diluting their stock holdings in us.
There can be no assurance tha
t
t we will contin
t
ue to declar
l
e cash divid
d
en
d
ds or repu
e
rchase stoc
t
k as we have in t
i
he
t
past.
We have paid regular quarterly dividends on our common stock since the third quarter of 2019, subj
u ect to quarterly declarations
by the BOD, and have also paid dividends on our depositary s
r
hares representing our preferred stock since the issuance of such
securities in the third quarter of 2021. We have previously adopted common stock repurchase programs, pursuant to which we
have repurchased shares of our outstanding common stock, the most recent of which expired in December 2020.
28

Our dividend payments and/or stock repurchase practices may change from time-to-time, and no assurance can be provided that
we will continue to declare dividends in any particular amounts or at all, or institute a new stock repurchase program. Dividends
and/or stock repurchases are subj
u ect to capital availabi
a lity and the discretion of our BOD, which must evaluate, among other
things, whether cash dividends and/or stock repurchases are in the best interest of our stockholders and are in compliance with
all appl
a
icable laws and any agreements containing provisions that limit our ability to declare and pay cash dividends and/or
repurchase stock. Furthermore, our outstanding Series A preferred stock is senior to our common stock and could adversely
affe
f ct our ability to declare or pay dividends or distributions on common stock. Under the terms of the Series A preferred stock,
we are prohibited fro
f
m paying dividends on our common stock unless all dividends for the latest dividend period on all
outstanding shares of Series A preferred stock have been declared and paid in ful
f l or declared and a sum suffi
f cient for
f
the
payment of those dividends has been set aside. A reduction in or elimination of our dividend payments or dividend program
could have a negative effect on our stock price.
Offe
f ring
i
s o
g
f d
o
eb
d
t, which would be senior to our common stock upon liquidatio
t n, and/or preferred equity securiti
i es that may
be senior to our common stock for purpos
r
es of dividend distri
i
butions or upon liquidatio
t n, may a
a
dverse
r
ly affe
f ct the market
price of o
o
ur common stock.
We may fro
f
m time to time issue debt securities, borrow money through other means, or issue preferred stock. We may also
borrow money fro
f
m the FRB, the FHLB, other fin
f ancial institutions, and other lenders. At December 31, 2024, we had
outstanding subordina
u
ted debt, senior secured and unsecured debt, and short-term borrowings. We also have outstanding
depositary shares representing Series A preferred stock, which is senior to our common stock. All of these securities or
borrowings have priority over our common stock in a liquidation, which could affect the market price of our stock.
Our BOD is authorized to issue one or more classes or series of preferred stock from time to time without any action on the part
of the stockholders. Our BOD also has the power, without stockholder approva
a
l, to set the terms of any such classes or series of
preferred stock that may be issued, including voting rights, dividend rights, and preferences over our common stock with
respect to dividends or upon our dissolution, winding-up, and liquidation and other terms. If we issue additional preferred stock
in the futur
f
e that has a preference over our common stock, with respect to the payment of dividends or upon liquidation,
dissolution, or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock
and/or the rights of holders of our common stock, the market price of our common stock could be adversely affected.
Anti-takeover provisions could n
l
egativ
t ely i
l
mp
i
act our stockhol
t
de
l
rs.
Provisions of Delaware law and provisions of our Certific
f ate of Incorporation, as amended, and our Amended and Restated
Bylaws could make it more diffi
f cult for a third party to acquire control of us or have the effe
f ct of discouraging a third party
from attempting to acquire control of us. Additionally, our Certificate of Incorporation, as amended, authorizes our BOD to
issue additional series of preferred stock and such preferred stock could be issued as a defensive measure in response to a
takeover proposal. These provisions could make it more diffi
f cult for a third party to acquire us even if an acquisition might be
in the best interest of our stockholders.
Item 1B.
Unresolved Staff Comments.
None.
29

Item 1C.
Cybersecurity.
Cybersecurity risk management and strategy
e
Cybersecurity and risks associated with information security are operational risks included in the Company’s ERM Framework.
Cybersecurity risks may also include fraud, harm to employees or customers, violation of privacy or security laws and other
legal risks, and reputational risk. These risks are all considered in the Company’s ERM Framework as part of the Company’s
overall risk assessment process. Under the ERM Framework, the Company’s Information Security Risk and Compliance
departments and all employees are the First Line. Those in the First Line are each responsible for identifying
f
and managing the
information security risk associated with their activities. The Company’s Enterpr
r
ise & Operational Risk Management
Department is part of the independent risk oversight of information security risk along with the Company’s ORMC and ERM
Committee, both of which are management risk oversight committees. The Company manages the risk associated with
cybersecurity and infor
f
mation security in accordance with our Risk Appetite Statement, as approved by the BOD.
The Risk Committee of the BOD and ERM Committee are primarily responsible for monitoring management’s implementation
of operations and technology risk controls, including those relating to cybersecurity and information security. The Audit
Committee of the BOD oversees the audit control func
f
tions of which cybersecurity practices may be a part. The Company
maintains a data protection and infor
f
mation security program designed to ensure adequate governance and oversight is in place
while evolving to meet changes in appl
a
icable laws and regulations, and best practices. The Company’s information security
controls and programs are designed to align with the NIST for cybersecurity, the FFIEC examination guidelines, Control
Obje
b ctives for Infor
f
mation and Related Technologies and the Information Technology Infrastructur
t
e Library frameworks, along
with applicable privacy laws.
Information Security is the responsibility of the officers, employees and agents of the Company with oversight by the BOD.
Our investment in people is critical to maintaining an effective cyber defense, which begins by developing and maintaining a
robust Infor
f
mation Security function within the First Line. Collectively, the Company’s senior leadership in this area have over
75 years of experience. The Company’s CISO has over 25 years of network architectur
t
e, information technology and
cybersecurity experience, maintains Certified Infor
f
mation Systems Security Profes
f
sional credentials and has served on the
Federal Reserve Secure Payments Task Force. The Company’s CIO has over 30 years of technology executive leadership,
technology experience focused on strategy, design, development, implementation and suppor
u
t of appl
a
ication systems, and
overseeing transfor
f
mative technology changes, including digital transformations and fra
f ud and BSA/AML capabilities. While
the CIO and infor
f
mation technology organizations collabor
a
ate with the CISO organization as described herein, to create
independence between the CISO and CIO func
f
tions, the CISO reports to the Company’s Chief Administration Officer and the
CIO reports to the Company’s Chief Banking Offi
f cer for National Business Lines. Each Company employee is responsible for
an effe
f ctive cybersecurity defen
f
se which is enfor
f
ced with mandatory interactive cyber awareness training, periodic newsletters,
executive security briefs and upda
u
tes. Additionally, the BOD’s Risk Committee is informed about cybersecurity and the
relevant risks posed to the Company via regular updates fro
f
m the Company’s CISO and CIO. The BOD is regularly informed
and actively oversees the data security and privacy program and its policies. The BOD also receives regular educ
d
ation on
innovative technology, cybersecurity, infor
f
mation systems/data management, fintech and privacy, fro
f
m internal and external
experts.
Cybersecurity assessment
The Company engages external third parties to perform assessments on our adherence to the FFIEC’s recommendations on
cyber preparedness and NIST Cybersecurity Framework, as well as to review for best practices for the use of cloud services,
Swift a
f
nd FedLine requirements. To validate the effe
f ctiveness of the Company’s overall information security controls, external
third parties also perform full-scope external and internal penetration testing designed to mimic the tactics used by individual
hackers or criminal hacking organizations. The Company also engages external third parties to perform ongoing adversarial
simulation.
The Company conducts regular internal cybersecurity assessments intended to measure inherent risk and drive the adjustment
of our security posture according to the latest threats. These assessments include alignment with the FFIEC’s recommendations
on cyber preparedness, GLBA Safeguards Rul
R e to protect user data, and Swift s
f
ecurity control requirements. The Company
performs continuous internal and external vulnerabi
a lity scanning to measure and react to new vulnerabi
a lities and seeks
conformance to Center for
f
Internet Security benchmarks for both cloud-based and on-premises technology. The Company
reviews vendor and partner security practices to ensure they maintain proper information security safeguards.
Cybersecurity operational measures
Operationally, the Company’s overall cyber risk strategy is a collabor
a
ative process between the CIO and the information
technology teams, and the CISO led data protection, information and cyber teams. The CIO oversees the establishment and
30

implementation of the technical plan for
f
cyber risk strategy which the CISO and his team reviews and critiques. Afte
f r they have
establ
a ished a joint cyber risk plan, the Company’s second line of defense reviews and challenges the plan. Thereafte
f r, the CISO
and CIO teams cooperate with subj
u ect-matter experts throughout the business to identify,
f
monitor and mitigate material risks, as
well as to monitor compliance with the Company’s security polices, appl
a
icable laws and regulations. As an ongoing operation,
the Company’s SMC, which is part of the CISO organization, manages the security of our systems through the ingestion of
multiple external threat fee
f
ds and systems logs. Through the collection and integration of security-related IT infra
f structure
information, external threat intelligence and the expertise of trained SMC analysts, the Company works to identify a
f
nd address
potential indicators of compromise. Potential security events are identified and addressed through defined IT incident response
activities, the SMC’s oversight through SIEM, and with suppor
u
t of the Company’s CSR Plan. The CSR Plan is in place and
updated regularly with the intent to reduc
d
e impacts to clients and the Company caused by a declared cyber incident, such as an
event involving malicious code, unauthorized disclosure, loss of information or unauthorized use of information or systems.
The CSR Plan organizes resources to detect, manage, respond to, resolve and recover fro
f
m events that harm or threaten the
security of information assets. The CSR plan includes involvement of the Company’s Executive Leadership Team and BOD
based on the severity of a cyber event, including the analysis of reporting requirements. The CSR plan is tested annually and
includes technical and executive management in simulated crisis management cybersecurity tabl
a etop exercises.
Cyber threat actors and cybersecurity incidents are a reality and the Company and our third parties face cy
f
bersecurity threats in
the normal course of business. As of the date of this report, we are aware of the incident described in Item 9B “Other
Information” of this report and, as of the date of this report, we have not experienced material losses or consequences relating to
material cybersecurity incidents experienced by us or our third parties. However, we expect businesses will continue to
experience cybersecurity risks that could result in adverse impacts with increased frequency and severity due to the evolving
threat environment, and there can be no assurance that futur
f
e cybersecurity incidents, including incidents experienced by third
parties, will not have a material adverse impact on the Company, including its business strategy, results of operations and/or
financial condition. Future cybersecurity threats and incidents could have a material impact on our service, systems or business
and are discussed in “Risk Factors” to this report.
Item 2.
Properties.
The Company and WAB are headquartered at One E. Washington Street in Phoenix, Arizona. WAB operates 37 domestic
branch locations, which include five executive and administrative offices, of which 19 of these locations are owned and 18 are
leased. The Company also has several loan production and other offi
f ces across the United States. In addition, WAB owns and
occupi
u es a 36,000 square foot operations facility in Las Vegas, Nevada. See "Item 1. Business” in this Form 10-K for
f
location
cities. For infor
f
mation regarding rental payments, see "Note 8. Leases" in Item 8 included in this Form 10-K.
Item 3.
Legal Proceedings.
There are no material pending legal proceedings to which the Company is a party to or to which any of its properties are
subj
u ect. There are no material proceedings known to the Company to be contemplated by any governmental authority. From
time to time, the Company is involved in a variety of litigation matters in the ordinary c
r
ourse of its business and anticipates that
it will become involved in new litigation matters in the futur
f
e.
Item 4.
Mine Safety Disclosures.
Not appl
a
icable.
31

PART II
Item 5.
Market for
f
Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Market
k
Info
n rmation
The Company’s common stock began trading on the New York Stock Exchange under the symbol “WAL” on June 30, 2005.
The Company has file
f
d, without qualifications, its 2024 Domestic Company Section 303A CEO Certific
f ation regarding its
compliance with the NYSE’s corpor
r
ate governance listing standards.
Holders
d
At February 18, 2025, there were appr
a
oximately 2,246 stockholders of record of our common stock. This number does not
include stockholders who hold shares in the name of brokerage firms or other financial institutions. The Company is not
provided the exact number of or identities of these stockholders. There are no other classes of common equity outstanding.
Dividends
During the four
f
th quarter of 2024, the Company's BOD approved a cash dividend of $0.38 per common share. The dividend
payment to stockholders totaled $41.8 million and was paid on November 29, 2024. In addition, the Company paid a cash
dividend of $0.27 per depositary s
r
hare to preferred stockholders on December 17, 2024, totaling $3.2 million.
Share Repurchases
The fol
f lowing tabl
a e provides infor
f
mation about
a
the Company's purchases of equity securities that are registered by the
Company pursuant to Section 12 of the Exchange Act for
f
the periods indicated:
riod
Total Number of
Shares
Purchased (1)(2)
Average Price Paid
Per Share
Total Number of Shares
Purchased as Part of Publicly
Announced Plans or
Programs (2)
Approximate Dollar Value of
Shares That May Yet to be
Purchased Under the Plans
or Programs
October 1-31, 2024
105
$
61.25
—
$
—
November 1-30, 2024
169
83.31
—
—
December 1-31, 2024
184
93.16
—
—
Total
458
$
82.21
—
$
—
(1)
Shares purchased during the period were transfer
f red to the Company fro
f
m employees in satisfaction of minimum tax withholding obligations
associated with the vesting of restricted stock awards during the period.
(2)
The Company does not currently have a common stock repurchase program.
32

Perfor
f
mance Graph
a
The fol
f lowing graph summarizes a five year comparison of the cumulative total returns for
f
the Company’s common stock, the
Standard & Poor’s 500 stock index and the KBW Regional Banking Total Retur
t
n Index, each of which assumes an initial value
of $100.00 on December 31, 2019 and reinvestment of dividends.
Equivalent Value
Total Return Performance
Western Alliance
S&P 500 Index
KBW Regional Banking Index
Dec '19
Dec '20
Dec '21
Dec '22
Dec '23
Dec '24
50
100
150
200
250
300
Item 6.
[Reserved].
33

Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
The fol
f lowing discussion is designed to provide insight on the fin
f ancial 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 actua
t
l results to differ materially from those proje
o cted in the for
f
ward-looking
statements.
For a comparison of the 2023 results to the 2022 results and other 2022 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
f
the year ended December 31, 2023.
Recent Market and Banking Industry Developments
Market Developments
CRE Exp
E
osure
The Company's loan portfol
f io includes significant credit exposure to the CRE market, with CRE related loans comprising
approximately 30% and 33% of total loans at December 31, 2024 and 2023, respectively. Approximately 16% of CRE loans,
excluding construc
r
tion and land loans, were owner occupi
u ed and less than 5% were non-owner occupi
u ed offic
f e loans at
December 31, 2024 and 2023. As elevated focus on the evolving industry d
r
ynamics fac
f
ing the CRE market have emerged over
the past year, the Company has been proactive in establishing enhanced monitoring policies and procedur
d
es as it relates to its
CRE loans and has undertaken actions to limit growth of its CRE portfol
f io, as fur
f
ther discussed in “Item 1. Business, Lending
Activities – Asset Quality” of this Form 10-K. During the year ended December 31, 2024, the Company recognized gross
charge-offs on CRE non-owner occupi
u ed loans totaling $56.8 million, which primarily related to office properties. While the
Company believes its increased monitoring effort
f
s to provide earlier identification of potential stressed loans and proactive
engagement with borrowers has helped the Company assess its credit related exposure related to this portfol
f io segment and
establ
a ish adequate reserve levels, CRE market conditions may worsen, which could result in fur
f
ther deterioration of asset
quality in this portfol
f io.
Othe
t
r Assets Acquired Thr
T
ough Foreclosure
During the year ended December 31, 2024, the Company foreclosed on a delinquent CRE loan and took possession of an offi
f ce
building in downtown San Diego. The property was recorded as OREO with a carrying value of $44 million, which represents
its fair value based on a recent appr
a
aisal less estimated selling costs. The Company has assumed the existing tenant leases and
will recognize rental income from these leases as well the associated operating expenses for the building.
Southern Cal
C ifornia Wildfires
In January 2025, a series of destruc
r
tive wildfires erupt
u ed across the Los Angeles, Californi
f
a area. While Californi
f
a is one of the
Company's core footpr
f
int states, the Company has not experienced any impact to its offi
f ces and its exposure to borrower
collateral damage has been limited. The Company's aggregate exposure totals less than $15 million, with 17 properties
experiencing either a significant or total loss. Further, insurance coverage for each of these properties meets or exceeds the
outstanding loan balance.
Banking Industry
In November 2023, the FDIC appr
a
oved a final rul
r e implementing a special assessment to recover losses to the Deposit
Insurance Fund associated with protecting uninsured depositors following the closures of Silicon Valley Bank and Signature
Bank. The assessment base is equal to an institution’s estimated uninsured deposits as of December 31, 2022, adju
d sted to
exclude the fir
f st $5 billion of estimated uninsured deposits. The special assessment will be collected at a quarterly rate of 3.36
basis points for
f
the initial eight-quarter collection period, with the fir
f st quarterly assessment period beginning on January 1,
2024. Given the update to the loss estimates and the increase in the aggregate special assessment base resulting from
f
amendments to the reported amount of estimated uninsured deposits related to the bank failures, as of September 2024, the
FDIC is projecting that the special assessment will be collected for
f
an additional two quarters beyond the initial eight-quarter
collection period, at a lower rate. For the year ended December 31, 2024, the Company recognized a net charge of $8.3 million
related to the special assessment due
d
to adju
d stments to the loss estimate.
34

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
r
of customized loan, deposit and treasury m
r
anagement capabilities, including funds transfer
f
and
other digital payment offeri
f
ngs, through its wholly-owned banking subs
u
idiary, WAB, together with its banking divisions: ABA,
BON, FIB, Bridge, and TPB.
The Company also provides an array of specialized financial services across the country, including mortgage banking services
through AmeriHome, treasury management services to the homeowner's association sector, and digital payment services for the
class action legal industry.
r
2024 Financial Highlights
•
Net income availabl
a e to common stockholders of $774.9 million for 2024,
f
an increase from $709.6 million for 2023
f
•
Diluted earnings per share of $7.09 for 2024, an increase from $6.54 per share for 2023
•
Net revenue of $3.2 billion, constituting year-over-year growth of 20.7%, or $542.5 million, compared to an increase
in non-interest expenses of 24.7%, or $401.6 million
•
PPNR1 increased $140.9 million to $1.1 billion, compared to $996.2 million in 2023
•
Effective tax rate of 20.5% for 2024, compared to 22.6% for 2023
•
Total loans HFI of $53.7 billion, up $3.4 billion fro
f
m December 31, 2023
•
Total deposits of $66.3 billion, up $11.0 billion fro
f
m December 31, 2023
•
Stockholders' equity of $6.7 billion, an increase of $629 million fro
f
m December 31, 2023
•
Nonperforming assets (nonaccrua
r
l loans and repossessed assets) increased to 0.65% of total assets, from 0.40% at
December 31, 2023
•
Net loan charge-offs to average loans outstanding of 0.18% for 2024, compared to 0.06% for 2023
•
Net interest margin of 3.58% in 2024, decreased fro
f
m 3.63% in 2023
•
Retur
t
n on average assets of 0.99% for 2024, compared to 1.03% for 2023
•
Tangible common equity ratio1 of 7.2%, compared to 7.3% at December 31, 2023
•
Tangible book value per share, net of tax1, of $52.27, an increase of 11.9% from $46.72 at December 31, 2023
•
Efficiency ratio1 of 63.2% in 2024, compared to 61.1% in 2023
The impact to the Company from these items, and others of both a positive and negative natur
t
e, are discussed in more detail
below as they pertain to the Company’s overall comparative performance for the year ended December 31, 2024.
1 See Non-GAAP Financial Measures section beginning on page 38.
35

As a bank holding company, management focuses on key ratios in evaluating the Company's fin
f ancial condition and results of
operations.
Results of Operations and Financial Condi
C
tion
A summary of the Company's results of operations, fin
f ancial condition, and selected metrics are included in the following
tabl
a es:
Year Ended December 31,
2024
2023
2022
(dol
d lars in millions, excep
e
t per share amounts)
t
Net income
$
787.7
$
722.4
$
1,057.3
Net income availabl
a e to common stockholders
774.9
709.6
1,044.5
Earnings per share - basic
7.14
6.55
9.74
Earnings per share - diluted
7.09
6.54
9.70
Return on average assets
0.99 %
1.03 %
1.62 %
Return on average equity
12.2
12.6
20.7
Return on average tangible common equity (1)
14.0
14.9
25.4
Net interest margin
3.58
3.63
3.67
(1)
See Non-GAAP Financial Measures section beginning on page 38.
December 31,
2024
2023
(in millions)
Total assets
$
80,934
$
70,862
Loans HFS
2,286
1,402
Loans HFI, net of deferred fees an
f
d costs
53,676
50,297
Investment securities, net of allowance for
f
credit losses
15,095
12,712
Total deposits
66,341
55,333
Other borrowings
5,573
7,230
Qualifying debt
f
899
895
Stockholders' equity
6,707
6,078
Tangible common equity, net of tax1
5,755
5,116
(1)
See Non-GAAP Financial Measures section beginning on page 38.
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 nonaccrua
r
l loans as a percentage of gross
loans and net charge-offs
f
as a percentage of average loans. Net charge-offs are calculated as the difference between charged-off
loans and recovery payments received on previously charged-off loans. The fol
f lowing tabl
a e summarizes the Company's key
asset quality metrics for
f
loans HFI:
At or for the Year Ended December 31,
2024
2023
2022
(dol
d lars in millions)
Nonaccrua
r
l loans
$
476
$
273
$
85
Repossessed assets
52
8
11
Non-performing assets
528
418
98
Nonaccrua
r
l loans to funded loans
0.89 %
0.54 %
0.16 %
Nonaccrua
r
l and repossessed assets to total assets
0.65
0.40
0.14
Allowance for
f
loan losses to funded loans
0.70
0.67
0.60
Allowance for
f
credit losses to funde
f
d loans
0.77
0.73
0.69
Allowance for
f
loan losses to nonaccrua
r
l loans
79
123
364
Allowance for
f
credit losses to nonaccrua
r
l loans
87
135
419
Net charge-offs
f
to average loans outstanding
0.18
0.06
0.00
36

Asset and Depos
e
it Growth
The Company’s assets and liabi
a lities are comprised primarily of loans and deposits. Therefore, the ability to originate new loans
and attract new deposits is funda
f
mental to the Company’s growth.
Total assets increased to $80.9 billion at December 31, 2024 from $70.9 billion at December 31, 2023. The increase in total
assets of $10.1 billion, or 14.2%, was driven primarily by an increase in deposits. This increase in deposits drove loan growth of
$3.4 billion and contributed to increases in cash of $2.5 billion, or 159.9%, and investment securities of $2.4 billion, or 18.7%.
Loans HFI increased by $3.4 billion, or 6.7%, to $53.7 billion as of December 31, 2024, compared to $50.3 billion as of
December 31, 2023. By loan type, commercial and industrial loans and CRE, non-owner occ
i
upi d
ed loans i
s ncreased $4.0 billion
and $218 million, respectively, from December 31, 2023. This increase in loans HFI was partially offs
f et by decreases in
residential real estate and construc
r
tion and land development loans of $452
illi
million
d
and $410
illi
million r
, espectively.
Total deposits increased $11.0 billion, or 19.9%, to $66.3 billion as of December 31, 2024 from $55.3 billion as of December
31, 2023. By type, the increase in deposits from December 31, 2023 was driven by increases of $6.4 billion in savings and
money market accounts and $4.3 billion in non-interest bearing deposits.
RESULTS OF OPERAT
R
IONS
The fol
f lowing tabl
a e sets for
f
th a summary financial overview:
Year Ended December 31,
Increase
)
2
(Decrease
(in millions, excep
e
t per share amounts)
t
Consolidated Income Statement Data:
Interest income
$
4,541.1
$
4,035.3
$
505.8
Interest expense
1,922.2
1,696.4
225.8
Net interest income
2,618.9
2,338.9
280.0
Provision for credit losses
145.9
62.6
83.3
Net interest income after provision for credit losses
2,473.0
2,276.3
196.7
Non-interest income
543.2
280.7
262.5
Non-interest expense
2,025.0
1,623.4
401.6
Income before provision for income taxes
991.2
933.6
57.6
Income tax expense
203.5
211.2
(7.7)
Net income
787.7
722.4
65.3
Dividends on preferred stock
12.8
12.8
—
Net income availabl
a e to common stockholders
$
774.9
$
709.6
$
65.3
Earnings per share:
Basic
$
7.14
$
6.55
$
0.59
Diluted
$
7.09
$
6.54
$
0.55
37

Non-GAAP Financial Measures
The fol
f lowing 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
subs
u
titute 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
N
Revenue
Banking regulations define PPNR as the sum of net interest income and non-interest income less expenses before adju
d sting for
f
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 abi
a lity to generate capital to cover credit losses through the credit cycle,
and provides consistent reporting with a key metric used by bank regulatory a
r
gencies.
The fol
f lowing tabl
a e shows the components used in the calculation of PPNR:
Year Ended December 31,
2024
2023
2022
(in millions)
Net interest income
$
2,618.9
$
2,338.9
$
2,216.3
Total non-interest income
543.2
280.7
324.6
Net revenue
$
3,162.1
$
2,619.6
$
2,540.9
Total non-interest expense
2,025.0
1,623.4
1,156.7
Pre-provision net revenue
$
1,137.1
$
996.2
$
1,384.2
Less:
Provision for credit losses
145.9
62.6
68.1
Income tax expense
203.5
211.2
258.8
Net income
$
787.7
$
722.4
$
1,057.3
Efficie
f
ncy R
c
atio
The fol
f lowing tabl
a e shows the components used in the calculation of the effi
f ciency 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
f
assessing cost effi
f ciency:
Year Ended December 31,
2024
2023
2022
(dol
d lars in millions)
Total non-interest expense
$
2,025.0
$
1,623.4
$
1,156.7
Less: Deposit costs
693.2
436.7
165.8
Total non-interest expense, excluding deposit costs
1,331.8
1,186.7
990.9
Divided by:
Total net interest income
2,618.9
2,338.9
2,216.3
Plus:
Tax equivalent interest adju
d stment
39.5
35.5
33.7
Total non-interest income
543.2
280.7
324.6
Less: Deposit costs
693.2
436.7
165.8
$
2,508.4
$
2,218.4
$
2,408.8
Effi
f ciency ratio - tax equivalent basis
63.2 %
61.1 %
44.9 %
Effi
f ciency ratio - tax equivalent basis, adjusted for
f
deposit costs
53.1
53.5
41.1
38

Tangible Com
C
mon Equity and Return on Average Tangible Com
C
mon Equity
The fol
f lowing tabl
a es present fin
f ancial measures related to tangible common equity. Tangible common equity represents total
stockholders' equity reduced by goodwill and intangible assets and preferred stock. Management believes tangible common
equity financial measures are useful
f
in evaluating the Company's capital strength, financial condition, and abi
a lity to manage
potential losses.
December 31,
2024
2023
(dol
d lars and shares in millions)
Total stockholders' equity
$
6,707
$
6,078
Less:
Goodwill and intangible assets
659
669
Preferred stock
295
295
Total tangible common stockholders' equity
5,753
5,114
Plus: deferred tax - attributed to intangible assets
2
2
Total tangible common equity, net of tax
$
5,755
$
5,116
Total assets
$
80,934
$
70,862
Less: goodwill and intangible assets, net
659
669
Tangible assets
80,275
70,193
Plus: deferred tax - attributed to intangible assets
2
2
Total tangible assets, net of tax
$
80,277
$
70,195
Tangible common equity ratio
7.2 %
7.3 %
Common shares outstanding
110.1
109.5
Book value per common share
$
58.24
$
52.81
Tangible book value per common share, net of tax
52.27
46.72
Year Ended December 31,
2024
2023
2022
(dol
d lars in millions)
Net income availabl
a e to common stockholders
$
774.9
$
709.6
$
1,044.5
Divided by:
Average stockholders' equity
6,480
5,719
5,099
Less:
Average goodwill and intangible assets
664
675
688
Average preferred stock
295
295
295
Average tangible common equity
$
5,521
$
4,749
$
4,116
Return on average tangible common equity
14.0 %
14.9 %
25.4 %
39

Regulator
e
y C
r
api
C
tal
The fol
f lowing tabl
a e presents certain financial measures related to regulatory c
r
apital under Basel III, which includes CET1 and
total capital. The FRB and other banking regulators use CET1 and total capital as a basis for
f
assessing a bank's capital
adequacy; therefor
f
e, management believes it is useful to assess financial condition and capital adequacy using this same basis.
Specifically, the total capital ratio takes into consideration the risk levels of assets and off-balance sheet financial instrum
r
ents.
In addition, management believes the classified assets to CET1 plus allowance measure is an important regulatory m
r
etric for
f
assessing asset quality.
As permitted by the regulatory c
r
apital rul
r es, the Company elected the CECL transition option that delayed the estimated impact
on regulatory c
r
apital resulting fro
f
m the adoption of CECL over a five-year transition period ending December 31, 2024.
Accordingly, capi
a tal ratios and amounts for 2024
f
include a 25% capital benefit th
f
at resulted fro
f
m the increased ACL related to
the adoption of ASC 326, compared to a 50% capital benefit for
f
2023.
December 31,
2024
2023
(dol
d lars in millions)
Common equity tier 1:
Common equity
$
6,425
$
5,807
Less:
Non-qualifyi
f ng goodwill and intangibles
644
658
Disallowed deferred tax asset
4
3
AOCI related adju
d stments
(535)
(516)
Unrealized gain on changes in fai
f r value liabi
a lities
1
3
Common equity tier 1
$
6,311
$
5,659
Divided by: Risk-weighted assets
$
56,019
$
52,517
Common equity tier 1 ratio
11.3 %
10.8 %
Common equity tier 1
$
6,311
$
5,659
Plus: Preferred stock and trus
r
t preferred securities
376
376
Tier 1 capital
$
6,687
$
6,035
Divided by: Tangible average assets
$
82,691
$
70,295
Tier 1 leverage ratio
8.1 %
8.6 %
Total capital:
Tier 1 capital
$
6,687
$
6,035
Plus:
Subordina
u
ted debt
819
818
Adju
d sted allowances for credit losses
416
348
Tier 2 capital
$
1,235
$
1,166
Total capital
$
7,922
$
7,201
Total capital ratio
14.1 %
13.7 %
Classified assets to tier 1 capital plus allowance:
Classified assets
$
1,009
$
673
Divided by: Tier 1 capital
6,687
6,035
Plus: Adjusted allowances for credit losses
416
348
Total Tier 1 capital plus adjusted allowances for credit losses
$
7,103
$
6,383
Classified assets to tier 1 capital plus allowance
14.2 %
10.5 %
40

Net Interest Margin
g
The net interest margin is reported on a TEB. A tax equivalent adju
d stment is added to refle
f ct interest earned on certain
securities and loans that are exempt from feder
f
al and state income tax. The fol
f lowing tabl
a es set for
f
th the average balances,
interest income, interest expense, and average yield (on a ful
f ly TEB) for the periods indicated:
Year Ended December 31,
2024
2023
Average
Balance
Interest
Average
Yield / Cost
Average
Balance
Interest
Average
Yield / Cost
(dol
d lars in millions)
Interest earning assets
Loans HFS
$
3,531
$
216.4
6.13 % $
3,347
$
213.4
6.38 %
Loans HFI:
Commercial and industrial
20,845
1,490.6
7.21
17,886
1,337.9
7.54
CRE - non-owner occupi
u ed
9,681
744.7
7.70
9,736
734.8
7.56
CRE - owner occupi
u ed
1,833
111.2
6.17
1,800
102.3
5.79
Construc
r
tion and land development
4,747
440.1
9.28
4,498
419.7
9.33
Residential real estate
14,529
622.3
4.28
15,126
596.4
3.94
Consumer
54
3.8
7.00
72
5.2
7.23
Total loans HFI (1), (2), (3)
51,689
3,412.7
6.63
49,118
3,196.3
6.53
Investment securities:
Taxabl
a e
13,159
616.0
4.68
8,002
381.3
4.76
Tax-exempt
2,230
95.0
5.34
2,097
86.2
5.15
Total investment securities (1)
15,389
711.0
4.78
10,099
467.5
4.84
Cash and other
3,656
201.0
5.50
2,848
158.1
5.55
Total interest earning assets
74,265
4,541.1
6.17
65,412
4,035.3
6.22
Non-interest earning assets
Cash and due
d
from banks
293
273
Allowance for
f
credit losses
(357)
(326)
Bank owned life i
f
nsurance
589
183
Other assets
4,483
4,581
Total assets
$
79,273
$
70,123
Interest bearing liabilities
Interest bearing deposits:
Interest bearing demand accounts
$
16,155
$
480.7
2.98 % $
12,422
$
352.0
2.83 %
Savings and money market accounts
17,462
610.2
3.49
14,903
428.1
2.87
Certificates of deposit
10,085
509.3
5.05
7,945
362.5
4.56
Total interest bearing deposits
43,702
1,600.2
3.66
35,270
1,142.6
3.24
Short-term borrowings
3,893
216.3
5.56
7,800
434.6
5.57
Long-term debt
830
67.7
8.16
862
81.3
9.43
Qualifying debt
f
896
38.0
4.25
892
37.9
4.25
Total interest bearing liabilities
49,321
1,922.2
3.90
44,824
1,696.4
3.78
Interest cost of fund
f
ing earning assets
2.59
2.59
Non-interest bearing liabilities
Non-interest bearing deposits
22,017
18,293
Other liabi
a lities
1,455
1,287
Stockholders’ equity
6,480
5,719
Total liabilities and stockholders' equity
$
79,273
$
70,123
Net interest income and margin (4)
$
2,618.9
3.58 %
$
2,338.9
3.63 %
(1)
Yields on loans and securities have been adju
d sted to a TEB. The taxable-equivalent adju
d stment was $39.5 million and $35.5 million for
f
the year
ended December 31, 2024 and 2023, respectively.
(2)
Included in the yield computation are net loan fees
f
of $109.0 million and $131.2 million for
f
the year ended December 31, 2024 and 2023,
respectively.
(3)
Includes non-accrua
r
l loans.
(4)
Net interest margin is computed by dividing net interest income by total average earning assets.
41

Year Ended December 31,
2024 versus 2023
Increase (Decrease) Due to Changes in (1)
Volume
Rate
Total
(in millions)
Interest income:
Loans HFS
$
11.3
$
(8.3) $
3.0
Loans HFI:
Commercial and industrial
211.6
(58.9)
152.7
CRE - non-owner occupi
u ed
(4.3)
14.2
9.9
CRE - owner occupi
u ed
2.0
6.9
8.9
Construc
r
tion and land development
23.1
(2.7)
20.4
Residential real estate
(25.6)
51.5
25.9
Consumer
(1.3)
(0.1)
(1.4)
Total loans HFI
205.5
10.9
216.4
Securities:
Securities - taxable
241.4
(6.7)
234.7
Securities - tax-exempt
5.7
3.1
8.8
Total securities
247.1
(3.6)
243.5
Other
44.4
(1.5)
42.9
Total interest income
508.3
(2.5)
505.8
Interest expense:
Interest-bearing transaction accounts
$
111.1
$
17.6
$
128.7
Savings and money market accounts
89.4
92.7
182.1
Time certificates of deposit
108.1
38.7
146.8
Short-term borrowings
(217.0)
(1.3)
(218.3)
Long-term debt
(2.6)
(11.0)
(13.6)
Qualifying debt
f
0.2
(0.1)
0.1
Total interest expense
89.2
136.6
225.8
Net change
$
419.1
$
(139.1) $
280.0
(1)
Changes attributable to both volume and rate are designated as volume changes.
Comparison of interest income, i
e nt
i
eres
t
t expe
e
nse and net int
i
er
t
est margin
The Company's primary s
r
ource of revenue is interest income. For the year ended December 31, 2024, interest income was $4.5
billion, an increase of $505.8 million, or 12.5%, compared to $4.0 billion for
f
the year ended December 31, 2023. This increase
was primarily the result of a $243.5 million increase fro
f
m investment securities due
d
to a $5.3 billion increase in average
investment securities balances and a $216.4 million increase fro
f
m HFI loans due
d
to a $2.6 billion increase in average HFI loan
balances. Average yield on interest earning assets decreased to 6.17% for the year ended December 31, 2024, compared to
6.22% for 2023, which was primarily the result of a lower yields on investment securities.
For the year ended December 31, 2024, interest expense was $1.9 billion, compared to $1.7 billion for
f
the year ended
December 31, 2023. Interest expense on deposits increased $457.6 million for
f
the same period due
d
to an $8.4 billion increase in
average interest-bearing deposits, coupled with increasing rates. Deposit rates increased year-over-year due to increases in the
federal funds
f
target rate throughout 2023 that were not fully offs
f et by reductions concentrated in the latter part of 2024. Interest
expense on short-term borrowings decreased $218.3 million for
f
the year ended December 31, 2024 compared to the same
period in 2023 as a result of a decrease of $3.9 billion in the average balance.
For the year ended December 31, 2024, net interest income was $2.6 billion, compared to $2.3 billion for
f
the year ended
December 31, 2023. The increase in net interest income was driven by an $8.9 billion increase in average interest earning
assets, partially offs
f et by an increase of $4.5 billion in average interest-bearing liabi
a lities. The decrease in net interest margin of
5 basis points compared to 2023 is the result of higher fun
f
ding costs on deposits and borrowings, coupled with lower asset
yields during 2024.
42

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, unfunde
f
d loan commitments, and investment securities. The provision is equal to the amount required to
maintain the ACL at a level adequate to absorb estimated lifet
f ime credit losses inherent in the loan and investment securities
portfol
f ios based on remaining contractua
t
l matur
t
ity, adjusted for
f
estimated prepayments as of each period end. The Company's
CECL models incorporate historical experience, current conditions, and reasonable and suppor
u
tabl
a e for
f
ecasts in measuring
expected credit losses. For the year ended December 31, 2024 and 2023, the Company recorded a provision for credit losses of
$145.9 million and $62.6 million, respectively. The increase in the provision for credit losses fro
f
m the year ended December
31, 2023 is primarily reflective of net charge-offs of $93.3 million, loan growth, and an incremental ACL build for CRE non-
owner occupi
u ed loans resulting from current market conditions.
Non-interest Income
The fol
f lowing tabl
a e presents a summary of non-interest income:
Year Ended December 31,
Increase
)
2
(Decrease
(in millions)
Service charges and loan fees
f
$
96.0
$
101.0
$
(5.0)
Net gain on loan origination and sale activities
206.3
193.5
12.8
Net loan servicing revenue
121.5
102.3
19.2
Income from equity investments
38.2
15.7
22.5
Income from bank owned life i
f
nsurance
27.8
4.5
23.3
Gain (loss) on sales of investment securities
17.4
(40.8)
58.2
Fair value gain (loss) adju
d stments, net
7.5
(116.0)
123.5
Other income
28.5
20.5
8.0
Total non-interest income
$
543.2
$
280.7
$
262.5
Total non-interest income for the year ended December 31, 2024 increased by $262.5 million compared to the same period in
2023. The increase in non-interest income from the year ended December 31, 2023 was driven in large part by execution of the
Company's balance sheet repositioning strategy, which included sales of certain loans and investment securities. These actions
resulted in recognition of losses in 2023 related to fai
f r value adju
d stments fro
f
m transferring loans fro
f
m HFI to HFS and sales of
investment securities totaling $116.0 million and $40.8 million, respectively. In addition, income from bank owned life
insurance increased $23.3 million as the Company entered into a new policy dur
d
ing 2024.
43

Non-interest Expense
p
The fol
f lowing tabl
a e presents a summary of non-interest expense:
Year Ended December 31,
Increase
)
2
(Decrease
(in millions)
Salaries and employee benefits
f
$
631.1
$
566.3
$
64.8
Deposit costs
693.2
436.7
256.5
Insurance
164.8
190.4
(25.6)
Data processing
149.7
122.0
27.7
Legal, profes
f
sional, and directors' fees
109.4
107.2
2.2
Occupancy
u
73.1
65.6
7.5
Loan servicing expenses
68.1
58.8
9.3
Business development and marketing
32.7
21.8
10.9
Loan acquisition and origination expenses
21.5
20.4
1.1
Gain on extinguishment of debt
—
(52.7)
52.7
Other expense
81.4
86.9
(5.5)
Total non-interest expense
$
2,025.0
$
1,623.4
$
401.6
Total non-interest expense for
f
the year ended December 31, 2024 increased $401.6 million compared to the same period in
2023. The increase in non-interest expense fro
f
m the year ended December 31, 2023 was primarily driven by increased deposit
costs and salaries and employee benefits
f
, in addition to a net gain on extinguishment of debt in 2023 that did not reoccur.
Higigher earnings
nings cr d
edit deposit balances and rates drove tht e increase in deposits costs of $256.5 million as ECR r lelat d
ed deposit
ba
balances in
d
creased $
bi
$2.9 billi
llion to $
bi
$20.7 billi
llion as of Dece b
mber 31, 2024 S
.
alaries and employee benefit
f s increased $64.8
million due
d
to increased average he
ge he d
adcount and a highe
higher corpo
r
rate bonus accrua
r
l res lul iting fro
f
i
m improved performance in 2024.
The gain on extinguishment of debt totaling $52.7 million recognized dur
d
ing the year ended December 31, 2023 was related to
payoffs
f
of the warehouse and equity fund resource loan credit linked notes and Amerihome senior notes.
Income Taxes
For the years ended December 31, 2024 and 2023, the Company's effective tax rate was 20.5% and 22.6%, respectively. The
decrease in the effe
f ctive tax rate for the year ended December 31, 2024 compared to the same period in 2023 was primarily due
to increases in investment tax credit benefits
f
and tax-exempt income.
44

Business Segment Results
The Company's reportabl
a e segments are aggregated with a foc
f
us on products and services offere
f
d and consist of three
reportabl
a e segments:
•
Commercial: provides commercial banking and treasury m
r
anagement 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.
r
•
Consumer Related: offers
f
both commercial banking services to enterprises in consumer-related sectors and consumer
banking services, such as residential mortgage banking.
•
Corpor
r
ate & Other: consists of the Company's investment portfol
f io, Corporate borrowings and other related items,
income and expense items not allocated to other reportabl
a e segments, and inter-segment eliminations.
The fol
f lowing tabl
a es present selected reportabl
a e segment information:
Consolidated
Company
Commercial
Consumer Related
Corporate &
Other
December 31, 2024
(in millions)
Loans HFI, net of deferred loan fees an
f
d costs
$
53,676
$
31,544
$
22,132
$
—
Deposits
66,341
25,487
33,767
7,087
December 31, 2023
Loans HFI, net of deferred loan fees an
f
d costs
$
50,297
$
29,136
$
21,161
$
—
Deposits
55,333
23,508
25,101
6,724
Year Ended December 31, 2024
Income (loss) before provision for income taxes
$
991.2
$
530.6
$
457.2
$
3.4
Year Ended December 31, 2023
Income (loss) before provision for income taxes
$
933.6
$
745.1
$
259.2
$
(70.7)
BALANCE SHEET ANALYSIS
Total assets increased to $80.9 billion at December 31, 2024 from $70.9 billion at December 31, 2023. The increase in total
assets of $10.1 billion, or 14.2%, was driven primarily by an increase in deposits, which drove loan growth of $3.4 billion and
contributed to increases in cash and cash equivalents of $2.5 billion and investment securities of $2.4 billion as the Company
has focus
f
ed on increasing its holdings of high quality liquid assets. Loans HFI increased by $3.4 billion, or 6.7%, to $53.7
billion as of December 31, 2024, compared to $50.3 billion as of December 31, 2023. By loan type, commercial and industrial
and CRE, non-owner occupi
u ed loans increased $4.0 billion and $218 million, respectively, from December 31, 2023, partially
offs
f et by decreases in residential real estate and construc
r
tion and land development loans of $452 million and $410 million,
respectively, during the same period. In addition, loans HFS increased $884 million at December 31, 2024, up f
u
ro
f
m $1.4 billion
as of December 31, 2023.
Total liabi
a lities increased $9.4 billion, or 14.6%, to $74.2 billion at December 31, 2024, compared to $64.8 billion at December
31, 2023. The increase in liabi
a lities is due pr
d
imarily to an increase in total deposits. Total deposits increased $11.0 billion, or
19.9%, to $66.3 billion at December 31, 2024. The increase in deposits fro
f
m December 31, 2023 was driven by increases in
savings and money market accounts of $6.4 billion and non-interest-bearing demand deposits of $4.3 billion. These increases
were offs
f et in part by a decrease in other borrowings of $
bi
$1.7 billi
llion due
on
to a decrease in short-term FHLB borrowings, partially
offs
f et by an increase in long-term FHLB borrowings.
Total stockholders’ equity increased by $629 million, or 10.3%, to $6.7 billion at December 31, 2024, compared to $6.1 billion
at December 31, 2023. The increase in stockholders' equity is primarily a func
f
tion of net income, partially offset by dividends
to common and prefer
f red stockholders.
45

Investment securiti
i es
Debt securities are classified at the time of acquisition as either HTM, AFS, or trading based upon various factors, including
asset/liabi
a lity management strategies, liquidity and profitabi
a lity objectives, and regulatory r
r
equirements. HTM securities are
carried at amortized cost, adjusted for
f
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 fai
f r value, with unrealized gains and losses on these securities included in current period earnings.
The Company's investment securities portfol
f io may be utilized as collateral for bor
f
rowings, required collateral for publ
f
ic
deposits and repurchase agreements, and to manage liquidity, capital, and interest rate risk.
The fol
f lowing tabl
a e summarizes the carrying value of the Company's investment securities portfol
f io:
December 31,
Increase
)
2
(Decrease
(in millions)
Debt securities
i
Residential MBS issued by GSEs and GNMA
$
5,831
$
1,972
$
3,859
U.S. Treasury s
r
ecurities
4,383
4,853
(470)
Tax-exempt
2,195
2,101
94
Private label residential MBS
1,123
1,303
(180)
CLO
570
1,399
(829)
Commercial MBS issued by GSEs and GNMA
437
530
(93)
Corporate debt securities
386
367
19
Other
69
69
—
Total debt securities
$
14,994
$
12,594
$
2,400
Equity
i
securities
i
Preferred stock
$
91
$
100
$
(9)
CRA investments
26
26
—
Total equity securities
$
117
$
126
$
(9)
The carrying value of debt securities increased $2.4 billion, or 19.1%, fro
f
m December 31, 2023. The increase in investment
securities is largely attributable to purchases of Residential MBS issued by GSEs and GNMA, partially offs
f et by sales of CLOs.
These actions were part of the Company's efforts to shift its investment portfol
f io mix toward high quality liquid assets.
46

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-effe
f cted. The maturity distribution and
weighted average yield of the Company's investment security portfol
f ios at December 31, 2024 are summarized in the table
below:
Due Under 1 Year
Due 1-5 Years
Due 5-10 Years
Due Over 10 Years
Total
Amount
Yield
Amount
Yield
Amount
Yield
Amount
Yield
Amount
Yield
(dol
d lars in millions)
Held-t
d o-
t
maturity
i
Tax-exempt bonds
$
35
6.65 %
$
9
6.71 %
$
117
4.27 %
$
1,189
4.69 %
$
1,350
4.72 %
Private label residential
MBS (1)
—
—
—
—
—
—
176
2.21
176
2.21
Total HTM securities
$
35
6.65 %
$
9
6.71 %
$
117
4.27 %
$
1,365
4.37 %
$
1,526
4.43 %
Availa
i ble-
l fo
-
r-sale
Residential MBS issued
by GSEs and GNMA (1)
$
—
— %
$
—
— %
$
6
2.72 %
$
6,219
4.42 %
$
6,225
4.42 %
U.S. Treasury s
r
ecurities
4,385
4.21
—
—
—
—
—
—
4,385
4.21
Private label residential
MBS (1)
—
—
—
—
11
4.68
1,137
2.53
1,148
2.55
Tax-exempt
4
9.94
12
2.78
—
—
905
2.99
921
3.02
CLO
—
—
—
—
300
6.37
270
6.44
570
6.40
Commercial MBS issued
by GSEs and GNMA (1)
32
4.75
128
4.69
205
5.13
82
3.90
447
4.75
Corporate debt securities
13
5.41
153
4.46
236
3.70
5
3.70
407
4.04
Other
2
3.00
7
2.51
12
4.39
54
5.08
75
4.67
Total AFS securities
$
4,436
4.22 %
$
300
4.45 %
$
770
5.14 %
$
8,672
4.08 %
$
14,178
4.19 %
(1)
MBS are comprised of pools of loans with varying matur
t
ities, the majority of which are due afte
f r 10 years.
The average duration, which is a measure of the interest rate sensitivity of the Company's debt securities portfol
f io, is 3.4 years
as of December 31, 2024.
The Company does not hold any subpr
u
ime MBS in its investment portfol
f io. Approximately 83% of its MBS are GSE or GNMA
issued. The MBS that are not GSE issued consist primarily of investment grade securities, including $921 million rated AAA
and $26 million rated AA.
Gross unrealized losses on the Company's AFS securities at December 31, 2024 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 an ACL of $0.4 million on the Company's AFS
securities was required at December 31, 2024.
The credit loss model appl
a
icable to HTM securities requires recognition of lifet
f ime expected credit losses through an allowance
account at the time the security is purchased. For the year ended December 31, 2024, the Company recognized a provision for
credit losses on HTM securities of $8.6 million, compared to $2.6 million for
f
the same period in 2023, resulting in a total
allowance of $16.4 million and $7.8 million as of December 31, 2024 and 2023, respectively.
47

Loans HFS
H
The Company purchases and originates residential mortgage loans through its AmeriHome mortgage banking business channel
that are held for
f
sale or securitization. At December 31, 2024, the loans HFS balance totaled $2.3 billion, compared to $1.4
billion at December 31, 2023. The increase in loans HFS fro
f
m December 31, 2023 relates primarily to agency conforming
loans.
Loans HFI
H
The table below summarizes the distribution of the Company’s held for
f
investment loan portfol
f io:
December 31,
Increase
)
2
(Decrease
(in millions)
Warehouse lending
$
8,207
$
6,618
$
1,589
Municipal & nonprofit
f
1,620
1,554
66
Tech & innovation
3,383
2,808
575
Equity fund resources
884
845
39
Other commercial and industrial
9,175
7,452
1,723
CRE - owner occupi
u ed
1,675
1,658
17
Hotel fra
f nchise finance
3,815
3,855
(40)
Other CRE - non-owner occupi
u ed
6,342
5,974
368
Residential
12,961
13,287
(326)
Residential - EBO
972
1,223
(251)
Construc
r
tion and land development
4,468
4,862
(394)
Other
174
161
13
Total loans HFI
53,676
50,297
3,379
Allowance for
f
credit losses
(374)
(337)
(37)
Total loans HFI, net of allowance
$
53,302
$
49,960
$
3,342
Loans classified as HFI are stated at the amount of unpaid principal, adju
d sted for net deferred fees an
f
d costs, premiums and
discounts on acquired and purchased loans, and an ACL. Net deferred loan fees
f
of $106 million and $108 million reduc
d
ed the
carrying value of loans as of December 31, 2024 and 2023, respectively. Net unamortized purchase premiums on acquired and
purchased loans of $175 million and $177 million increased the carrying value of loans as of December 31, 2024 and 2023,
respectively.
48

The fol
f lowing tabl
a e sets for
f
th the amount of loans outstanding by type of loan as of December 31, 2024 that were contractua
t
lly
due in under one year, one through five years, afte
f r fiv
f e through 15 years, and more than 15 years based on remaining
scheduled repayments of principal. Lines of credit or other loans having no stated fin
f al maturity and no stated schedul
d e of
repayments are reported as due
d
in one year or less. The table also presents an analysis of the rate struc
r
ture for loans within the
same maturity time periods. Actua
t
l cash flo
f ws from these loans may differ materially from contractua
t
l matur
t
ities due to
prepayment, refin
f ancing, or other fact
f
ors.
Due Under 1 Year
Due 1 - 5 Years
Due 5 - 15 Years
Due Over 15
Years
Total
(in millions)
Warehouse lending
Variable rate
$
3,546
$
4,401
$
—
$
—
$
7,947
Fixed rate
—
260
—
—
260
Municipal & nonprofit
f
Variable rate
28
43
333
2
406
Fixed rate
146
75
699
294
1,214
Tech & innovation
Variable rate
353
2,866
33
—
3,252
Fixed rate
—
131
—
—
131
Equity fund resources
Variable rate
774
12
9
—
795
Fixed rate
89
—
—
—
89
Other commercial and industrial
Variable rate
1,331
4,818
1,563
31
7,743
Fixed rate
225
884
323
—
1,432
CRE - owner occupi
u ed
Variable rate
140
360
337
72
909
Fixed rate
108
307
316
35
766
Hotel fra
f nchise finance
Variable rate
356
2,807
20
—
3,183
Fixed rate
116
516
—
—
632
Other CRE - non-owner occupi
u ed
Variable rate
1,791
2,734
342
25
4,892
Fixed rate
375
896
179
—
1,450
Residential
Variable rate
6
27
2
952
987
Fixed rate
3
2
40
11,929
11,974
Residential - EBO
Variable rate
—
—
—
—
—
Fixed rate
—
—
1
971
972
Construc
r
tion and land development
Variable rate
1,578
2,677
45
2
4,302
Fixed rate
23
131
12
—
166
Other
Variable rate
94
33
14
2
143
Fixed rate
10
6
15
—
31
Total
$
11,092
$
23,986
$
4,283
$
14,315
$
53,676
At December 31, 2024, total loans consisted of 64.4% with variable rates and 35.6% with fixed rates, compared to 58.3% with
variable rates and 41.7% with fixed rates at December 31, 2023. As of 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%. At December 31,
2023, approximately $22.3 billion, or 76.2%, of total variable rate loans were subject to rate floors with a weighted average
interest rate of 4.6%.
49

Concentrations of Lending Activities
The Company monitors concentrations of lending activities at the product and borrower relationship level. As of December 31,
2024 and 2023, no borrower relationships at both the commitment and funde
f
d loan level exceeded 5% of total loans HFI.
Commercial and industrial loans made up 43% and 38% of the Company's HFI loan portfol
f io as of December 31, 2024 and
2023, respectively.
In addition, the Company's loan portfol
f io includes significant credit exposure to the CRE market as CRE related loans
accounted for approxi
a
mately 30% and 33% of total loans at December 31, 2024 and 2023 respectively. Non-owner occupi
u ed
CRE loans are CRE loans for
f
which the primary source of repayment is rental income generated from the collateral property.
Owner occupi
u ed CRE loans are loans secured by owner occupi
u ed non-farm nonresidential properties for
f
which the primary
source of repayment (more than 50%) is the cash flo
f w fro
f
m the ongoing operations and activities conducted by the borrower
who owns the property. These CRE loans are secured by multi-family residential properties, profes
f
sional offices, industrial
facilities, retail centers, hotels, and other commercial properties.
The fol
f lowing tabl
a es present the composition by property type and weighted average LTV of the Company’s CRE non-owner
occupi
u ed loans:
December 31, 2024
Amount
Percent of CRE-
Non OO
Percent of Total
HFI Loans
Weighted Average
LTV (1)
(dol
d lars in millions)
Hotel
$
4,167
42.3 %
7.8 %
46.7 %
Offi
f ce
2,337
23.7
4.4
69.0
Retail
783
7.9
1.4
55.7
Multifam
f
ily
632
6.4
1.2
40.7
Industrial
580
5.9
1.1
38.9
Time share
467
4.7
0.9
33.6
Medical
145
1.5
0.3
61.5
Senior care
142
1.4
0.2
41.2
Other
615
6.2
1.1
50.2
Total CRE - non-owner occupi
u ed
$
9,868
100.0 %
18.4 %
51.6 %
December 31, 2023
Amount
Percent of CRE-
Non OO
Percent of Total
HFI Loans
Weighted Average
LTV (1)
(dol
d lars in millions)
Hotel
$
4,235
43.9 %
8.4 %
48.1 %
Offi
f ce
2,358
24.4
4.7
58.8
Retail
753
7.8
1.5
61.0
Multifam
f
ily
566
5.9
1.1
49.7
Industrial
565
5.8
1.1
50.4
Time share
378
3.9
0.8
34.9
Senior care
160
1.7
0.3
41.8
Medical
124
1.3
0.2
51.2
Other
511
5.3
1.0
43.4
Total CRE - non-owner occupi
u ed
$
9,650
100.0 %
19.2 %
51.1 %
(1)
The weighted average LTVs in the above tabl
a e are based on the most recent availabl
a e infor
f
mation, if current appraisals are not available
a
.
The fol
f lowing tabl
a e presents the Company’s CRE non-owner occupi
u ed loans by origination year as of December 31, 2024:
Origination Year
2024
2023
2022
2021
2020
Prior
Total
(in millions)
CRE - non-owner occupi
u ed
$
948
$
961
$
3,470
$
1,727
$
583
$
2,179
$
9,868
50

The fol
f lowing tabl
a e presents the scheduled maturities of the Company’s CRE non-owner occupi
u ed loans as of December 31,
2024:
(in millions)
2025
2,551
2026
2,503
2027
2,431
2028
970
2029
795
Thereafte
f r
618
Total
$
9,868
Approximately $2.3 billion, or 4.4%, of total loans HFI consisted of CRE non-owner occupied offi
f ce loans as of December 31,
2024, compared to 2.4 billion, or 4.7%, as of December 31, 2023. Of the non-owner occupied offi
f ce loan balance as of
December 31, 2024, $1.1 billion is schedul
d ed to mature in 2025. These offic
f e loans primarily consist of shorter-term bridge
loans that enable borrowers to reposition or redevelop projects with more modern standards attractive to in-offi
f ce employers in
today’s environment, including enhanced on-site amenities. The vast majority of these proje
o cts are located in suburban
u
locations in the Company's core footpr
f
int states (Arizona, Californi
f
a, and Nevada), with central business district and midtown
exposure totaling less than 1% and 11% of offi
f ce loans as of December 31, 2024, respectively.
The office loan portfolio largely consists of value-add loans that require significant up-
u
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 struc
r
tures of these loans do not carry junior liens or mezzanine
debt, which enables maximum fle
f xibility when working with clients and sponsors. In addition to adhering to conservative
underwriting standards, asset-specific credit risk is mitigated through continued sponsor suppor
u
t of proje
o cts 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, 2024 and 2023, 16% of the Company's CRE loans, excluding construc
r
tion and land loans, were owner
occupi
u ed, with substantially all of these loans secured by fir
f st liens and had an initial loan-to-value ratio of generally not more
than 75%.
Non-pe
-
rfor
f
ming Assets
Total non-performing loans increased by $194 million at December 31, 2024 to $604 million from $410 million at December
31, 2023.
December 31,
2024
2023
(dol
d lars in millions)
Total nonaccrua
r
l loans (1)
$
476
$
273
Loans past due 90
d
days or more on accrua
r
l status (2)
—
42
Accruing
r
restructur
t
ed loans
$
128
95
Total nonperforming loans
604
410
Other assets acquired through foreclosure, net
$
52
$
8
Nonaccrua
r
l loans to funded loans HFI
0.89 %
0.54 %
Loans past due 90 days or
d
more on accrua
r
l status to funde
f
d loans HFI (2)
—
0.08
(1)
Includes loan modifications to borrowers experiencing financial diffi
f culty of $169 million and $111 million at December 31, 2024 and 2023,
respectively.
(2)
Excludes government guaranteed residential mortgage loans of $326 million and $399 million at December 31, 2024 and 2023, respectively.
Interest income that would have been recorded under the original terms of nonaccrua
r
l loans was $24.5 million, $12.3 million,
and $4.7 million for the years ended December 31, 2024, 2023, and 2022, respectively.
51

The composition of nonaccrua
r
l loans HFI by loan portfol
f io segment were as fol
f lows:
December 31, 2024
Nonaccrual
Balance
Percent of
Nonaccrual
Balance
Percent of
Total Loans HFI
(dol
d lars in millions)
Municipal & nonprofit
f
$
5
1.0 %
0.01 %
Tech & innovation
60
12.6
0.11
Equity fund resources
1
0.2
0.00
Other commercial and industrial
17
3.6
0.03
CRE - owner occupi
u ed
5
1.0
0.01
Other CRE - non-owner occupi
u ed
243
51.1
0.45
Residential
88
18.5
0.17
Construc
r
tion and land development
56
11.8
0.11
Other
1
0.2
0.00
Total non-accrua
r
l loans
$
476
100.0 %
0.89 %
December 31, 2023
Nonaccrual
r
Balance
Percent of
Nonaccrual
r
Balance
Percent of
Total Loans HFI
(dol
d lars in millions)
Municipal & nonprofit
f
$
6
2.2 %
0.01 %
Tech & innovation
33
12.1
0.06
Other commercial and industrial
53
19.4
0.11
CRE - owner occupi
u ed
9
3.3
0.02
Other CRE - non-owner occupi
u ed
83
30.4
0.16
Residential
70
25.6
0.14
Construc
r
tion and land development
19
7.0
0.04
Total non-accrua
r
l loans
$
273
100.0 %
0.54 %
Restructurings for Borrowers Expe
x
riencing Financial Diffi
f culty
The fol
f lowing tabl
a es present the amortized cost of loans HFI that were modified during the period by loan portfol
f io segment:
Amortized Cost Basis at December 31, 2024
Payment Delay
and Term
Extension
Term
Extension
Interest Rate
Reduction
Payment Delay
Total
% of Total
Class of
Financing
Receivable
Year Ended
(dol
d lars in millions)
Tech & innovation
$
—
$
5
$
1
$
41
$
47
1.4 %
Other commercial and industrial
—
7
—
86
93
1.0
Other CRE - non-owner occupi
u ed
—
46
—
111
157
2.5
Total
$
—
$
58
$
1
$
238
$
297
0.6 %
Amortized Cost Basis at December 31, 2023
Payment Delay
and Term
Extension
Term Extension
Interest Rate
Reduction
Payment Delay
Total
% of Total Class
of Financing
Receivable
Year Ended
(dol
d lars in millions)
Tech & innovation
$
1
$
6
$
—
$
8
$
15
0.5 %
Other commercial and industrial
—
23
—
8
31
0.4
CRE - owner occupi
u ed
—
3
—
—
3
0.2
Hotel fra
f nchise finance
—
37
—
—
37
1.0
Other CRE - non-owner occupi
u ed
—
119
—
—
119
2.0
Residential
—
—
—
1
1
0.0
Total
$
1
$
188
$
—
$
17
$
206
0.4 %
52

The performance of these modified loans is monitored for
f
12 months following the modification. As of December 31, 2024,
modified loans of $128 million were current with contractua
t
l payments and $169 million were on nonaccrua
r
l status. As of
December 31, 2023, modified loans of $95 million were current with contractua
t
l payments and $111 million were on
nonaccrual status.
t
In the normal course of business, the Company also modifies EBO loans, which are delinquent FHA, VA, or USDA insured or
guaranteed loans repurchased under the terms of the GNMA MBS program and can be repooled or resold when loans are
brought current either through the borrower's reperformance or completion of a loan modification. During the years ended
December 31, 2024 and 2023, the Company completed modifications of EBO loans with an amortized cost of $366 million and
$225 million, respectively. These modifications were largely payment delays and term extensions. Certain of these loans were
repooled or resold afte
f r modification and are no longer included in the pool of loan modifications being monitored for fut
f
ure
t
performance. As of December 31, 2024, modified EBO loans consisted of $29 million in loans that were current to 89 days
delinquent and $11 million in loans 90 days or more delinquent. As of December 31, 2023, modified EBO loans consisted of
$26 million in loans that were current to 89 days delinquent and $12 million in loans 90 days or more delinquent.
Allo
l wance for
f
Credit
d
Losses on Loans HFI
H
The ACL consists of an ACL on loans and on unfunded loan commitments. The ACL on AFS and HTM securities is estimated
separately from loans and is discussed within the Investment Securities section.
The fol
f lowing tabl
a e summarizes the allocation of the ACL on loans HFI by loan portfol
f io segment:
December 31, 2024
December 31, 2023
Allowance for
f
credit losses
Percent of total
allowance for
f
credit losses
Percent of loan
type to total
loans HFI
Allowance for
f
credit losses
Percent of total
allowance for
f
credit losses
Percent of loan
type to total
loans HFI
(dol
d lars in millions)
Warehouse lending
$
6.4
1.7 %
15.3 % $
5.8
1.7 %
13.2 %
Municipal & nonprofit
f
14.7
3.9
3.0
14.7
4.4
3.1
Tech & innovation
55.9
15.0
6.3
42.1
12.5
5.6
Equity fund resources
1.6
0.4
1.7
1.3
0.4
1.7
Other commercial and industrial
77.8
20.8
17.1
81.4
24.2
14.8
CRE - owner occupi
u ed
3.4
0.9
3.1
6.0
1.8
3.3
Hotel fra
f nchise finance
35.3
9.4
7.1
33.4
9.9
7.6
Other CRE - non-owner occupi
u ed
134.4
36.0
11.8
96.0
28.5
11.9
Residential
19.7
5.3
24.1
23.1
6.9
26.4
Residential - EBO
—
—
1.8
—
—
2.4
Construc
r
tion and land development
21.3
5.7
8.4
30.4
9.0
9.6
Other
3.3
0.9
0.3
2.5
0.7
0.4
Total
$
373.8
100.0 %
100.0 % $
336.7
100.0 %
100.0 %
During the years ended December 31, 2024 and 2023, net loan charge-offs
f
to average loans outstanding were 0.18% and 0.06%,
respectively.
In addition to the ACL on funde
f
d loans HFI, the Company maintains a separate ACL related to off-b
f
alance sheet credit
exposures, including unfunded loan commitments. This allowance balance totaled $39.5 million and $31.6 million at December
31, 2024 and 2023, respectively, and is included in Other liabilities on the Consolidated Balance Sheet. The increase in the
ACL related to off-b
f
alance sheet credit exposures is due to higher unfunded loan commitments at December 31, 2024 compared
to December 31, 2023.
53

Problem Loans
The Company classifies loans consistent with federal banking regulations using a nine category g
r
rading system. These loan
grades are described in further detail in "Item 1. Business” of this Form 10-K. The fol
f lowing tabl
a e presents information
regarding potential and actual problem loans, consisting of loans graded as Special Mention, Subs
u
tandard, Doubtful, and Loss,
but which are still performing:
December 31, 2024
Number of Loans
Problem Loan
Balance
Percent of
Problem Loan
Balance
Percent of Total
Loans HFI
(dol
d lars in millions)
Municipal & nonprofit
f
2
$
18
3.7 %
0.03 %
Other commercial and industrial
89
121
24.8
0.23
CRE - owner occupi
u ed
9
7
1.4
0.01
Hotel fra
f nchise finance
8
112
22.9
0.21
Other CRE - non-owner occupi
u ed
9
136
27.8
0.25
Residential
169
92
18.8
0.17
Other
33
3
0.6
0.01
Total
319
$
489
100.0 %
0.91 %
December 31, 2023
Number of Loans
Problem Loan
Balance
Percent of Problem
Loan Balance
Percent of Total
Loans HFI
(dol
d lars in millions)
Warehouse lending
1
$
26
3.6 %
0.05 %
Municipal & nonprofit
f
2
18
2.5
0.04
Tech & innovation
14
49
6.8
0.10
Other commercial and industrial
50
95
13.2
0.19
CRE - owner occupi
u ed
9
3
0.4
0.01
Hotel fra
f nchise finance
9
203
28.3
0.40
Other CRE - non-owner occupi
u ed
15
251
35.0
0.50
Residential
143
72
10.0
0.14
Construc
r
tion and land development
1
1
0.1
0.00
Other
20
1
0.1
0.00
Total
264
$
719
100.0 %
1.43 %
Mortgage
t
Servicing Rights
g
The fai
f r value of the Company's MSRs related to residential mortgage loans totaled $1.1 billion as of December 31, 2024 and
2023.
The fol
f lowing is a summary of the UPB of loans underlying the Company's MSR portfol
f io by type:
December 31,
2024
2023
(in millions)
FNMA and FHLMC
$
42,908
$
46,840
GNMA
14,980
19,848
Non-agency
3,201
1,959
Total unpaid principal balance of loans
$
61,089
$
68,647
Othe
t
r Assets Acquired through F
g
or
F
eclos
l
ure
Other assets acquired through foreclosure consist primarily of properties acquired as a result of, o
f
r in-lieu-of, f
f
or
f
eclosure and at
December 31, 2024 and 2023, totaled $52 million and $8 million, respectively, net of a valuation allowance of $5 million and
$4 million, respectively. The increase in other assets acquired through foreclosure compared to 2023 was due
d
to the Company
taking possession of an offi
f ce property.
The majority of the repossessed asset balance at December 31, 2024 related to a single office property. The Company held five
properties at December 31, 2024 and 2023.
54

Goodwill and Other Intangible Assets
Goodwill represents the excess consideration paid for ne
f
t assets acquired in a business combination over their fair value.
Goodwill and other intangible assets acquired in a business combination that are determined to have an indefinite useful
f
life are
not subj
u ect to amortization, but are subsequently evaluated for
f
impairment at least annually. The Company has goodwill and
intangible assets totaling $659 million and $669 million as of December 31, 2024 and 2023, respectively.
The Company performs its annual goodwill and intangibles impairment tests as of October 1 each year, or more often if events
or circumstances indicate the carrying value may not be recoverabl
a e. During the year ended December 31, 2024, there were no
events or circumstances that indicated an interim impairment test of goodwill or other intangible assets was necessary. During
the year ended December 31, 2023, due
d
to the industry d
r
isrupt
u ion fro
f
m the bank failures in early 2023, the Company performed
an interim Step 0 goodwill impairment assessment as of each interim quarter end date, and it was determined that it was more
likely than not the fai
f r value of the Company and its reporting units exceeded their respective carrying values.
For the Company's annual goodwill impairment test as of October 1, 2024 and 2023, the Company elected to perform a Step 1
goodwill impairment test for
f
all reporting units. Based on the analyses performed, the Company determined the fai
f r value of the
Company and its reporting units exceeded their respective carrying values and therefor
f
e, no goodwill impairment was recorded
during the years ended December 31, 2024 and 2023.
The fol
f lowing is a summary of acquired intangible assets:
December 31, 2024
December 31, 2023
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
(in millions)
Subj
u ect to amortization
Core deposits
$
14
$
13
$
1
$
14
$
12
$
2
Correspondent customer relationships
76
14
62
76
10
66
Customer relationships
18
9
9
18
6
12
Developed technology
4
2
2
4
2
2
Operating licenses
56
6
50
56
4
52
Trade names
10
2
8
10
2
8
$
178
$
46
$
132
$
178
$
36
$
142
Defe
e rred Tax
T
Assets
As of December 31, 2024, the net DTA balance totaled $281 million, a decrease fro
f
m $287 million as of December 31, 2023.
The Company had no defer
f red tax valuation allowance as of December 31, 2024 and 2023.
Bank Owned Life I
f
nsur
I
ance
The carrying value of BOLI totaled $1.0 billion as of December 31, 2024, an increase of $825 million fro
f
m $186 million as of
December 31, 2023. BOLI is used as a tax effi
f cient method to help offs
f et employee benefit
f
costs. The increase in BOLI from
f
December 31, 2023 is attributable to the purchase of a new BOLI policy dur
d
ing the year. The earnings from the new BOLI
policy are linked to the performance of a pool of highly rated (AA or better) CLO securities, secured by a stable value wrap t
a
hat
provides a level of stabi
a lity to the investment performance of the underlying CLO portfol
f io.
Depos
e
its
Deposits are the primary s
r
ource for funding
f
the Company's asset growth. Total deposits increased to $66.3 billion at December
31, 2024 from $55.3 billion at December 31, 2023, an increase of $11.0 billion, or 19.9%. By deposit type, the increase in
deposits is attributable to increases in savings and money market accounts of $6.4 billion and non-interest-bearing demand
deposits of $4.3 billion.
WAB is a participant in the IntraFi Network, a network that offers deposit placement services such as CDARS and ICS, which
offe
f r products that qualify large deposits for FDIC insurance. At December 31, 2024, the Company had $14.0 billion of these
reciprocal deposits, compared to $13.3 billion at December 31, 2023. At December 31, 2024 and 2023, the Company also had
wholesale brokered deposits of $6.9 billion and $6.6 billion, respectively.
In addition, deposits for
f
which the Company provides account holders with earnings credits or referral fees
f
totaled $20.7 billion
and $17.8 billion at December 31, 2024 and 2023, respectively. Costs related to these deposits are primarily reported as Deposit
55

costs in non-interest expense. Deposit costs included $668.7 million and $422.5 million in deposit related costs on these
deposits during the years ended December 31, 2024 and 2023, respectively. The increase in these costs fro
f
m the prior year is
due to an increase in earnings credit rates as well as an increase in average deposit balances eligible for earnings credits or
referral fees.
f
The average balances and weighted average rates paid on deposits are presented below:
Year Ended December 31,
2024
2023
2022
Average
Balance
Rate
Average
Balance
Rate
Average
Balance
Rate
(dol
d lars in millions)
Interest bearing demand accounts
$
16,155
2.98 %
$
12,422
2.83 %
$
8,331
0.95 %
Savings and money market accounts
17,462
3.49
14,903
2.87
18,518
0.86
Certificates of deposit
10,085
5.05
7,945
4.56
2,772
1.40
Total interest bearing deposits
43,702
3.66
35,270
3.24
29,621
0.93
Non-interest bearing deposits
22,017
—
18,293
—
24,133
—
Total deposits
$
65,719
2.43 %
$
53,563
2.13 %
$
53,754
0.51 %
At December 31, 2024 and 2023, the Company had total uninsured deposits of $17.6 billion and $15.2 billion, respectively.
Total U.S. time deposits in excess of the FDIC insurance limit were $1.2 billion and $1.0 billion at December 31, 2024 and
2023, respectively.
Uninsured deposit information is estimated using the same methodologies utilized for regulatory r
r
eporting, where appl
a
icable.
Specific to uninsured time deposits, the Company made certain assumptions to estimate uninsured amounts by matur
t
ity. At the
account level, deposit insurance was assumed to appl
a
y fir
f st to non-time deposits, then any remaining insurance amounts were
applied to matur
t
ity groupings on a pro-rata basis, based on the depositor's total amount of time deposits.
The table below discloses the remaining maturity for estimated uninsured time deposits as of December 31, 2024:
(in millions)
3 months or less
$
619
3 to 6 months
517
6 to 12 months
427
Over 12 months
16
Total
$
1,579
Othe
t
r Borrowings
i
Short-Term Borrowings
The Company utilizes short-term borrowed funds
f
to suppor
u
t short-term liquidity needs. The majority of these short-term
borrowed funds
f
consist of advances from the FHLB, repurchase agreements, and federal funds pur
f
chased from correspondent
banks or the FHLB. The Company’s borrowing capa
a
city with the FHLB is determined based on collateral pledged, generally
consisting of securities and loans. In addition, the Company has repurchase faci
f
lities, collateralized by securities or loans sold
under agreements to repurchase, which are reflected at the amount of cash received in connection with the transaction, and may
require additional collateral based on the fai
f r value of the underlying assets. Total short-term borrowings decreased by $3.6
billion to $3.2 billion at December 31, 2024 from $6.8 billion at December 31, 2023. The decrease was driven by decreases in
short-term FHLB advances of $3.1 billion, repurchase agreements of $368 million, and federal funds pur
f
chased of $175
million.
Long-Term Borrowings
The Company's long-term borrowings consist of long-term FHLB borrowings and credit linked notes, inclusive of issuance
costs. At December 31, 2024, the carrying value of long-term borrowings totaled $2.4 billion, compared to $446 million at
December 31, 2023. The increase in long-term borrowings of $2.0 billion was driven by long-term FHLB advances entered into
during 2024.
56

Qualif
l yi
f ng
i
Debt
Qualifying debt
f
consists of subor
u
dinated debt and junior subordina
u
ted debt, inclusive of issuance costs and fair market value
adju
d stments. At December 31, 2024, the carrying value of qualifying debt
f
was $899 million, compared to $895 million at
December 31, 2023.
Capi
a ta
i l Resources
The Company and the Bank are subject to various regulatory c
r
apital requirements administered by the federal banking agencies.
Failure to meet minimum capital requirements could trigger certain mandatory or discretionary actions that, if undertaken,
could have a direct material effect on the Company’s business and financial statements. Under capital adequacy guidelines and
the regulatory f
r
ra
f mework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that
involve quantitative measures of their assets, liabi
a lities, and certain off-b
f
alance sheet items (discussed in "Note 18.
Commitments and Contingencies" in Item 8 of this Form 10-K) as calculated under regulatory a
r
ccounting practices. The capi
a tal
amounts and classification are also subj
u ect to qualitative judgments by the regulators about
a
components, risk weightings, and
other fact
f
ors.
As permitted by the regulatory c
r
apital rul
r es, the Company elected the CECL transition option that delayed the estimated impact
on regulatory c
r
apital resulting fro
f
m the adoption of CECL over a five-year transition period ending December 31, 2024.
Accordingly, capital ratios and amounts in 2024 include a 25% capital benefit th
f
at resulted fro
f
m the increased ACL related to
the adoption of ASC 326, compared to a 50% capital benefit for
f
2023.
As of December 31, 2024 and 2023, the Company and the Bank exceeded the capital levels necessary to be classified as well-
capi
a talized, as defin
f ed by the various banking agencies. The actua
t
l capital amounts and ratios for
f
the Company and the Bank
are presented in the fol
f lowing tabl
a es:
Total
Capital
Tier 1
Capital
Risk-
Weighted
Assets
Tangible
Average
Assets
Total
Capital
Ratio
Tier 1
Capital
Ratio
Tier 1
Leverage
Ratio
Common
Equity
Tier 1
(dol
d lars in millions)
December 31, 2024
WAL
$
7,922
$
6,687
$
56,019
$
82,691
14.1 %
11.9 %
8.1 %
11.3 %
WAB
7,444
6,803
55,983
82,562
13.3
12.2
8.2
12.2
Well-capitalized ratios
10.0
8.0
5.0
6.5
Minimum capital ratios
8.0
6.0
4.0
4.5
December 31, 2023
WAL
$
7,201
$
6,035
$
52,517
$
70,295
13.7 %
11.5 %
8.6 %
10.8 %
WAB
6,802
6,229
52,508
70,347
13.0
11.9
8.9
11.9
Well-capitalized ratios
10.0
8.0
5.0
6.5
Minimum capital ratios
8.0
6.0
4.0
4.5
The Company and the Bank are also subject to liquidity and other regulatory r
r
equirements as administered by the federal
banking agencies. These agencies have broad powers and at their discretion, could limit or prohibit the Company's payment of
dividends, payment of certain debt service and issuance of capi
a tal stock and debt as they deem appropriate and as such, actions
by the agencies could have a direct material effe
f ct on the Company’s business and financial statements.
The Company is also required to maintain specified levels of capi
a tal to remain in good standing with certain federal government
agencies, including FNMA, FHLMC, GNMA, and HUD. These capital requirements are generally tied to the unpaid balances
of loans included in the Company's servicing portfol
f io or loan production volume. Noncompliance with these capital
requirements can result in various remedial actions up to, and including, removing the Company's abi
a lity to sell loans to and
service loans on behalf of the respective agency. The Company believes it is in compliance with these requirements as of
December 31, 2024.
57

Critical Accounting Estimates
The Notes to the Consolidated Financial Statements contain a discussion of the Company's significant accounting policies,
including information regarding recently issued accounting pronouncements, adoption of such policies, and the related impact
of their adoption. The Company believes certain of these policies, along with various estimates it is required to make in
recording its financial transactions, are important to have a complete understanding of the Company's fin
f ancial position. In
addition, these estimates require management to make complex and subj
u ective judgments, many of which include matters with
a high degree of uncertainty. The following is a summary of these critical accounting policies and significant estimates.
Allo
l wance for
f
credit
d
losses
The ACL guidance requires an organization to measure all expected credit losses for
f
financial assets held at the reporting date,
including off-b
f
alance sheet credit exposures, based on historical experience, current conditions, and reasonable and suppor
u
table
a
forecasts. Determining the appropriateness of the allowance is complex and requires judgment by management about
a
the effect
of matters that are inherently uncertain. In future periods, evaluations of the overall loan portfol
f io, in light of the fact
f
ors and
forecasts then prevailing, may result in significant changes in the ACL and credit loss expense in those future pe
f
riods. The
allowance level is influenced by loan volumes and mix, average remaining matur
t
ities, loan performance metrics, asset quality
characteristics, delinquency status, historical credit loss experience, and other conditions influencing loss expectations, such as
reasonable and suppor
u
tabl
a e for
f
ecasts of economic conditions. During the year ended December 31, 2024, the allowance level
was most impacted by the level of net charge-offs and CRE market conditions, which resulted in recognition of a provision for
f
credit losses of $145.9 million. Changes to the assumptions in the model in futur
f
e periods could have a material impact on the
Company's Consolidated Financial Statements. See "Note 1. Summary of Significant Accounting Policies" in Item 8 of this
Form 10-K for
f
a detailed discussion of the Company's methodologies for estimating expected credit losses.
Fair value of f
o
in
f
ancial instru
t
ments
The Company uses fair value measurements to recognize certain financial instrum
r
ents at fair value. The Company holds
financial instrum
r
ents that are recorded at fair value and require management to make significant judgments in estimating the
fair value of these financial instrum
r
ents. The degree of management judgment involved in determining the fair value of a
financial instrum
r
ent is dependent upon the availabi
a lity of quoted market prices or observable market inputs. For fin
f ancial
instruments that are actively traded and have quoted market prices or observable market inputs, there is minimal subjectivity
involved in measuring fai
f r value. However, when quoted market prices or observable market inputs are not fully availabl
a e,
significant management judgment may be necessary to estimate the fai
f r value of these fin
f ancial instruments. The fai
f r value of
MSRs is determined using a discounted cash flo
f w model based on certain unobservable inputs. Assumptions used to value the
Company’s MSRs represent management’s best estimate of assumptions market participants would use to value this asset and
may require significant judgment. The primary risk of material changes to the value of the MSRs resides in the potential
volatility and judgment in the assumptions used, specifically prepayment speeds and option adjusted spreads. Hypothetical
changes in the value of MSRs based on assumed immediate changes in certain inputs are disclosed in “Note 5. Mortgage
Servicing Rights” in Item 8 of this Form 10-K.
Income taxes
a
The Company’s income tax expense, deferred tax assets and liabi
a lities, and liabi
a lities for unr
f
ecognized tax benefits
f
reflect
management’s best estimate of current and futur
f
e taxes to be paid. The Company is subject to federal and state income taxes in
the United States. Significant judgments and estimates are required in the determination of the consolidated income tax
expense.
Deferred income taxes arise fro
f
m temporary d
r
iffere
f
nces between the tax basis of assets and liabi
a lities and their reported
amounts in the financial statements, which will result in taxable or deduc
d
tible amounts in the future. In evaluating the
Company's abi
a lity to recover its DTAs in the jurisdictions from which they arise, all availabl
a e positive and negative evidence is
considered, including scheduled reversals of defer
f red tax liabilities, tax planning strategies, proje
o cted future taxable income,
and recent operating results. The assumptions about future taxable income require the use of significant judgment and are
consistent with the plans and estimates used to manage the underlying business.
58

Liquidity
Liquidity is the ongoing ability to accommodate liability maturities and deposit withdrawals, fund asset growth and business
operations, and meet contractua
t
l obligations through unconstrained access to funding
f
at reasonable market rates. Liquidity
management involves for
f
ecasting funding
f
requirements and maintaining suffi
f cient capacity to meet the needs and accommodate
fluctuations in asset and liabi
a lity levels due to changes in the Company's business operations or unanticipated events.
The abi
a lity to have readily availabl
a e funds
f
sufficient to repay fully maturing liabi
a lities is of primary importance to depositors,
creditors, and regulators. The Company's liquidity, represented by cash and amounts due
d
from banks, loans HFS, and non-
pledged marketabl
a e securities, is a result of the Company's operating, investing, and fin
f ancing activities and related cash flo
f ws.
The Company actively monitors and manages liquidity, and no less than quarterly will estimate probable liquidity needs on a
12-month horizon. Liquidity needs can also be met through short-term borrowings or the disposition of short-term assets.
The Company has borrowing capa
a
city with the FHLB and FRB fro
f
m pledged loans and securities and warehouse borrowing
lines of credit. The borrowing capa
a
city, outstanding borrowings, and availabl
a e credit as of December 31, 2024 are presented in
the fol
f lowing tabl
a e:
(in millions)
FHLB:
Borrowing capacity
$
14,542
Outstanding borrowings
5,100
Letters of credit
718
Total availabl
a e credit
$
8,724
FRB:
Borrowing capacity
$
12,375
Outstanding borrowings
—
Total availabl
a e credit
$
12,375
Warehouse borrowings:
Borrowing capacity
$
2,250
Outstanding borrowings
—
Total availabl
a e credit
$
2,250
In addition to the funding sources above, the Company may utilize securities repurchase agreements and unsecured federal
funds lines to meet its liquidity requirements. The fol
f lowing tabl
a e presents the outstanding balance on the Company's unsecured
federal funds
f
lines of credit as of December 31, 2024:
Outstanding
Balance
(in millions)
Unsecured fed
f
funds credit lines at correspondent banks
$
—
The Company also plans for pot
f
ential funding ne
f
eds related to operating expenses, which in some cases involve contracts that
contain penalties for
f
early termination. Further, the Company has entered into certain letters of credit or other commitments to
extend credit to customers of the Bank.
The fol
f lowing tabl
a e sets for
f
th the Company's significant contractua
t
l obligations as of December 31, 2024:
Payments Due by Period
Total
Less Than 1 Year
1-3 Years
3-5 Years
Afte
f r 5 Years
(in millions)
Time deposit maturities
$
10,409
$
9,861
$
545
$
3
$
—
Qualifying debt
f
907
—
—
—
907
Other borrowings
5,585
3,178
2,051
47
309
Operating lease obligations
175
32
58
52
33
Total
$
17,076
$
13,071
$
2,654
$
102
$
1,249
59

Off-b
f
alance sheet commitments associated with outstanding letters of credit, commitments to extend credit, and credit card
guarantees as of December 31, 2024 are summarized below. Since commitments associated with letters of credit and
commitments to extend credit may expire unused, the amounts shown do not necessarily reflect the actua
t
l futur
f
e cash funding
f
requirements.
Amount of Commitment Expiration per Period
Total Amounts
Committed
Less Than 1
Year
1-3 Years
3-5 Years
Afte
f r 5 Years
(in millions)
Commitments to extend credit
$
13,546
$
3,298
$
5,465
$
2,279
$
2,504
Credit card commitments and financial guarantees
585
585
—
—
—
Letters of credit
437
179
29
137
92
Total
$
14,568
$
4,062
$
5,494
$
2,416
$
2,596
The fol
f lowing tabl
a e sets for
f
th certain infor
f
mation regarding short-term borrowings:
December 31,
2024
2023
2022
(dol
d lars in millions)
Repurchase Agreements:
Maximum month-end balance
$
205
$
2,614
$
523
Balance at end of year
14
6
27
Average balance
15
1,076
76
Federal Funds Purchased
Maximum month-end balance
210
745
1,860
Balance at end of year
—
175
640
Average balance
17
127
568
FHLB Advances:
Maximum month-end balance
6,300
11,000
6,000
Balance at end of year
3,100
6,200
4,300
Average balance
3,375
3,732
2,526
FRB Advances:
Maximum month-end balance
—
1,300
—
Balance at end of year
—
—
—
Average balance
—
1,962
—
Warehouse borrowings:
Maximum month-end balance
416
2,101
160
Balance at end of year
—
376
—
Average balance
372
855
201
Total Short-Term Borrowed Funds
$
3,114
$
6,757
$
4,967
Weighted average interest rate at end of year
4.75 %
5.72 %
4.64 %
Weighted average interest rate dur
d
ing year
5.60
5.58
2.28
The Company has also committed to irrevocably and unconditionally guarantee the payments or distributions with respect to
the holders of preferred securities of the Company's eight statutor
t
y b
r
usiness trusts to the extent the trusts have not made such
payments or distributions, including: 1) accrue
r
d and unpaid distributions; 2) the redemption price; and 3) upon
u
a dissolution or
termination of the trus
r
t, the lesser of the liquidation amount and all accrue
r
d and unpaid distributions and the amount of assets of
the trust remaining available for distribution. The Company does not believe these off-balance sheet arrangements have or are
reasonably likely to have a material effe
f ct on its financial condition, changes in fin
f ancial condition, revenues or expenses,
results of operations, liquidity, capital expenditures, or capi
a tal resources. However, there can be no assurance such
arrangements will not have a futur
f
e effect.
The Company has a formal liquidity policy and, in the opinion of management, its liquid assets are considered adequate to meet
financial obligations and support client activity during normal and stressed operating conditions. At December 31, 2024, the
Company held $15.9 billion in liquid assets, comprised of $3.3 billion in cash on deposit at the FRB and $12.6 billion in liquid
securities not currently used as collateral for bor
f
rowings or other purposes.
The Parent maintains liquidity that would be suffi
f cient to fund
f
its operations and certain non-bank affi
f liate operations for an
extended period should funding from normal sources be disrupt
u ed. In the Company's analysis of Parent liquidity, it is assumed
60

the Parent is unable to generate funds
f
from additional debt or equity issuances, receives no dividend income fro
f
m subsidiaries
and does not pay dividends to stockholders, while continuing to make non-discretionary payments needed to maintain
operations and repayment of contractua
t
l principal and interest payments owed by the Parent and affiliated companies. Under
this scenario, the amount of time the Parent and its non-bank subs
u
idiary can operate and meet all obligations before the current
liquid assets are exhausted is considered as part of the Parent liquidity analysis. Management believes the Parent maintains
adequate liquidity capa
a
city to operate without additional funding
f
from new sources for over twelve months.
WAB maintains sufficient funding
f
capacity to address large increases in funding requirements, such as deposit outflows. This
capacity is comprised of liquidity derived fro
f
m a reduction in asset levels and various secured funding
f
sources. On a long-term
basis, the Company’s liquidity will be met by changing the relative distribution of its asset portfol
f ios (for example, by reduc
d
ing
investment or loan volumes, or selling or encumbering assets). Further, the Company can increase liquidity by soliciting higher
levels of deposit accounts through promotional activities and/or borrowing from correspondent banks, the FHLB of San
Francisco, and the FRB. At December 31, 2024, the Company's long-term liquidity needs primarily relate to funds required to
suppor
u
t loan originations, commitments, and deposit withdrawals, which can be met by cash flo
f ws from investment payments
and matur
t
ities, and investment sales, if necessary.
The Company’s liquidity is comprised of three primary classifications: 1) cash flo
f ws used in operating activities; 2) cash flows
used in investing activities; and 3) cash flo
f ws provided by fin
f ancing activities. Net cash provided by or used in operating
activities consists primarily of net income, adju
d sted for changes in certain other asset and liabi
a lity accounts and certain non-cash
income and expense items, such as the provision for credit losses, investment and other amortization and depreciation. For the
years ended December 31, 2024, 2023, and 2022, net cash (used in) provided by operating activities totaled $(2.7) billion,
$(329) million, and $2.2 billion, respectively. The change in operating activities in 2024 was primarily driven by increased
AmeriHome mortgage activity.
The Company's primary investing activities are the origination of real estate and commercial loans, the collection of repayments
of these loans, and the purchase and sale of securities. The Company's net cash used in investing activities has been primarily
influenced by its loan and securities activities. During the year ended December 31, 2024, the Company's cash balance
decreased by $3.8 billion as a result of a net increase in loans, compared to an increase in cash of $1.1 billion dur
d
ing the year
ended December 31, 2023 primarily from a net decrease in loans. The increase in 2024 was mostly driven by increases in C&I
loans as the Company grew its loan portfol
f io. A net increase in investment securities of $2.0 billion and $3.7 billion for
f
the
years ended December 31, 2024 and 2023, respectively, reduced the Company's cash balances during the years ended
December 31, 2024 and 2023.
Net cash provided by financing activities has been impacted significantly by deposit levels. During the years ended December
31, 2024, 2023, and 2022, net deposits increased $11.0 billion, $1.7 billion, and $6.0 billion, respectively. The increase was
primarily driven by increases in savings and money market and non-interest-bearing deposits.
Fluctuations in core deposit levels may increase the Company's need for liquidity as certificates of deposit mature or are
withdrawn befor
f
e matur
t
ity, and as non-maturity deposits, such as checking and savings account balances, are withdrawn.
Additionally, the Company is exposed to the risk that customers with large deposit balances will withdraw all or a portion of
such deposits, due
d
in part to the FDIC limitations on the amount of insurance coverage provided to depositors. To mitigate the
uninsured deposit risk, the Company participates in the CDARS and ICS programs, which allow an individual customer to
invest up to $50 million and $265 million, respectively, through one participating fin
f ancial institution or, a combined total of
$315 million per individual customer, with the entire amount being covered by FDIC insurance. As of December 31, 2024, the
Company had $1.7 billion of CDARS and $10.1 billion of ICS deposits.
As of December 31, 2024, the Company had $6.9 billion of wholesale brokered deposits outstanding. Brokered deposits are
generally considered to be deposits that have been received fro
f
m a third party who is engaged in the business of placing
deposits on behalf of others. A traditional deposit broker will direct deposits to the banking institution offering the highest
interest rate availabl
a e. Federal banking laws and regulations place restrictions on depository institutions regarding brokered
deposits because of the general concern that these deposits are not relationship based and are at a greater risk of being
withdrawn and placed on deposit at another institution offer
f ing a higher interest rate, thus posing liquidity risk for institutions
that gather brokered deposits in significant amounts.
Federal and state banking regulations place certain restrictions on dividends paid. The total amount of dividends which may be
paid at any date is generally limited to the retained earnings of the Bank. Dividends paid by WAB to the Parent would be
prohibited if the effe
f ct thereof would cause the Bank’s capital to be reduc
d
ed below appl
a
icable minimum capital requirements.
During the year ended December 31, 2024, WAB paid dividends to the Parent of $240.0 million. Subs
u
equent to December 31,
2024, WAB paid dividends to the Parent of $60.0 million.
61

Recent accounting pronouncements
See "Note 1. Summary of Significant Accounting Policies," in Item 8 of this Form 10-K for
f
information on recent and recently
adopted accounting pronouncements and their expected impact, if any, on the Company's Consolidated Financial Statements.
SUPERVISION AND REGULATION
WAL, WAB, and certain of its non-depository subs
u
idiaries are subject to comprehensive regulation under fed
f
eral and state
laws. The regulatory f
r
ra
f mework applicable to bank holding companies and their subsidiary banks is intended to protect
depositors, the DIF, and the U.S. banking system as a whole. This system is not designed to protect equity investors in bank
holding companies such as WAL.
Set for
f
th below is a summary o
r
f the significant laws and regulations applicable to WAL and its subs
u
idiaries. The description
that follows is qualifie
f d in its entirety by reference to the ful
f l text of the statut
t es, regulations, and policies that are described.
Such statut
t es, regulations, and policies are subj
u ect to ongoing review by Congress and state legislatures and federal and state
regulatory a
r
gencies, and we expect that the new presidential administration will seek to implement a regulatory r
r
eform
f
agenda
that is significantly different than the for
f
mer administration, impacting the rulemaking, supe
u
rvision, examination and
enforcement priorities of the federal banking agencies. For example, on January 20, 2025, President Trump issued a presidential
memorandum titled "Regulatory F
r
reeze Pending Review" that directs federal agencies
f
to (1) not propose or issue any rules until
they are reviewed and approved by a department or agency head appointed by President Trump, (2) immediately withdraw any
unpublished rul
r es to allow for
f
the review by a department or agency head as described above
a
, and (3) consider postponing for
60 days from the date of the executive order the effective date for
f
any rul
r es that have been published in the Federal Register, or
any rul
r es that have been issued but have not taken effect, to allow for review of any questions of fact, law or policy. A change
in any of the statut
t es, regulations, or regulatory p
r
olicies appl
a
icable to WAL and its subs
u
idiaries could have a material effec
f
t on
the results of the Company.
Overview
WAL is a separate and distinct legal entity from WAB and its other subsidiaries. As a registered bank holding company, WAL
is subj
u ect to inspection, examination, and supervision by the FRB, and is regulated under the BHCA. WAL is also under the
jurisdiction of the SEC and is subj
u ect to the disclosure and other regulatory r
r
equirements of the Securities Act of 1933, as
amended, and the Exchange Act, as administered by the SEC. The Company’s common stock is listed on the NYSE under the
trading symbol “WAL” and the Company is subj
u ect to the rul
r es of the NYSE for
f
listed companies. The Company is a financial
institution holding company within the meaning of Arizona law. WAL provides a full spectrum of deposit, lending, treasury
management, and online banking products and services through WAB, its wholly-owned banking subs
u
idiary. WAB is an
Arizona chartered bank and a member of the Federal Reserve System. WAB operates the following full-service banking
divisions: ABA, BON, Bridge, FIB, and TPB. WAB is subject to the supervision of, and to regular examination by, the Arizona
Department of Financial Institutions, the FRB as its primary f
r
ederal
f
regulator, and the FDIC as its deposit insurer. WAB's
deposits are insured by the FDIC up to t
u
he applicable deposit insurance limits in accordance with FDIC laws and regulations.
The Company also serves business customers through a national platfor
f
m of specialized financial services.
WAL and WAB are also supe
u
rvised by the CFPB for compliance with federal consumer financial protection laws. The
Company’s non-depository s
r
ubsidiaries are subject to feder
f
al and state laws and regulations, including regulations of the FRB
and with respect to WATC, the OCC.
Supervision, Regulat
e
ion and Licensing of AmeriHom
H
e
AmeriHome is a residential mortgage producer and servicer that operates in a heavily regulated industry.
r
In addition to
supe
u
rvision by the federal banking agencies with primary j
r
urisdiction over WAL and WAB, AmeriHome is subj
u ect to the rules,
regulations and oversight of certain federal, state and local governmental authorities, including the CFPB, HUD, and GNMA,
and government-sponsored enterpr
r
ises in the mortgage industry s
r
uch as FHLMC and FNMA.
Further, AmeriHome must comply with a large number of fed
f
eral consumer protection laws and regulations including, among
others:
•
the Real Estate Settlement Procedur
d
es Act and Regulation X, which require lenders, mortgage brokers, or servicers to
provide borrowers with pertinent and timely disclosures regarding the natur
t
e and costs of the settlement process and
prohibit specific practices related thereto;
•
the Trut
r h in Lending Act and Regulation Z, which require disclosures and timely information on the nature and costs
of the residential mortgages and the real estate settlement process;
62

•
the Secure and Fair Enfor
f
cement for Mortgage Licensing Act, which applies to businesses and individuals engaging in
the residential mortgage loan business;
•
the Dodd-Frank Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, and the rules and
regulations of the FTC and CFPB that prohibit unfai
f r, abusive or deceptive acts or practices;
•
the Fair Credit Reporting Act (as amended by the Fair and Accurate Credit Transactions Act) and Regulation V, which
address the accuracy, fai
f rness, and privacy of information in the files of consumer reporting agencies; and
•
the Equal Credit Opportunity Act and Regulation B, the Fair Housing Act, the Homeowners Protection Act, and the
Home Mortgage Disclosure Act and Regulation C, which generally disallow discrimination on a prohibited basis,
provide applicants and borrowers rights with respect to credit decisioning and the residential mortgage process, and
require disclosures and impose obligations on financial businesses conducting residential lending and mortgage
servicing.
The CFPB as well as the FTC have rulemaking authority with respect to many of the federal co
f
nsumer protection laws
applicable to mortgage lenders and servicers, and their rulemaking and regulatory a
r
gendas relating to the residential mortgage
industry c
r
ontinues to evolve. In particular, as part of its enforcement authority, the CFPB can order, among other things,
rescission or reformation of contracts, the refund
f
of moneys or the retur
t
n of real property, restitution, disgorgement or
compensation for unjus
f
t enrichment, the payment of damages or other monetary relief, public notifications regarding violations,
remediation of practices, external compliance monitoring and civil money penalties.
AmeriHome is also subject to state and local laws, rul
r es and regulations and oversight by various state agencies that license and
oversee consumer protection, loan servicing, origination and collection activities of mortgage industry p
r
articipants. Despite the
fact that AmeriHome is the operating subsidiary of a depository i
r
nstitution, it must comply with regulatory a
r
nd licensing
requirements in certain states in order to conduct its business, and does (and will continue to) incur significant costs to comply
with these requirements. These laws, rules and regulations may change as statut
t es and regulations are enacted, promulgated,
amended, interpreted and enforced.
Supervision and Regulat
e
ion of W
o
ATC
W
WATC is an OCC-chartered, non-depository national trust bank. WATC offers
f
levered loan faci
f
lity administration, loan
administration, and securities custody products. As a national trust bank, the abi
a lity of WATC to engage in fiduciary activities
is governed by federal law at 12 U.S.C. § 92a and the OCC regulations at 12 C.F.R. Part 9, as well as certain state laws to the
extent not preempted by federal law and regulation. WATC may engage in any of the enumerated activities or roles permitted
for national trust banks listed in federal
f
statut
t es and regulations as well as any other capacity that the OCC authorizes pursuant
to federal law. As a non-depository national trust bank, WATC may not accept deposits and does not maintain FDIC deposit
insurance.
The OCC has primary supe
u
rvisory a
r
nd regulatory a
r
uthority over the operations of WATC. As part of this authority, WATC is
required to file
f
periodic reports with the OCC and is subject to supe
u
rvision and periodic examination by the OCC. To support
u
its supe
u
rvisory f
r
unc
f
tion, the OCC has the authority to assess and charge fees
f
on all national banks, including non-depository
national trust banks like WATC.
Bank Holding Compan
C
y R
n
egulat
l ion
t
WAL is a bank holding company as defin
f ed under the BHCA. The BHCA generally limits the business of bank holding
companies to banking, managing or controlling banks, and other activities that the FRB has determined to be so closely related
to banking as to be a proper incident thereto. Business activities that have been determined to be related to banking and are
therefor
f
e appr
a
opriate for bank holding companies and their affiliates to engage in, include securities brokerage services,
investment advisory services, fid
f uc
d
iary services, and certain management advisory and data processing services, among others.
Bank holding companies that have elected to become financial holding companies may engage in any activity, or acquire and
retain the shares of a company engaged in any activity that is either: (i) financial in natur
t
e or incidental to such fin
f ancial activity
(as determined by the FRB in consultation with the Secretary of the Treasury) or (ii) complementary to a
r
financial activity, and
that does not pose a subs
u
tantial risk to the safety and soundness of depository institutions or the fin
f ancial system generally (as
solely determined by the FRB). Activities that are financial in natur
t
e include securities underwriting and dealing, insurance
underwriting, and making merchant banking investments.
Mergers a
r
nd Acquisitio
t ns
The BHCA, the Bank Merger Act, and other fed
f
eral and state statut
t es regulate the direct and indirect acquisition of depository
institutions. The BHCA requires prior FRB appr
a
oval for
f
a bank holding company to acquire, directly or indirectly, 5% or more
of any class of voting securities of a commercial bank or its parent holding company and for a company, other than a bank
63

holding company, to acquire 25% or more of any class of voting securities of a bank or bank holding company. In April 2020,
the Federal Reserve adopted a fin
f al rule codifying the presumptions used in determinations of whether a company has the
ability to exercise a controlling influ
f ence over another company for purposes of the BHCA, and providing greater transparency
on the types of relationships the Federal Reserve generally views as supporting a determination of control. Under the Change in
Bank Control Act, any person, including a company, may not acquire, directly or indirectly, control of a bank without providing
60 days’ prior notice and receiving a non-objection fro
f
m the appropriate federal banking agency.
Under the Bank Merger Act, the prior approval of the appropriate federal banking agency is required for
f
insured depository
institutions to merge or enter into purchase and assumption transactions. In reviewing applications seeking approva
a
l of merger
and purchase and assumption transactions, the federal banking agencies will consider, among other things, the competitive
effe
f cts and public benefits of the transactions, the capi
a tal position of the combined banking organization, the appl
a
icant's
performance record under the CRA, and the effec
f
tiveness of the subject organizations in combating money laundering
activities. For fur
f
ther information relating to the CRA, see the section titled “Community Reinvestment Act and Fair Lending
Laws.” In September 2024, the OCC and the FDIC finalized a new Policy Statement Regarding Statutory Factors Under the
Bank Merger Act and a new FDIC Statement of Policy on Bank Merger Transactions, respectively. These new policy
statements outline fac
f
tors that the OCC and the FDIC will consider when evaluating a proposed bank merger transaction. The
FRB did not release a new merger policy statement. Also in September 2024, the DOJ withdrew its 1995 Bank Merger
Guidelines and announced that it will instead evaluate the competitive impact of bank mergers using its 2023 Merger
Guidelines that apply across all industries. Compared to the 1995 Bank Merger Guidelines, the 2023 Merger Guidelines set
forth more stringent market concentration limits and add several largely qualitative bases on which the DOJ may challenge a
merger.
Under Section 6-142 of the Arizona Revised Statutes, no person may acquire control of a company that controls an Arizona
bank without the prior approval of the Arizona Supe
u
rintendent of Financial Institutions, or Arizona Supe
u
rintendent. A person
who has the power to vote 15% or more of the voting stock of a controlling company is presumed to control the company.
Enhanced Pruden
d
tial Stan
t
dards
Section 165 of the Dodd-Frank Act imposes enhanced prud
r
ential standards on larger banking organizations, with certain of
these standards appl
a
icable to banking organizations over $10 billion, including WAL and WAB.
As a result of passage of the EGRRCPA, bank holding companies with less than $100 billion in assets are exempt from
f
the
enhanced prudent
r
ial standards imposed under Section 165 of the Dodd-Frank Act (including, but not limited to, the resolution
planning and enhanced liquidity and risk management requirements therein). Notwithstanding these changes, the capital
planning and risk management practices of WAL and WAB will continue to be reviewed through the regular supe
u
rvisory
processes of the FRB. Further, in connection with the FRB’s rul
r es implementing the enhanced prudential standards required by
Dodd-Frank (and as subsequently modified by application of the EGRRCPA’s higher consolidated asset thresholds for bank
holding companies), the Company has establ
a ished a risk committee of the BOD to manage enterpr
r
ise-wide risk and has retained
its separate risk committee of independent directors.
Volcker Rule
Section 619 of the Dodd-Frank Act, commonly known as the Volcker Rul
R e, restricts the ability of banking entities, such as
WAL and WAB, from: (i) engaging in “proprietary trading” and (ii) investing in or sponsoring certain covered funds
f
, subject to
certain limited exceptions. Under the Volcker Rule, the term "covered funds
f
" is defin
f ed as any issuer that would be an
investment company under the Investment Company Act but for the exemption in Section 3(c)(1) or 3(c)(7) of that Act, which
includes CLO and collateralized debt obligation securities. There are also several exemptions from the definition of covered
fund, including, among other things, loan securitizations, joint ventures, certain types of for
f
eign funds, entities issuing asset-
backed commercial paper, and registered investment companies. Further, the fin
f al rules permit banking entities, subj
u ect to
certain conditions and limitations, to invest in or sponsor a covered fund
f
in connection with: (1) organizing and offer
f ing the
covered fund;
f
(2) certain risk-mitigating hedging activities; and (3) de minimis investments in covered funds.
f
The EGRRCPA and subsequent promulgation of inter-agency fin
f al rules have aimed at simplifying
f
and tailoring requirements
related to the Volcker Rul
R e, including by eliminating collection of certain metrics and reducing the compliance burdens
associated with other metrics for banks with less than $20 billion in average trading assets and liabi
a lities. In June 2020, the
Federal Reserve and other regulatory a
r
gencies issued a fin
f al rule modifying the Volcker Rul
R e’s prohibition on banking entities
investing in or sponsoring covered funds by:
f
(1) streamlining the covered funds por
f
tion of the rule; (2) addressing the
extraterritorial treatment of certain for
f
eign funds; and (3) permitting banking entities to offe
f r fin
f ancial services and engage in
other activities that do not raise concerns the Volcker Rule was intended to address. The Company believes it is ful
f ly compliant
with the Volcker Rule, including as modified by the EGRRCPA rule.
64

Dividends
The Company has paid regular quarterly dividends since the third quarter of 2019. Whether the Company continues to pay
quarterly dividends and the amount of any such dividends will be at the discretion of WAL's BOD and will depend on the
Company’s earnings, fin
f ancial condition, results of operations, business prospects, capital requirements, regulatory r
r
estrictions,
contractua
t
l restrictions, and other fact
f
ors the BOD may deem relevant.
The Company’s abi
a lity to pay dividends is subj
u ect to the regulatory a
r
uthority of the FRB. The supervisory c
r
oncern of the FRB
focuses on a bank holding company’s capital position, its abi
a lity to meet its financial obligations as they come due, and its
capacity to act as a source of financial strength to its insured depository institution subsidiaries. In addition, FRB policy
discourages the payment of dividends by a bank holding company that is not suppor
u
ted by current operating earnings.
As a Delaware corpor
r
ation, the Company is also subj
u ect to limitations under Delaware law on the payment of dividends. Under
the Delaware General Corporation Law, dividends may only be paid out of surplus or out of net profits for the year in which the
dividend is declared or the preceding year, and no dividends may be paid on common stock at any time during which the capital
of outstanding prefer
f red stock or preference
f
stock exceeds the Company's net assets.
From time to time, the Company may become a party to financing agreements and other contractua
t
l obligations that have the
effe
f ct of limiting or prohibiting the declaration or payment of dividends under certain circumstances. Holding company
expenses and obligations with respect to its outstanding preferred stock, trust preferred securities and subordina
u
ted debt also
may limit or impair the Company’s abi
a lity to declare and pay dividends.
Since the Company has no significant assets other than the voting stock of its subs
u
idiaries, it currently depends on dividends
from WAB and, to a lesser extent, its non-bank subs
u
idiaries, for
f
a substantial portion of its revenue and as the primary sources
of its cash flo
f w. The abi
a lity of a state member bank, such as WAB, to pay cash dividends is subj
u ect to restrictions by the FRB
and the State of Arizona. The FRB’s Regulation H states that a member bank may not declare or pay a dividend if the total of
all dividends declared during that calendar year exceed the bank’s net income during that calendar year and the retained net
income of the prior two years. Further, without receiving prior approva
a
l fro
f
m both the FRB and two-thirds of its stockholders, a
bank cannot declare or pay a dividend that would exceed its undivided profits or withdraw any portion of its permanent capital.
Under Section 6-187 of the Arizona Revised Statutes, WAB may pay dividends on the same basis as any other Arizona
corporation, except that cash dividends paid out of capi
a tal surplus require the prior approval of the Arizona Supe
u
rintendent.
Under Section 10-640 of the Arizona Revised Statutes, a corporation may not make a distribution to stockholders if to do so
would render the corporation insolvent or unable to pay its debts as they become due.
Federal Reserve System
t
As a member of the Federal Reserve System, WAB has historically been required by law to maintain reserves against its
transaction deposits, which were to be held in cash or with the FRB. Since March 26, 2020, the reserve requirement ratios have
been zero percent.
Source of Stre
t
ngth Doctri
t ne
i
FRB policy requires bank holding companies to act as a source of fin
f ancial and managerial strength to their subs
u
idiary banks.
Section 616 of the Dodd-Frank Act codified the requirement that bank holding companies act as a source of financial strength.
As a result, the Company is expected to commit resources to support WAB, including at times when the Company may not be
in a fin
f ancial position to provide such resources. Any capi
a tal loans by a bank holding company to any of its subs
u
idiary banks
are subordinate in right of payment to deposits and to certain other indebtedness of such subs
u
idiary banks. The U.S. Bankruptcy
Code provides that, in the event of a bank holding company's bankruptcy, any commitment by the bank holding company to a
federal banking agency to maintain the capital of a subs
u
idiary bank will be assumed by the bankruptcy trus
r
tee and entitled to
priority of payment.
65

Capi
a ta
i l Adequacy
The Capital Rul
R es established a comprehensive capital fra
f mework for U.S. banking organizations. The Capi
a tal Rul
R es generally
implement the Basel Committee's Basel III final capital framework for strengthening international capital standards.
The Capital Rul
R es: (i) include CET1 and the related regulatory c
r
apital ratio of CET1 to risk-weighted assets; (ii) specify that
Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting certain revised requirements; (iii) mandate
that most deductions/adjustments to regulatory c
r
apital measures be made to CET1 and not to the other components of capital;
and (iv) set forth deduc
d
tions from and adju
d stments to capital. Under the Capi
a tal Rul
R es, for
f
most banking organizations, the most
common for
f
m of Additional Tier 1 capital is non-cumulative perpe
r
tual preferred stock, and the most common for
f
ms of Tier 2
capital are subor
u
dinated notes and a portion of the allocation for
f
loan and lease losses, in each case, subj
u ect to the Capital Rules’
specific requirements.
Pursuant to the Capital Rul
R es, the minimum capital ratios are as follows:
•
4.5% CET1 to risk-weighted assets;
•
6.0% Tier 1 capital (that is, CET1 plus Additional Tier 1 capi
a tal) to risk-weighted assets;
•
8.0% Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets; and
•
4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (called “leverage ratio”).
The Capital Rul
R es also include a capital conservation buffe
f r which is designed to absor
a
b l
r
osses dur
d
ing periods of economic
stress. Banking institutions are required to maintain a 2.5% capi
a tal conservation buffe
f r in addition to each of the minimum risk-
based capital ratios to avoid constraints on dividends, equity repurchases, and discretionary bonus payments. To calculate the
capital conservation buffer,
f
each minimum capital ratio is subt
u racted from the corresponding current quarter capital ratio and
the lowest of these three measures represents the capital conservation buffer.
f
As of December 31, 2024, the Company’s capital
ratios exceeded the 2.5% minimum capital conservation buffe
f r and therefor
f
e the Company is not subj
u ect to any limitations.
The Capital Rul
R es provide for a number of deduc
d
tions from and adju
d stments to CET1. These include, for
f
example, the
requirement that mortgage servicing assets, DTAs arising from temporary d
r
iffere
f
nces that could not be realized through net
operating loss carrybacks, and significant investments in non-consolidated financial entities be deduc
d
ted fro
f
m CET1 to the
extent that any one such category e
r
xceeds 25% of CET1 capi
a tal. The Capital Rul
R es further prescribe that the effects of
accumulated other comprehensive income or loss items reported as a component of stockholders’ equity be included in CET1
capital; however, non-advanced approaches banking organizations may make a one-time permanent election to exclude these
items. The Company, as a non-advanced approaches institution, has made this one-time election.
The Capital Rul
R es also preclude certain hybrid securities, such as trust preferred securities, issued on or afte
f r May 19, 2010
from inclusion in bank holding companies’ Tier 1 capital. The Company has used trus
r
t preferred securities in the past as a tool
for raising additional Tier 1 capital and otherwise improving its regulatory c
r
apital ratios. Although the Company may continue
to include its existing trust prefer
f red securities as Tier 1 capi
a tal, the prohibition on the use of these securities as Tier 1 capital
going for
f
ward may limit the Company’s abi
a lity to raise capital in the future.
The risk-weighting categories in the Capi
a tal Rul
R es are standardized and include a risk-sensitive number of categories,
depending on the natur
t
e of the assets, generally ranging from 0% for
f
U.S. government and agency securities, to 600% for
certain equity exposures, and up to 1,250% risk weights for
f
a variety of higher risk asset classes.
In July 2023, the FRB and FDIC proposed rules to implement the fin
f al components of the Basel III agreement, ofte
f n known as
the “Basel III endgame.” These proposed rules contain provisions that would appl
a
y to banks with $100 billion or more in assets.
In September 2024, the FRB announced a re-proposal of the Basel III endgame that would cover all major areas of the rul
r e:
credit risk, operational risk and market risk. Under the re-proposal, banks with assets between $100 and $250 billion would not
be subj
u ect to the Basel III endgame changes, other than the requirement to recognize unrealized gains and losses of their
securities in regulatory c
r
apital. These re-proposed rules do not apply to holding companies or banks with less than $250 billion
in assets, such as the Company and the Bank, but the fin
f al impacts of these rules cannot yet be predicted, as the agencies have
not made final decisions on any aspect of the re-proposals.
On August 26, 2020, the fed
f
eral bank regulatory a
r
gencies issued a fin
f al rule that allowed institutions that adopted the CECL
accounting standard in 2020 to mitigate CECL’s estimated effe
f cts on regulatory c
r
apital for
f
two years, followed by a three-year
transition period. The Company has elected this capital relief option.
66

Prompt Correctiv
t e Actio
t n and Safe
a ty and Sou
S
ndne
d
ss
Pursuant to Section 38 of the FDIA, federal
f
banking agencies are required to take “prompt corrective action” should a
depository institution fai
f l to meet certain capital adequacy standards. At each successive lower capital category, an insured
depository institution is subject to more restrictions and prohibitions, including restrictions on growth, restrictions on interest
rates paid on deposits, restrictions or prohibitions on payment of dividends and restrictions on the acceptance of brokered
deposits. Furthermore, if an insured depository institut
t ion is classified in one of the undercapitalized categories, it is required to
subm
u
it a capital restoration plan to the appropriate federal banking agency, and the holding company must guarantee the
performance of that plan. Based upon its capital levels, a bank that is classified as well-capitalized, adequately capitalized, or
undercapitalized may be treated as though it were in the next lower capital category i
r
f the appropriate federal banking agency,
afte
f r notice and opportunity for hearing, determines that an unsafe or unsound condition, or an unsafe o
f
r unsound practice,
warrants such treatment.
For purpos
r
es of prompt corrective action, to be: (i) well-capitalized, a bank must have a total risk based capital ratio of at least
10%, a Tier 1 risk based capital ratio of at least 8%, a CET1 risk based capital ratio of at least 6.5%, and a Tier 1 leverage ratio
of at least 5%; (ii) adequately capitalized, a bank must have a total risk based capital ratio of at least 8%, a Tier 1 risk based
capital ratio of at least 6%, a CET1 risk based capital ratio of at least 4.5%, and a Tier 1 leverage ratio of at least 4%; (iii)
undercapitalized, a bank would have a total risk based capital ratio of less than 8%, a Tier 1 risk based capital ratio of less than
6%, a CET1 risk based capital ratio of less than 4.5%, and a Tier 1 leverage ratio of less than 4%; (iv) significantly
undercapi
a talized, a bank would have a total risk based capital ratio of less than 6%, a Tier 1 risk based capital ratio of less than
4%, a CET1 risk based capital ratio of less than 3%, and a Tier 1 leverage ratio of less than 3%; (v) critically undercapitalized, a
bank would have a ratio of tangible equity to total assets that is less than or equal to 2%.
Bank holding companies and insured banks also may be subject to potential enforcement actions of varying levels of severity
by the fed
f
eral banking agencies for unsafe o
f
r unsound practices in conducting their business, or for violation of any law, rule,
regulation, condition imposed in writing by the agency or term of a written agreement with the agency. In more serious cases,
enforcement actions may include: (i) the issuance of directives to increase capital; (ii) the issuance of formal and inform
f
al
agreements; (iii) the imposition of civil monetary penalties; (iv) the issuance of a cease and desist order that can be judicially
enforced; (v) the issuance of removal and prohibition orders against offi
f cers, directors, and other institution-affi
f liated parties;
(vi) the termination of the bank’s deposit insurance; (vii) the appoi
a
ntment of a conservator or receiver for
f
the bank; and (viii)
the enfor
f
cement of such actions through injunctions or restraining orders based upon a judicial determination that the agency
would be harmed if such equitabl
a e relief was not granted.
Transactio
t ns with
i
Affi
f li
i ates
t
and Ins
I
iders
d
Under federal
f
law, transactions between insured depository institutions and their affi
f liates are governed by Sections 23A and
23B of the FRA and Regulation W. In a bank holding company context, at a minimum, the parent holding company of a bank,
and any companies which are controlled by such parent holding company, are affiliates of the bank. Generally, Sections 23A
and 23B of the FRA are intended to protect insured depository i
r
nstitutions from losses arising from transactions with non-
insured affiliates by limiting the extent to which a bank or its subs
u
idiaries may engage in covered transactions with any one
affi
f liate and with all affiliates of the bank in the aggregate, and requiring such transactions be on terms consistent with safe and
sound banking practices.
Further, Section 22(h) of the FRA and its implementing Regulation O restricts loans to directors, executive offic
f ers, and
principal stockholders (“insiders”). Under Section 22(h), loans to insiders and their related interests may not exceed, together
with all other outstanding loans to such persons and affiliated entities, the institution's total capital and surplus. Loans to
insiders above specified amounts must receive the prior approval of the BOD. Further, under Section 22(h) of the FRA, loans to
directors, executive officers, and principal stockholders must be made on terms substantially the same as offered in comparable
a
transactions to other persons, except that such insiders may receive preferential loans made under a benefit or compensation
program that is widely availabl
a e to the bank's employees and does not give preference to the insider over the employees.
Section 22(g) of the FRA places additional limitations on loans to executive officers.
Lendin
d
g Limits
i
In addition to the requirements set forth above
a
, state banking law generally limits the amount of funds that a state-chartered
bank may lend to a single borrower. Under Section 6-352 of the Arizona Revised Statutes, the obligations of one borrower to a
bank may not exceed 20% of the bank’s capital, plus an additional 10% of its capital if the additional amounts are fully secured
by readily marketable collateral.
67

Brokered Deposits
Section 29 of the FDIA and FDIC regulations generally limit the ability of any bank to accept, renew or roll over any brokered
deposit unless it is “well capitalized” or, with the FDIC’s approva
a
l, “adequately capitalized.” On December 15, 2020, the FDIC
issued rules to revise brokered deposit regulations in light of modern deposit-taking methods. The rules established a new
framework for certain provisions of the “deposit broker” definition and amended the FDIC’s interest rate methodology
calculating rates and rate caps. The rul
r es became effec
f
tive on April 1, 2021 and, to date, there has been no material impact to
either the Company or the Bank fro
f
m the rules.
Consumer Protect
t
io
t n and CFPB S
P
upervisi
i on
The Dodd-Frank Act centralized responsibility for consumer financial protection by creating the CFPB, an independent agency
charged with responsibility for implementing, enforcing, and examining compliance with federal consumer financial protection
laws. The Company is subject to a number of federal
f
and state laws designed to protect borrowers and promote lending to
various sectors of the economy and population. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting
Act, the Fair Debt Collection Procedures Act, the Truth in Lending Act, the Home Mortgage Disclosure Act, the Real Estate
Settlement Practices Act, various state law counterpa
r
rts, and the Consumer Financial Protection Act of 2010, which is part of
the Dodd-Frank Act. CFPB employees have been directed not to issue any proposed or formal rules, stop pending investigations
and not open new investigations, halt all stakeholder engagements and abstain fro
f
m issuing public communications, among
other things. Significant layoffs
f
of CFPB employees have also been anticipated. We cannot currently predict the nature and
timing of futur
f
e developments that may impact the CFPB, including its rules and proposals, strategies, priorities or approa
a
ches
to regulation and enforcement. The Dodd-Frank Act does not prevent states fro
f
m adopting stricter consumer protection
standards. State regulation of fin
f ancial products and potential enforcement actions could also adversely affect the Company’s
business, financial condition, or operations.
Depos
e
itor Pre
P
fe
e rence
The FDIA provides that, in the event of the “liquidation or other resolution” of an insured depository institution, the claims of
depositors of the institut
t ion, including the claims of the FDIC as subrogee of insured depositors, and certain claims for
administrative expenses of the FDIC as a receiver, will have priority over other general unsecured claims against the institution.
If an insured depository i
r
nstitut
t ion fai
f ls, insured and uninsured depositors, along with the FDIC, will have priority in payment
ahead of unsecured, non-deposit creditors, including the parent bank holding company, with respect to any extensions of credit
they have made to such insured depository institution.
Federal Deposit Insurance
Subs
u
tantially all of the deposits of WAB are insured up to applicable limits by the FDIC’s DIF. The basic limit on FDIC deposit
insurance is $250,000 per depositor. WAB is subject to deposit insurance assessments to maintain the DIF.
The FDIC uses a risk-based assessment system that imposes insurance premiums based upon
u
a risk matrix that takes into
account a bank's CAMELS rating. The risk matrix utilizes different risk categories distinguished by capital levels and
supe
u
rvisory r
r
atings. As a result of the Dodd-Frank Act, the base for insurance assessments is now consolidated average assets
less average tangible equity. Assessment rates are calculated using formulas that take into account the risk of the institut
t ion
being assessed. WAB is classified as, and subj
u ect to the scorecard for
f
, a large and highly complex institution to determine its
total base assessment rate.
Under the FDIA, the FDIC may terminate deposit insurance upon
u
a fin
f ding that the institution has engaged in unsafe a
f
nd
unsound practices, is in an unsafe o
f
r unsound condition to continue operations, or has violated any appl
a
icable law, regulation,
rule, order or condition imposed by the FDIC. The Company’s management is not aware of any practice, condition, or violation
that might lead to the termination of its deposit insurance.
To recover the loss to the DIF arising fro
f
m the bank failures that occurred early in 2023, the FDIC approve
a
d an annual special
assessment. The assessment base for
f
the special assessments is equal to an institution’s estimated uninsured deposits as of
December 31, 2022, adju
d sted to exclude the fir
f st $5 billion of estimated uninsured deposits. The special assessments will be
collected at an annual rate of appr
a
oximately 13.4 basis points for
f
an anticipated total of eight quarterly assessment periods, with
the fir
f st quarterly assessment period beginning on January 1, 2024. While the special assessment will be collected at a quarterly
rate of 3.36 basis points for
f
the initial eight-quarter collection period, given the update to the loss estimates and the increase in
the aggregate special assessment base resulting fro
f
m amendments to the reported amount of estimated uninsured deposits
related to the bank failures, as of September 2024, the FDIC is proje
o cting that the special assessment will be collected for an
additional two quarters beyond the initial eight-quarter collection period, at a lower rate. In connection with the special
assessment, the Company recognized a charge of $8.3 million during the year ended December 31, 2024.
68

Financ
i
ial Pri
P vacy and Data S
t
ec
S
urity
The Company is subj
u ect to fed
f
eral laws, including the GLBA, and certain state laws containing consumer privacy protection
provisions. These provisions limit the abi
a lity of banks and other financial institutions to disclose non-public information about
a
consumers to affiliated and non-affi
f liated third parties and limit the reuse of certain consumer information received fro
f
m non-
affi
f liated institutions. These provisions require notice of privacy policies to consumers and, in some circumstances, allow
consumers to prevent disclosure of certain personal infor
f
mation to affi
f liates or non-affi
f liated third parties by means of “opt out”
or “opt in” authorizations.
For example, in August 2018, the CFPB published its final rul
r e to upda
u
te Regulation P pursuant to the amended GLBA. Under
this rule, certain qualifying fin
f ancial institutions are not required to provide annual privacy notices to customers. To qualify, a
financial institution must not share nonpublic personal information about
a
customers except as described in certain statutory
t
exceptions that do not trigger a customer’s statutor
t
y o
r
pt-out right. In addition, the fin
f ancial institution must not have changed
its disclosure policies and practices from those disclosed in its most recent privacy notice. The rul
r e sets for
f
th timing
requirements for de
f
livery of annual privacy notices in the event a fin
f ancial institution that qualified for
f
the annual notice
exemption later changes its policies or practices in such a way that it no longer qualifies for
f
the exemption.
The GLBA also requires fin
f ancial institutions to implement comprehensive written information security programs that include
administrative, technical, and physical safeguards to protect consumer information. Further, pursuant to interpr
r
etive guidance
issued under the GLBA and certain state laws, financial institutions are required to notify c
f
ustomers of security breaches
resulting in unauthorized access to their nonpublic personal infor
f
mation.
For example, under Califor
f
nia law, every business that owns or licenses personal information about
a
a Californi
f
a resident must
maintain reasonable security procedur
d
es and policies to protect that information and comply with specific requirements relating
to the destruc
r
tion of records containing personal infor
f
mation and disclosure of breaches to customers, and restrictions on the
use of customer information unless the customer "opts in." Other states, including Arizona and Nevada where WAB has
branches, may also have applicable laws requiring businesses that retain consumer personal information to develop reasonable
security policies and procedur
d
es, notify c
f
onsumers of a security breach, or provide disclosures about
a
the use and sharing of
consumer personal infor
f
mation.
The federal
f
banking regulators have adopted guidelines for establishing information security standards and cybersecurity
programs for
f
implementing safeguards under the supe
u
rvision of a financial institution’s board of directors. These guidelines,
along with related regulatory m
r
aterials, increasingly focus on
f
risk management and processes related to information technology
and the use of third parties in the provision of financial products and services. The federal banking agencies expect financial
institutions to establ
a ish lines of defense and ensure that their risk management processes also address the risk posed by
compromised customer credentials, and also expect financial institutions to maintain sufficient business continuity planning
processes to ensure rapid recovery, resumption and maintenance of the institution’s operations afte
f r a cyber-attack. In addition,
all fed
f
eral and state banking regulators continue to increase focus on
f
cybersecurity programs and risks as part of regular
supe
u
rvisory e
r
xams.
On November 18, 2021, the fed
f
eral bank regulatory a
r
gencies issued a fin
f al rule to improve the sharing of information about
cyber incidents that may affect the U.S. banking system. The rule requires a banking organization to notify i
f
ts primary federal
regulator of any significant computer-security incident as soon as possible and no later than 36 hours after the banking
organization determines a cyber incident has occurred. Notification is required for
f
incidents that have materially affe
f cted—or
d
are reasonably likely to materially affe
f ct—the vi
t
ability of a banking organization’s operations, its ability to deliver banking
products and services, or the stabi
a lity of the fin
f ancial sector. In addition, the rul
r e requires a bank service provider to notify
affe
f cted banking organization customers as soon as possible when the provider determines that it has experienced a computer-
security incident that has materially affe
f cted or is reasonably likely to materially affe
f ct banking organization customers for four
or more hours. The rul
r e became effective May 1, 2022.
Community
i
Reinvestme
t
nt Act and Fair Lendin
d
g Laws
WAB has a responsibility under the CRA to help meet the credit needs of its communities, including low and moderate income
neighborhoods. The CRA d
R
oes not establ
a ish specific lending requirements or programs for
f
financial institutions nor does it limit
an institut
t ion's discretion to develop the types of products and services it believes are best suited to its particular community,
consistent with the CRA.
On October 24, 2023, the fed
f
eral bank regulatory a
r
gencies jointly issued a fin
f al rule to modernize CRA regulations consistent
with the fol
f lowing key goals: (1) to encourage banks to expand access to credit, investment, and banking services in low to
moderate income communities; (2) to adapt to changes in the banking industry,
r
including internet and mobile banking and the
growth of non-branch delivery systems; (3) to provide greater clarity and consistency in the application of the CRA regulations,
69

including adoption of a new metrics-based approach to evaluating bank retail lending and community development fin
f ancing;
and (4) to tailor CRA evaluations and data collection to bank size and type, recognizing differences in bank size and business
models may impact CRA evaluations and qualifying
f
activities. As currently written, most of the fin
f al CRA rule's requirements
will be applicable beginning January 1, 2026, with certain requirements, including the data reporting requirements to become
applicable as of January 1, 2027. However, the legality of the final rul
r e is being challenged and a preliminary i
r
njunction against
enforcing new rules implementing the new CRA regulations has been granted. Additionally, the final CRA rules may be
impacted by the presidential memorandum entitled "Regulatory F
r
reeze Pending Review" described above. WAB is currently
evaluating the impact of the modified CRA regulations, but does not anticipate any resulting material impact to its operations or
compliance objectives.
In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit discrimination in lending practices on the basis
of characteristics specified in those statutes. WAB’s fai
f lure to comply with the provisions of the CRA could, at a minimum,
result in regulatory r
r
estrictions on its activities and the activities of the Company. WAB’s fai
f lure to comply with the Equal
Credit Opportunity Act and the Fair Housing Act could result in enforcement actions. WAB received a rating of “Satisfac
f
tory”
in its most recent CRA examination, in April 2022.
Federal Hom
H
e Loan Bank of S
o
an
S
Francisco
i
WAB is a member of the FHLB of San Francisco, which is one of 12 regional FHLBs that provide funding to their members to
suppor
u
t residential lending, as well as afford
f
able housing and community development loans. Each FHLB serves as a reserve,
or central bank, for the members within its assigned region. Each FHLB makes loans to its members in accordance with policies
and procedur
d
es establ
a ished by the board of directors of the FHLB. As a member, WAB must purchase and maintain stock in the
FHLB of San Francisco. At December 31, 2024, WAB’s total investment in FHLB stock was $138 million.
Incentive Compe
C
nsation
t
The Dodd-Frank Act requires the federal banking agencies and the SEC to establish joint regulations or guidelines prohibiting
incentive-based payment arrangements at specified regulated entities with at least $1 billion in total consolidated assets,
including the Company and WAB, that encourage inappropriate risks by providing an executive officer, employee, director, or
principal stockholder with excessive compensation, fees, or benefits th
f
at could lead to material financial loss to the entity. The
federal banking agencies and the SEC proposed such regulations in 2016, but the regulations have not yet been finalized. In
mid- 2024, the OCC, FDIC, Federal Housing Finance Agency and National Credit Union Administration re-proposed the
regulatory t
r
ext of the 2016 proposed rule and requested comment on specific alternatives, given the passage of time since the
2016 proposed rule was issued, as well as additional supervisory e
r
xperience, changes in industry p
r
ractice and other
developments. The SEC and FRB did not join in this re-proposal. If the regulations are adopted in the for
f
m initially proposed,
they will restrict the manner in which executive compensation is struc
r
tured.
Preventing S
n
uspi
s cious Activ
t ity
Under Title III of the USA PATRIOT Act, all financial institutions are required to take certain measures to identify t
f
heir
customers, prevent money laundering, monitor customer transactions, and report suspicious activity to U.S. law enforcement
agencies. Financial institut
t ions are also required to respond to requests for
f
information fro
f
m federal
f
banking agencies and law
enforcement agencies. Information sharing among financial institutions for the above purposes is encouraged by an exemption
granted to complying financial institutions from the privacy provisions of the GLBA and other privacy laws. Financial
institutions that hold correspondent accounts for
f
foreign banks or provide private banking services to foreign individua
d
ls are
required to take measures to avoid dealing with certain foreign individuals or entities, including foreign banks with profil
f es that
raise money laundering concerns, and are prohibited fro
f
m dealing with foreign “shell banks” and persons from jurisdictions of
particular concern. The primary federal banking agencies and the Secretary o
r
f the Treasury h
r
ave adopted regulations to
implement several of these provisions. All financial institutions are also required to establish internal anti-money laundering
programs. The effectiveness of a financial institution in combating money laundering activities is a factor to be considered in
any appl
a
ication submitted by the financial institution under the Bank Merger Act. In July 2024, the FRB, FDIC, OCC and
National Credit Union Administration proposed updates to their requirements for
f
supe
u
rvised institutions to establ
a ish, implement
and maintain effective, risk-based and reasonably designed anti-money laundering and countering the financing of terrorism
programs. The proposed amendments would require supe
u
rvised institutions to identify,
f
evaluate and document the regulated
institution’s money laundering, terrorist financing and other illicit finance activity risks, as well as consider, as appropr
a
iate the
U.S. Department of Treasury’s Financial Crimes Enfor
f
cement Network, or FinCEN’s, published national AML/CFT priorities.
The proposed amendment would also mandate that the dut
d y to establish, maintain and enforce the AML/CFT program remain
the responsibility of, a
f
nd be performed by, persons in the United States who are accessible to, and subject to the oversight and
supe
u
rvision by, the relevant agency. The Company has a Bank Secrecy Act and USA PATRIOT Act BOD-approved
a
compliance program and engages in relatively few
f
transactions with foreign fin
f ancial institutions or foreign persons.
70

The FCRA’s Red Flags Rule requires fin
f ancial institut
t ions with covered accounts (e.g., consumer bank accounts and loans) to
develop, implement, and administer an identity theft p
f
revention program. This program must include reasonable policies and
procedur
d
es to detect suspicious patterns or practices that indicate the possibility of identity theft,
f
such as inconsistencies in
personal infor
f
mation or changes in account activity.
Offi
f ce of Foreign A
g
ssets Contro
t
l Regulat
l ion
t
The United States has imposed economic sanctions that affe
f ct transactions with designated for
f
eign countries, nationals, and
others. These are typically known as the OFAC rules based on their administration by the OFAC. The OFAC-administered
sanctions targeting countries take many different forms. Generally, they contain one or more of the fol
f lowing elements: (i)
restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from
and exports to a sanctioned country and prohibitions on “U.S. persons” engaging in financial transactions relating to making
investments in, or providing investment-related advice or assistance to, a sanctioned country; and (ii) a blocking of assets in
which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of
property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons). Blocked assets (property
and bank deposits) cannot be paid out, withdrawn, set off, o
f
r transferred in any manner without a license from OFAC. Failure to
comply with these sanctions could have serious legal and reputational consequences.
Future Legi
e sl
i at
l iv
t e Ini
I
tia
i
tives
Federal and state legislatures may introduce legislation that will impact the fin
f ancial services industry.
r
In addition, federal
banking agencies may introduce regulatory i
r
nitiatives that are likely to impact the fin
f ancial services industry, gene
r
rally.
However it is not clear whether such changes will be enacted or, if enacted, what their effe
f ct on the Company will be. New
legislation could change banking statut
t es and the operating environment of the Company in substantial and unpredictabl
a e ways.
If enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities, or affect
the competitive balance among banks, savings associations, credit unions, and other fin
f ancial institutions. The Company cannot
predict whether any such legislation will be enacted, and, if enacted, the effect it or any implementing regulations would have
on the fin
f ancial condition or results of operations of the Company. A change in statut
t es, regulations, or regulatory p
r
olicies
applicable to WAL or any of its subsidiaries could have a material effe
f ct on the business of the Company.
71

Item 7A.
Quantitative and Qualitative Disclosures about Market Risk.
Market risk is the risk of loss in a financial instrum
r
ent arising from adverse changes in market prices and rates, for
f
eign currency
exchange rates, commodity prices, and equity prices. The Company's market risk arises primarily from interest rate risk
inherent in its lending, investing, and deposit taking activities. To that end, management actively monitors and manages the
Company's interest rate risk exposure.
Management uses various asset/liabi
a lity strategies to manage the re-pricing characteristics of the Company's assets and
liabilities, all of which are designed to ensure that exposure to interest rate flu
f ctua
t
tions is within the Company's guidelines of
acceptabl
a e levels of risk-taking. Hedging strategies, including the terms and pricing of loans and deposits and management of
the deployment of its securities, are used to reduce mismatches in interest rate re-pricing opportunities of portfol
f io assets and
their funding
f
sources. Derivatives in a hedging relationship are also used to minimize the Company's exposure to changes in
benchmark interest rates and volatility of net interest income and EVE to interest rate flu
f ctua
t
tions, with their impact refle
f cted in
the model results discussed below.
Interest rate risk is addressed by ALCO, which includes members of executive management, finance, and operations. ALCO
monitors interest rate risk by analyzing the potential impact on EVE and earnings from potential changes in interest rates and
considers the impact of alternative strategies or changes in balance sheet structur
t
e. The Company manages its balance sheet in
part to keep the potential impact on EVE and earnings within acceptabl
a e ranges despite changes in interest rates.
The Company's exposure to interest rate risk is reviewed at least quarterly by ALCO. Interest rate risk exposure is measured
using interest rate sensitivity analysis to determine its change in both EVE and earnings in the event of hypothetical changes in
interest rates. If potential changes to EVE and earnings resulting fro
f
m hypothetical interest rate changes are not within the
limits established by the BOD or, ALCO determines that interest rate exposures should be reduc
d
ed, ALCO will either take
hedging actions or adju
d st the asset and liabi
a lity mix to bring interest rate risk within BOD-approved limits or in line with
ALCO's proposed reduction. ALCO may also decide the best course of action for
f
a limit breach is to accept the breach and
present justific
f ation to the BOD. If the BOD does not agree to accept the limit breach, it will direct ALCO to remediate the
breach. The Company's EaR and EVE exposure limits are approved by the BOD on an annual basis, or more often if market
conditions warrant. During the year ended December 31, 2024, there have been no changes to the Company's exposure limits.
Net Int
I erest Incom
I
e Simulation. To measure interest rate risk at December 31, 2024, the Company used a simulation model to
project changes in net interest income resulting fro
f
m for
f
ecasted changes in interest rates. This analysis calculates the difference
between a baseline net interest income forecast using forward yield curves, compared to for
f
ecasted net income results from
f
an
immediate, parallel shift in rates upw
u
ard or downward, along with other scenarios directed by ALCO. The simulation model
includes various assumptions regarding re-pricing relationships for each of the Company's products. Many of the Company's
assets are variabl
a e rate loans, which are assumed to re-price at the next rate re-set period and, proportional to the change in
market rates, depending on their contracted index, including the impact of caps or flo
f ors. The simulation model also
incorporates prepayment assumptions for appl
a
icable loans and investments with such optionality. The Company's non-term
deposit products re-price with a certain beta to underlying market rate changes. These betas are derived separately by deposit
product and are based on both observed and projected market rate and balance trends. Current product-level deposit beta
assumptions range between 46% to 92%, depending on product, with an average interest bearing deposit beta of 57%.
This analysis illustrates the impact of changes in net interest income for the given set of rate changes and assumptions. It does
not account for all factors that could impact the Company's results, including changes by management to mitigate interest rate
changes or secondary factors, such as changes to the Company's credit risk profile as interest rates change. The results will also
be impacted by seasonality in the balance sheet. Furthermore, loan prepayment rate estimates and spread relationships change
regularly. Interest rate changes impact actua
t
l loan prepayment speeds and these changes may result in differences in the market
estimates incorpor
r
ated in this analysis. These assumptions are inherently uncertain and as a result, actua
t
l results may differ
f
from simulated results due to factors such as timing, magnitude and fre
f quency of interest rate changes as well as changes in
market conditions, customer behavior, management strategies, and changes that vary s
r
ignificantly from the modeled
assumptions may have a significant effect on the Company's actua
t
l net interest income.
72

The table below presents the changes in net interest income that would occur in response to an instantaneous and sustained
increase or decrease (shock) in market interest rates based on a dynamic balance sheet. In addition, the table provides results
from additional scenarios in response to gradual, parallel changes (ramp) in market interest rates over twelve months. The
Company continues to evaluate the scenarios that are presented as interest rates change and will update these scenario
disclosures as appropr
a
iate.
Sensitivity of Net Int
I
er
t
est Inc
I
ome
Down 200
Down 100
Up 100
Up 200
(change in basis points f
t
ro
f
m Base)
Parallel Shock Scenario
(8.6)%
(4.7)%
5.4 %
10.9 %
Gradua
d
l Ramp Scenario
(5.8)
(3.0)
3.1
6.5
Earnings-at-Risk.
i
In addition, certain rate-sensitive non-interest income and expense items are also subject to market risk,
including mortgage banking and servicing income and ECR deposit costs. Mortgage originations and prepayments are sensitive
to interest rates and therefor
f
e, mortgage banking and servicing income can be impacted by volatility in interest rates. The
Company’s EaR simulation model expands on its net interest income simulation, as described above
a
, by incorporating these
non-interest income and expenses amounts to measure the impact of forecasted changes in interest rates on earnings (defin
f ed as
net interest income plus rate-sensitive non-interest income and expense). In the Company’s EaR simulation model as of
December 31, 2024, deposits eligible for ECRs re-price with a beta assumption of 76% to underlying market rate changes, and
total non-maturity deposits, inclusive of ECRs, re-price with a weighted average beta assumption of 64%. As a result of the
higher deposit betas on deposits eligible for ECRs, in the down simulation scenarios, the Company will benefit fro
f
m lower
deposit costs. In a shock down 100 basis points scenario, ECR related deposit costs would decrease 23% from the baseline
forecast over the next twelve months. At December 31, 2024, the Company’s earnings exposure for
f
the next twelve months
related to these hypothetical changes in market interest rates was within the Company’s current guidelines.
Economic Value of E
o
quity. The Company measures the impact of market interest rate changes on the NPV of estimated cash
flows fro
f
m its assets, liabi
a lities, and off-b
f
alance sheet items, defin
f ed as EVE, using a simulation model. The Company's
simulation model focuses on parallel interest rate shocks and takes into account assumptions related to loan prepayment trends
that are sourced using a combination of third-party prepayment models and internal historical experience, terminal maturity for
non-maturity deposits, decay attrition, and pricing sensitivity derived fro
f
m the Company's data and other internally-developed
analysis and models. These assumptions are reviewed at least annually and are adju
d sted periodically to reflect changes in
market conditions and the Company's balance sheet composition. As simulated model results are based on a number of
assumptions outlined above, including forecasted market conditions, actua
t
l amounts may differ significantly from the
projections set for
f
th below should market conditions vary from the underlying assumptions.
This simulation model assesses the changes in the market value of interest rate sensitive fin
f ancial instruments that would occur
in response to an instantaneous and sustained increase or decrease (shock) in market interest rates. The EVE and earnings
simulations reported as of December 31, 2024 incorporate model enhancements that suppor
u
t optionality for callabl
a e securities
and improve cash flo
f w proje
o ctions for struc
r
tured securities. These model enhancements decreased the Company’s asset
duration and improved EVE sensitivity to changes in interest rates. The Company continues to evaluate the scenarios that are
presented as interest rates change and will update these scenario disclosures as appropriate.
The fol
f lowing tabl
a e shows the Company's proje
o cted change in EVE for
f
this set of rate shocks at December 31, 2024:
Economic Value of E
o
quity
Interest Rate Scenario
Down 200
Down 100
Up 100
Up 200
(change in basis points f
t
ro
f
m Base)
% Change
3.6 %
2.9 %
(3.3)%
(6.4)%
At December 31, 2024, the Company's EVE exposure related to these hypothetical changes in market interest rates was within
the Company's current guidelines.
Derivative Cont
C
ra
t
cts.
t
In the normal course of business, the Company uses derivative instrum
r
ents to meet the needs of its
customers and manage exposure to flu
f ctua
t
tions in interest rates. For additional discussion on how derivatives in a hedging
relationship (fair value hedges) are used to manage the Company's interest rate risk, see "Note 15. Derivatives and Hedging
Activities" in Item 8 of this Form 10-K.
73

Item 8.
Financial Statements and Supplementary Data.
The Company's Consolidated Financial Statements and Suppl
u
ementary Data included in this Annual Report is immediately
following the Index to Consolidated Financial Statements page to this Annual Report.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
Report of Independent Registered Publ
u ic Accounting Firm (PCAOB ID: 49)
75
Consolidated Balance Sheets
78
Consolidated Income Statements
79
Consolidated Statements of Comprehensive Income
80
Consolidated Statements of Stockholders’ Equity
81
Consolidated Statements of Cash Flows
82
Notes to Consolidated Financial Statements
84
74

Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of Western Alliance Bancorporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Western Alliance Bancorporation and subs
u
idiaries (the
Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income,
stockholders’ equity and cash flo
f ws for each of the three years in the period ended December 31, 2024, and the related notes to
the consolidated financial statements (collectively, the fin
f ancial statements).
In our opinion, the fin
f ancial statements present fai
f rly, in all material respects, the fin
f ancial position of the Company as of
December 31, 2024 and 2023, and the results of its operations and its cash flows for
f
each of the three years in the period ended
December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Publ
u ic Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over fin
f ancial reporting as of December 31, 2024, based on criteria establ
a ished in
Internal Contro
t
l—In
—
tegrat
e
ed Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
in 2013, and our report, dated February 2
r
5, 2025, expressed an unqualified opinion on the effec
f
tiveness of the Company’s
internal control over fin
f ancial reporting.
Basis for
f
Opinion
These fin
f ancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting fir
f m registered with the PCAOB and are
required to be independent with respect to the Company in accordance with U.S. federal securities laws and the appl
a
icable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about
a
whether the financial statements are free of material misstatement, whether due
d
to
error or fra
f ud. Our audits included performing procedur
d
es to assess the risks of material misstatement of the financial
statements, whether due to error or fra
f ud, and performing procedures that respond to those risks. Such procedur
d
es included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the fin
f ancial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that
are material to the financial statements, and (2) involved our especially challenging, subj
u ective or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the fin
f ancial statements, taken as a whole, and
we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on
the accounts or disclosures to which they relate.
Allowance for
f
Credit Losses – Loans Held for
f
Investment
As described in Notes 1 and 4 to the financial statements, the Company’s allowance for
f
credit losses for
f
loans held for
f
investment and unfunded loan commitments totaled $373.8 million and $39.5 million as of December 31, 2024, respectively.
The allowance for
f
credit losses on loans held for investment and unfunded loan commitments is calculated under the expected
credit loss model and is an estimate of life-
f of-l
f oan losses for
f
the Company’s loans held for investment and unfunded loan
commitments.
The allowance for
f
credit losses for
f
loans held for
f
investment consists of an asset-specific component for estimating credit losses
for individual loans that do not share risk characteristics with other loans and a pooled component for estimating credit losses
for pools of loans that share similar risk characteristics. The allowance for
f
credit losses on unfunded loan commitments consists
of a pooled component for estimating credit losses for
f
pools of unfunded loan commitments that share similar risk
characteristics and includes consideration of the likelihood that estimated funding
f
levels will occur. The allowance for
f
the
pooled component for the allowance for
f
credit losses on loans held for investment and the allowance for
f
credit losses on
75

unfunde
f
d loan commitments is derived fro
f
m an estimate of expected credit losses primarily using an expected loss
methodology that incorporates risk parameters (probability of default, loss given default and exposure at defau
f
lt) which are
derived fro
f
m various vendor models, internally developed statistical models or nonstatistical estimation approa
a
ches.
The quantitative estimates of expected credit losses on loans held for investment and unfunded loan commitments derived from
the probability of default, loss given default and exposure at defau
f
lt are adjusted by management to incorporate consideration of
different probability weighted economic scenarios, current trends and conditions that are not captured in the quantitative credit
loss estimates through the use of qualitative and/or environmental fact
f
ors, which requires management to appl
a
y a significant
amount of judgment and involves a high degree of estimation.
We identified management’s adjustments to quantitative estimates of expected credit losses on loans held for investment and
unfunded loan commitments related to the incorporation of differe
f
nt probability weighted economic scenarios, current trends
and conditions as a critical audit matter because auditing management’s judgments involved a high degree of complexity and
auditor judgment given the high degree of subjectivity exercised by management in developing the adjustments.
Our audit procedur
d
es related to management’s adjustments to quantitative estimates of expected credit losses on loans held for
investment and unfunded loan commitments related to the incorpor
r
ation of differe
f
nt probability weighted economic scenarios,
current trends and conditions included the following, among others:
•
We obtained an understanding of the relevant controls related to management’s adjustments to quantitative estimates
of expected credit losses on loans held for investment and unfunde
f
d loan commitments related to the incorporation of
different probability weighted economic scenarios, current trends and conditions and tested such controls for de
f
sign
and operating effectiveness.
•
We evaluated the appr
a
opriateness of management’s adju
d stments to quantitative estimates of expected credit losses on
loans held for
f
investment and unfunde
f
d loan commitments related to the incorporation of differe
f
nt probability
weighted economic scenarios, current trends and conditions by performing the following procedur
d
es:
◦
We tested the completeness and accuracy of the data used by management to determine management’s
adju
d stments to quantitative estimates of expected credit losses on loans held for investment and unfunded loan
commitments related to the incorporation of differe
f
nt probability weighted economic scenarios, current trends
and conditions.
◦
We evaluated management’s considerations of data utilized as a basis for
f
management’s adju
d stments to
quantitative estimates of expected credit losses on loans held for investment and unfunded loan commitments
related to the incorporation of differe
f
nt probability weighted economic scenarios, current trends and
conditions.
◦
We evaluated management’s support of adjustments to quantitative estimates of expected credit losses on
loans held for
f
investment and unfunded loan commitments related to the incorporation of differe
f
nt probability
weighted economic scenarios, current trends and conditions.
◦
We agreed management’s adju
d stments to quantitative estimates of expected credit losses on loans held for
investment and unfunde
f
d loan commitments related to the incorporation of differe
f
nt probability weighted
economic scenarios, current trends and conditions to the allowance for credit losses on loans held for
investment and unfunde
f
d loan commitments calculations.
Valuation of Mortgage Servicing Rights
As described in Notes 1 and 5 to the financial statements, the Company’s mortgage servicing rights totaled $1,127 million as of
December 31, 2024. When the Company sells mortgage loans in the secondary market and retains the right to service these
loans, a servicing right asset is capitalized at the time of sale when the benefits of servicing are deemed to be greater than
adequate compensation for pe
f
rforming the servicing activities. Mortgage servicing rights represent the then-current fair value of
future net cash flo
f ws expected to be realized from performing servicing activities. The Company has elected to subs
u
equently
measure mortgage servicing rights at fai
f r value. The Company estimates the fair value of mortgage servicing rights using a
discounted cash flo
f w model that incorporates assumptions that market participants would use in estimating the fair value of
servicing rights, including, but not limited to, option adjusted spread, conditional prepayment rate and cost to service.
We identified the option adjusted spread and conditional prepayment rate assumptions used in the valuation of mortgage
servicing rights as a critical audit matter due
d
to the significant judgement required by management in determining these
assumptions. Auditing these assumptions involved a high degree of auditor judgement and increased audit effort as there was
76

limited observable market infor
f
mation and the calculated fai
f r value of the mortgage servicing rights is sensitive to changes in
these key assumptions.
Our audit procedur
d
es related to the valuation of mortgage servicing rights as of December 31, 2024 included, among others,
testing management’s process for determining the fair value, including:
•
We obtained an understanding of the relevant controls related to the establ
a ishment of the option adjusted spread and
conditional prepayment assumptions used in the valuation of mortgage servicing rights and tested such controls for
f
design and operating effectiveness.
•
We evaluated the appr
a
opriateness of the valuation model and methodology.
•
We tested the completeness and accuracy of the data used in the model.
•
We utilized internal valuation specialists to assist with evaluating the reasonableness of the option adjusted spread and
conditional prepayment rate assumptions by considering the consistency with availabl
a e external market and industry
data.
/s/ RSM US LLP
We have served as the Company’s auditor since 1994.
Austin, Texas
Februa
r
ry 25, 2025
77

WESTERN ALLIANCE BANCORPORAT
R
ION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
sets:
Cash and due
d
from banks
$
320
$
276
Interest bearing deposits in other fin
f ancial institutions
3,776
1,300
Cash and cash equivalents
4,096
1,576
Investment securities - AFS, at fair value; amortized cost of $14,178 and $11,849 at December 31, 2024 and
2023, respectively (ACL of $0.4 and $1.4 at December 31, 2024 and 2023, respectively)
13,468
11,165
Investment securities - HTM, at amortized cost and net of allowance for credit losses of $16.4 and $7.8 (fair
value of $1,309 and $1,251) at December 31, 2024 and 2023, respectively
1,510
1,421
Investment securities - equity
117
126
Investments in restricted stock, at cost
232
281
Loans HFS
2,286
1,402
Loans HFI, net of deferred fees an
f
d costs
53,676
50,297
Less: allowance for
f
credit losses
(374)
(337)
Net loans held for investment
53,302
49,960
Mortgage servicing rights
1,127
1,124
Premises and equipment, net
361
339
Operating lease right of use asset
128
145
Bank owned life i
f
nsurance
1,011
186
Goodwill and intangible assets, net
659
669
Deferred tax assets, net
281
287
Investments in LIHTC and renewable energy
606
573
Other assets
1,750
1,608
Total assets
$
80,934
$
70,862
Liabilities:
Deposits:
Non-interest bearing
$
18,846
$
14,520
Interest bearing
47,495
40,813
Total deposits
66,341
55,333
Other borrowings
5,573
7,230
Qualifying debt
f
899
895
Operating lease liabi
a lity
159
179
Other liabi
a lities
1,255
1,147
Total liabi
a lities
74,227
64,784
Commitments and contingencies (Note 18)
Stockholders’ equity:
Preferred stock (par value $0.0001; 20,000,000 authorized; 30,000 shares (12,000,000 depositary shares)
issued and outstanding and liquidation value per depositary share of $25 at December 31, 2024 and 2023)
295
295
Common stock (par value $0.0001; 200,000,000 authorized; 112,897,807 and 112,169,523 shares issued at
December 31, 2024 and 2023, respectively) and additional paid in capital
2,245
2,197
Treasury s
r
tock, at cost (2,845,201 and 2,703,218 shares at December 31, 2024 and 2023, respectively)
(125)
(116)
Accumulated other comprehensive loss
(534)
(513)
Retained earnings
4,826
4,215
Total stockholders’ equity
6,707
6,078
Total liabi
a lities and stockholders’ equity
$
80,934
$
70,862
December 31,
2024
2023
(in millions,
except shares and per share amounts)
t
See accompanying Notes to Consolidated Financial Statements.
78

WESTERN ALLIANCE BANCORPORAT
R
ION AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
terest income:
Loans, including fees
$
3,629.1
$
3,409.7
$
2,393.4
Investment securities
703.6
459.9
265.6
Dividends and other
208.4
165.7
32.8
Total interest income
4,541.1
4,035.3
2,691.8
Interest expense:
Deposits
1,600.2
1,142.6
276.4
Qualifying debt
f
38.0
37.9
35.0
Other borrowings
284.0
515.9
164.1
Total interest expense
1,922.2
1,696.4
475.5
Net interest income
2,618.9
2,338.9
2,216.3
Provision for credit losses
145.9
62.6
68.1
Net interest income after provision for credit losses
2,473.0
2,276.3
2,148.2
Non-interest income:
Service charges and loan fees
f
96.0
101.0
49.5
Net gain on loan origination and sale activities
206.3
193.5
104.0
Net loan servicing revenue
121.5
102.3
130.9
Income from equity investments
38.2
15.7
17.8
Income from bank owned life i
f
nsurance
27.8
4.5
4.6
Gain (loss) on sales of investment securities
17.4
(40.8)
6.8
Fair value gain (loss) adju
d stments, net
7.5
(116.0)
(28.6)
Other income
28.5
20.5
39.6
Total non-interest income
543.2
280.7
324.6
Non-interest expense:
Salaries and employee benefits
f
631.1
566.3
539.5
Deposit costs
693.2
436.7
165.8
Insurance
164.8
190.4
31.1
Data processing
149.7
122.0
83.0
Legal, profes
f
sional, and directors' fees
109.4
107.2
99.9
Occupancy
u
73.1
65.6
55.5
Loan servicing expenses
68.1
58.8
55.5
Business development and marketing
32.7
21.8
22.1
Loan acquisition and origination expenses
21.5
20.4
23.1
Gain on extinguishment of debt
—
(52.7)
—
Other expense
81.4
86.9
81.2
Total non-interest expense
2,025.0
1,623.4
1,156.7
Income before provision for
f
income taxes
991.2
933.6
1,316.1
Income tax expense
203.5
211.2
258.8
Net income
787.7
722.4
1,057.3
Dividends on preferred stock
12.8
12.8
12.8
Net income available to common stockholders
$
774.9
$
709.6
$
1,044.5
Year Ended December 31,
2024
2023
2022
(in millions, excep
e
t per share amounts)
t
rnings per share:
Basic
$
7.14
$
6.55
$
9.74
Diluted
7.09
6.54
9.70
Weighted average number of common shares outstanding:
Basic
108.6
108.3
107.2
Diluted
109.3
108.5
107.6
Dividends declared per common share
$
1.49
$
1.45
$
1.42
See accompanying Notes to Consolidated Financial Statements.
79

WESTERN ALLIANCE BANCORPORAT
R
ION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income
$
787.7
$
722.4
$
1,057.3
Other comprehensive income (loss), net:
Unrealized (loss) gain on AFS securities, net of tax effe
f ct of $0.9, $(41.4), and $225.3,
respectively
(5.1)
116.9
(674.9)
Unrealized loss on SERP, net of tax effect of $0.0, $—, and $0.0, respectively
(0.1)
—
—
Unrealized (loss) gain on junior subordina
u
ted debt, net of tax effe
f ct of $0.5, $0.1, and
$(1.2), respectively
(1.4)
(0.2)
3.7
Realized (gain) loss on sale of AFS securities included in income, net of tax effe
f ct of
$4.4, $(10.2), and $1.9, respectively
(13.0)
30.2
(5.5)
Impairment of AFS securities included in income, net of tax effe
f ct of $0.4, $(0.4), and
$0.0 respectively
(1.2)
1.2
—
Net other comprehensive (loss) income
(20.8)
148.1
(676.7)
Comprehensive income
$
766.9
$
870.5
$
380.6
Year Ended December 31,
2024
2023
2022
(in millions)
See accompanying Notes to Consolidated Financial Statements.
80

WESTERN ALLIANCE BANCORPORAT
R
ION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Prefer
f
red Stock
Common Stock
Additional
Paid in
Capital
Treasury
Stock
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Earnings
Total
Stockholders’
Equity
Shares
Amount
Shares
Amount
(in millions)
Balance, December 31, 2021
12.0
$ 294.5
106.6
$
—
$
1,966.2
$
(86.8)
$
15.7
$
2,773.0
$
4,962.6
Net income
—
—
—
—
—
—
—
1,057.3
1,057.3
Restricted stock, performance
stock units, and other grants, net
—
—
0.6
—
39.8
—
—
—
39.8
Restricted stock surrendered (1)
—
—
(0.2)
—
—
(18.5)
—
—
(18.5)
Common stock issuance, net
—
—
1.9
—
157.7
—
—
—
157.7
Dividends paid to preferred
stockholders
—
—
—
—
—
—
—
(12.8)
(12.8)
Dividends paid to common
stockholders
—
—
—
—
—
—
—
(153.4)
(153.4)
Other comprehensive loss, net
—
—
—
—
—
—
(676.7)
—
(676.7)
Balance, December 31, 2022
12.0
$ 294.5
108.9
$
—
$
2,163.7
$ (105.3)
$
(661.0)
$
3,664.1
$
5,356.0
Net income
—
—
—
—
—
—
—
722.4
722.4
Restricted stock, performance
stock unit, and other grants, net
—
—
0.7
—
34.4
—
—
—
34.4
Restricted stock surrendered (1)
—
—
(0.2)
—
—
(11.0)
—
—
(11.0)
Dividends paid to preferred
stockholders
—
—
—
—
—
—
—
(12.8)
(12.8)
Dividends paid to common
stockholders
—
—
—
—
—
—
—
(158.7)
(158.7)
Other comprehensive income, net
—
—
—
—
—
—
148.1
—
148.1
Balance, December 31, 2023
12.0
$ 294.5
109.4
$
—
$
2,198.1
$ (116.3)
$
(512.9)
$
4,215.0
$
6,078.4
Net income
—
—
—
—
—
—
—
787.7
787.7
Restricted stock, perfor
f
mance
stock unit, and other grants, net
—
—
0.7
—
47.7
—
—
—
47.7
Restricted stock surrendered (1)
—
—
(0.1)
—
—
(8.7)
—
—
(8.7)
Dividends paid to preferred
stockholders
—
—
—
—
—
—
—
(12.8)
(12.8)
Dividends paid to common
stockholders
—
—
—
—
—
—
—
(164.0)
(164.0)
Other comprehensive loss, net
—
—
—
—
—
—
(20.8)
—
(20.8)
Balance, December 31, 2024
12.0
$ 294.5
110.0
$
—
$
2,245.8
$ (125.0)
$
(533.7)
$
4,825.9
$
6,707.5
(1)
Share amounts represent treasury s
r
hares, see "Note 1. Summary of Significant Accounting Policies" for fur
f
ther discussion.
See accompanying Notes to Consolidated Financial Statements.
81

WESTERN ALLIANCE BANCORPORAT
R
ION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows fro
f
m operating activities:
Net income
$
787.7
$
722.4
$
1,057.3
Adju
d
stments to reconcile net income to net cash (used in) provided by operating activities:
Provision for credit losses
145.9
62.6
68.1
Depreciation and amortization
94.4
63.0
52.4
Stock-based compensation
47.7
34.3
39.8
Deferred income taxes
12.4
(24.9)
(68.6)
Amortization of net discounts for
f
investment securities
(207.3)
(84.0)
21.1
Amortization of tax credit investments
75.2
64.3
63.2
Amortization of operating lease right of use asset
24.1
23.5
22.2
Amortization of net deferred loan fees an
f
d net purchase premiums
(85.6)
(84.0)
(73.6)
Purchases and originations of loans HFS
(48,667.3)
(42,720.9)
(45,407.0)
Proceeds fro
f
m sales and payments on loans HFS
45,752.4
42,168.1
47,285.0
Mortgage servicing rights capitalized upon sale of mortgage loans
(922.8)
(864.5)
(719.7)
Net losses (gains) on:
Change in fair value of loans HFS, mortgage servicing rights, and related
derivatives
(9.4)
87.8
(73.9)
Fair value adjustments
(16.3)
122.0
22.3
Sale of investment securities
(17.4)
40.8
(6.8)
Extinguishment of debt
—
(52.7)
—
Other
(20.6)
(1.1)
2.2
Other assets and liabi
a lities, net
264.9
114.7
(38.7)
Net cash (used in) provided by operating activities
$
(2,742.0)
$
(328.6)
$
2,245.3
Cash flows fro
f
m investing activities:
Investment securities - AFS
Purchases
$
(16,789.7)
$
(15,144.7)
$
(2,396.3)
Principal pay downs and matur
t
ities
10,306.1
10,036.3
604.2
Proceeds fro
f
m sales
4,525.3
1,532.6
177.0
Investment securities - HTM
Purchases
(131.5)
(201.6)
(281.9)
Principal pay downs and matur
t
ities
33.8
62.1
100.6
Equity securities carried at fair value
Purchases
(0.7)
(0.6)
(36.2)
Redemptions
15.0
9.0
6.9
Proceeds fro
f
m sales
—
1.5
14.1
Proceeds fro
f
m sale of mortgage servicing rights and related holdbacks, net
908.3
798.2
391.9
Purchase of other investments
(135.5)
(245.1)
(346.6)
Proceeds fro
f
m bank owned life i
f
nsurance, net
1.7
0.7
—
Net (increase) decrease in loans HFI
(3,816.0)
1,106.8
(11,172.8)
Purchase of premises, equipment, and other assets, net
(83.8)
(114.3)
(141.0)
Purchase of bank owned life i
f
nsurance
(800.0)
—
—
Cash consideration paid for
f
acquisitions, net of cash acquired
—
—
(50.0)
Net cash used in investing activities
$
(5,967.0)
$
(2,159.1)
$
(13,130.1)
December 31,
2024
2023
2022
(in millions)
82

Cash flows fro
f
m fin
f
ancing activities:
Net increase in deposits
$
11,002.0
$
1,688.9
$
6,032.1
Net proceeds fro
f
m issuance of long-term debt
3,000.0
9.9
578.4
Payments on long-term debt
(1,025.7)
(818.1)
(30.7)
Net (decrease) increase in short-term borrowings
(1,562.4)
2,341.3
4,859.0
Net proceeds fro
f
m repurchase obligations
—
2,661.8
—
Payments on repurchase obligations
—
(2,681.0)
—
Cash paid for tax withholding on vested restricted stock and other
(8.7)
(11.0)
(18.5)
Cash dividends paid on common and preferred stock
(176.8)
(171.5)
(166.2)
Proceeds fro
f
m issuance of common stock, net
0.1
0.1
157.7
Net cash provided by fin
f
ancing activities
$
11,228.5
$
3,020.4
$
11,411.8
Net increase in cash and cash equivalents
2,519.5
532.7
527.0
Cash, cash equivalents, and restricted cash at beginning of period
1,576.1
1,043.4
516.4
Cash, cash equivalents, and restricted cash at end of period
$
4,095.6
$
1,576.1
$
1,043.4
Supplemental disclosure:
Cash paid during the period for:
Interest
$
1,941.6
$
1,581.0
$
452.9
Income taxes, net
1.3
63.6
197.6
Non-cash activities:
Net increase in unfunded commitments and obligations
$
111.4
$
77.1
$
259.3
Transfer
f s of securitized loans HFS to AFS securities
123.0
276.5
205.0
Transfer
f
of EBO loans previously classified as HFS to HFI
—
—
1,638.1
Transfer
f s of loans HFI to HFS, net of fai
f r value loss adju
d stment (1)
267.2
6,646.8
—
Transfer
f s of loans HFS to HFI, at amortized cost
2.5
2,357.2
780.0
Transfer
f s of mortgage-backed securities in settlement of secured borrowings
2,090.4
557.3
610.5
December 31,
2024
2023
2022
(in millions)
(1)
Activity for years ended December 31, 2024 and 2023 excludes $461.3 million and $531.6 million, respectively, of loans transferred with an
original designation of HFS, whose sales activity was classified as operating cash flo
f ws.
See accompanying Notes to Consolidated Financial Statements.
83

WESTERN ALLIANCE BANCORPORAT
R
ION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of operations
WAL is a bank holding company headquartered in Phoenix, Arizona, incorporated under the laws of the state of Delaware.
WAL provides a full spectrum
r
of customized loan, deposit and treasury m
r
anagement capabilities, including funds transfer
f
and
other digital payment offeri
f
ngs through its wholly-owned banking subs
u
idiary, WAB, together with its banking divisions: ABA,
BON, FIB, Bridge, and TPB.
The Company also serves business customers through a national platfor
f
m of specialized financial services, including mortgage
banking services through AmeriHome and digital payment services for the class action legal industry.
r
In addition, the Company
has the following non-bank subs
u
idiaries: CSI, a captive insurance company for
f
med and licensed under the laws of the state of
Arizona and established as part of the Company's overall enterprise risk management strategy, and WATC, which provides
corporate trust services and levered loan administration solutions.
Basis of presentation
The accounting and reporting policies of the Company are in accordance with GAAP and conform to practices within the
financial services industry.
r
The accounts of the Company and its consolidated subs
u
idiaries are included in the Consolidated
Financial Statements.
Recent accounting pronouncements
Disa
i
ggregation of I
o
ncom
I
e State
S
ment Expens
x
es
In November 2024, the FASB issued guidance within ASU 2024-03, Income Statement—Re
—
por
e
ting Comprehensive Incom
I
e—
Expens
x
e Disaggregation Disclosures (Topi
T
c 220). The amendments in this update require disclosure, in the notes to financial
statements, of specified information about
a
certain costs and expenses. Entities will be required to disclose the amounts of
employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. The upda
u
te
also requires entities to include certain amounts that are already required to be disclosed under current GAAP in the same
disclosure as the other disaggregation requirements, disclose a qualitative description of the amounts remaining in relevant
expense captions that are not separately disaggregated quantitatively, and disclose the total amount of selling expenses and, in
annual reporting periods, an entity’s definition of selling expenses.
The amendments in this update are effective for
f
fiscal years beginning afte
f r December 15, 2026 and interim periods within
fiscal years beginning afte
f r December 15, 2027 and may be applied on a prospective or retrospective basis. The Company is
currently evaluating the impact these amendments will have on its Consolidated Financial Statements.
Improv
m
ements to Income Tax D
a
isclosures
In December 2023, the FASB issued guidance within ASU 2023-09, Income Taxe
a
s (To
(
pi
o c 740). The amendments in this update
are intended to increase visibility into various income tax components that affect the reconciliation of the effe
f ctive tax rate to
the statutory rate, as well as the qualitative and quantitative aspects of those components. Publ
u ic business entities will be
required to disclose on an annual basis, specific categories in the rate reconciliation and provide additional inform
f
ation for
f
reconciling items that meet or exceed a fiv
f e percent threshold (computed by multiplying pretax income by the applicable
statutor
t
y i
r
ncome tax rate) and include disclosure of state and local jurisdictions that make up the majority of the state and local
income tax category i
r
n the rate reconciliation. Additional disclosure items include disaggregation of income taxes paid to and
income tax expense fro
f
m fed
f
eral, state, and foreign jurisdictions as well as disaggregation of income taxes paid to individual
jurisdictions in which income taxes paid are equal to or greater than five percent of total income taxes paid.
The amendments in this update are effective for
f
fiscal years beginning afte
f r December 15, 2024 and interim periods within
fiscal years beginning afte
f r December 15, 2025 and may be applied on a prospective or retrospective basis. The Company is
currently evaluating the impact these amendments will have on its Consolidated Financial Statements.
84

Accounting for and
f
Disc
i
losure of Cryp
r
to Assets
In December 2023, the FASB issued guidance within ASU 2023-08, Intangibles — Goodwill and Othe
t
r — Cry
C
pt
y o Assets
(Topi
T
c 350). The amendments in this update require entities that hold certain crypt
r
o assets to measure such assets at fair value
and recognize any changes in fai
f r value in net income in each reporting period. Entities will also be required to present cryp
r
to
assets measured at fair value separately fro
f
m other intangible assets on the balance sheet and changes fro
f
m the remeasurement
of crypt
r
o assets separately from changes in the carrying amounts of other intangible assets in the income statement. Other
disclosure items include the name, cost basis, fair value, and number of units for each significant crypto asset holding and the
aggregate fai
f r values and cost bases of crypto asset holdings that are not individually significant along with a rollfor
f
ward of
activity in the reporting period and disclosure of the method for determining the cost basis of the crypt
r
o assets.
The amendments in this update are effective for
f
fiscal years beginning afte
f r December 15, 2024, including interim periods
within those fis
f cal years and are appl
a
ied through a cumulative-effe
f ct adju
d stment to the opening balance of retained earnings (as
of the beginning of the annual reporting period of adoption). Although the Company has digital payment offeri
f
ngs, it does not
currently hold any crypt
r
o assets meeting the criteria outlined in the update. Accordingly, the adoption of this guidance will not
have an impact on the Company's Consolidated Financial Statements.
Recently adopted accounting guidance
Improv
m
ements to Repor
e
table Seg
S
me
g
nt Disc
i
losures
In November 2023, the FASB issued guidance within ASU 2023-07, Segment Reporting (To
(
pi
o c 280). The amendments in this
update are intended to improve reportabl
a e segment disclosure requirements, primarily through enhanced disclosures related to
significant segment expenses. The amendments did not change how an entity identifies its operating segments, aggregates those
operating segments, or applies the quantitative thresholds to determine its reportabl
a e segments, and all existing segment
disclosure requirements in ASC 280 and other Codification topics remain unchanged. The amendments in this update are
incremental and require public entities that report segment information to disclose, on an annual and interim basis, significant
segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure
of segment profit or loss as well as other segment items. Annual disclosure of the title and position of the chief operating
decision maker and how the reported measures of segment profit or loss are used to assess performance and allocation of
resources is also required.
The Company adopted this guidance beginning with the annual period ending December 31, 2024 and appl
a
ied these updates on
a retrospective basis. Upon adoption, the Company provided additional expense detail within its segment disclosures and there
was no impact on the Company's fin
f ancial position or results of operations.
Accounting for
f
Investme
t
nts i
t
n Tax
T
Credit Stru
t
ctures Using the
t
Proportional Amortization Met
M hod
t
In March 2023, the FASB issued guidance within ASU 2023-02, Investments — Equity Method and Joint Ven
V
tures (To
(
pi
o c 323).
The amendments in this update permit entities to elect to account for tax equity investments, regardless of the tax credit
program from which the income tax credits are received, using the proportional amortization method if certain conditions are
met. Previously this option was only permitted for
f
LIHTC investments. Additionally, the amendments in this update require all
tax equity investments accounted for using the proportional amortization method to apply the delayed equity contribution
guidance in Subtopic 323-740 and disclosure of the nature of an entity's tax equity investments and their effect on an entity's
financial position and results of operations.
The Company adopted this accounting guidance prospectively on January 1, 2024. The adoption of this guidance did not have a
material impact on the Company's Consolidated Financial Statements.
Use of estimates
The preparation of fin
f ancial statements in conformity with GAAP requires management to make estimates and assumptions that
affe
f ct the reported amounts of assets and liabi
a lities and disclosures of contingent assets and liabi
a lities at the date of the fin
f ancial
statements and the reported amounts of revenues and expenses during the reporting period. Management's estimates and
judgments are ongoing and are based on experience, current and expected future conditions, third-party evaluations and various
other assumptions that management believes are reasonable under the circumstances. The results of these estimates form
f
the
basis for
f
making judgments about the carrying values of assets and liabi
a lities, as well as identifying
f
and assessing the
accounting treatment with respect to commitments and contingencies. Actual results may diffe
f r fro
f
m those estimates and
assumptions used in the Consolidated Financial Statements and related notes. Material estimates susceptible to significant
changes in the near term, relate to: 1) the determination of the ACL; 2) certain assets and liabi
a lities carried at fair value; and 3)
accounting for
f
income taxes.
85

Principles of consolidation
As of December 31, 2024, WAL has the fol
f lowing significant wholly-owned subs
u
idiaries: WAB and eight unconsolidated
subs
u
idiaries used as business trusts in connection with the issuance of trus
r
t-preferred securities.
WAB has the fol
f lowing significant wholly-owned subs
u
idiaries: 1) WABT, which holds certain investment securities, municipal
and nonprofit lo
f
ans, and leases; 2) WA PWI, which holds interests in certain limited partnerships invested primarily in low
income housing tax credits and small business investment corporations; 3) BW Real Estate, Inc., which operates as a real estate
investment trus
r
t and holds certain of WAB's real estate loans and related securities; 4) Helios Prime, which holds interests in
certain limited partnerships invested in renewabl
a e energy proje
o cts; and 5) Western Finance Company, which purchases and
originates equipment fin
f ance leases and provides mortgage banking services through its wholly-owned subs
u
idiary, AmeriHome.
The Company does not have any other significant entities that should be consolidated. All significant intercompany balances
and transactions have been eliminated in consolidation.
Reclassifications
Certain amounts in the Consolidated Income Statements and Note 4. Loans, Leases and Allowance for
f
Credit Losses for
f
the
prior periods have been reclassified to confor
f
m to the current presentation. The reclassifications had no effect on net income or
stockholders’ equity as previously reported.
Cash and cash equivalents
For purpos
r
es of reporting cash flo
f ws, cash and cash equivalents include cash on hand, amounts due
d
from banks (including cash
items in process of clearing), interest-bearing balances due from correspondent banks and the FRB, and federal
f
funds sold.
Business combinations
Business combinations are accounted for under the acquisition method of accounting in accordance with ASC 805, Business
Combinations. Under the acquisition method, the acquiring entity in a business combination recognizes all of the acquired
assets and assumed liabi
a lities at their estimated fai
f r values as of the date of acquisition. Any excess of the purchase price over
the fai
f r value of net assets and other identifiabl
a e intangible assets acquired is recorded as goodwill. To the extent the fair value
of net assets acquired, including identified intangible assets, exceeds the purchase price, a bargain purchase gain is recognized.
Assets acquired and liabi
a lities assumed fro
f
m contingencies are also recognized at fair value if the fair value can be determined
during the measurement period, which is no more than one year from the acquisition date. Results of operations of an acquired
business are included in the Consolidated Income Statement fro
f
m the date of acquisition. Acquisition-related costs, including
conversion and restructur
t
ing charges, are expensed as incurred.
Investment securities
Investment securities include debt and equity securities. Debt securities may be classified as HTM, AFS, or trading. The
appropriate classification is initially decided at the time of purchase.
Securities classified as HTM are those debt securities the Company has both the intent and abi
a lity to hold to maturi
t
ty regardless
of changes in market conditions, liquidity needs, or general economic conditions. HTM securities are carried at amortized cost.
The sale of an HTM security within three months of its maturity date or afte
f r the majority of the principal outstanding has been
collected is considered a matur
t
ity for purpos
r
es of classification and disclosure.
Securities classified as AFS are debt securities the Company intends to hold for
f
an indefinite period of time, but not necessarily
to maturity. AFS securities are carried at their estimated fair value, with unrealized holding gains and losses reported in OCI,
net of tax. Any decision to sell a security classified as AFS would be based on various factors, including significant movements
in interest rates or market conditions, changes in the maturity mix of the Company’s assets and liabi
a lities, liquidity needs,
decline in credit quality, and regulatory c
r
apital considerations. When AFS debt securities are sold, the unrealized gains or losses
are reclassified from OCI to non-interest income.
Trading securities are debt securities bought and held principally for the purpose of selling them in the near term and therefore
only held for
f
a short period of time. Trading securities are carried at their estimated fai
f r value, with changes in fai
f r value
reported in earnings as non-interest income.
Equity securities are carried at their estimated fai
f r value, with changes in fai
f r value reported in earnings as non-interest income.
Interest income is recognized based on the coupon rate. For HTM and AFS securities, interest income also includes the
amortization of purchase premiums and the accretion of purchase discounts. Premiums and discounts on investment securities
86

are generally amortized or accreted over the contractua
t
l life o
f
f the security using the interest method. For the Company's
mortgage-backed securities, amortization or accretion of premiums or discounts are adju
d sted for anticipated prepayments. Gains
and losses on the sale of investment securities are recorded on the trade date and determined using the specific identification
method.
A debt security is placed on nonaccrua
r
l status at the time its principal or interest payments become 90 days past due. Interest
accrued but not received for
f
a security placed on nonaccrua
r
l is reversed through interest income.
Allowance for
f
credit losses on investment securities
The credit loss model under ASC 326-20, applicable to HTM debt securities, requires recognition of lifet
f ime expected credit
losses through an allowance account at the time the security is purchased. The Company measures expected credit losses on its
HTM debt securities on a collective basis by majo
a r security type. The Company's HTM securities portfol
f io consists of low
income housing tax-exempt bonds and private labe
a
l residential MBS. Low income housing tax-exempt bonds share similar risk
characteristics with the Company's CRE, non-owner occupi
u ed or construc
r
tion and land loan pools, given the similarity in
underlying assets or collateral. Accordingly, expected credit losses on HTM securities are estimated using the same models and
approaches as these loan pools, which utilize risk parameters (PD, LGD and EAD) in the measurement of expected credit
losses. The historical data used to estimate probability of defau
f
lt and severity of loss in the event of default is derived or
obtained fro
f
m internal and external sources and adjusted for
f
the expected effe
f cts of reasonable and suppor
u
tabl
a e fore
f
casts over
the expected lives of the securities. Accrue
r
d interest receivable on HTM securities, which is included in Other assets on the
Consolidated Balance Sheet, is excluded fro
f
m the estimate of expected credit losses.
The credit loss model under ASC 326-30, applicable to AFS debt securities, requires recognition of credit losses through an
allowance account with credit losses recognized once securities become impaired. For AFS debt securities, a decline in fair
f
value due
d
to credit loss results in recognition of an ACL. Impairment may result from credit deterioration of the issuer or
collateral underlying the security. An assessment to determine whether a decline in fai
f r value resulted fro
f
m a credit loss is
performed at the individual security level. Among other fac
f
tors, the Company considers: 1) the extent to which the fai
f r value is
less than the amortized cost basis; 2) the fin
f ancial condition and near term prospects of the issuer, including consideration of
relevant financial metrics or ratios of the issuer; 3) any adverse conditions related to an industry o
r
r geographic area of an issuer;
4) any changes to the rating of the security by a rating agency; and 5) any past due principal or interest payments fro
f
m the
issuer. If an assessment of the above
a
factors indicates a credit loss exists, the Company records an ACL for the excess of the
amortized cost basis over the present value of cash flo
f ws expected to be collected, limited to the amount that the security's fair
f
value is less than its amortized cost basis. Subs
u
equent changes in the ACL are recorded as a provision for (or recovery of) c
f
redit
loss expense. Interest accrua
r
ls and amortization and accretion of premiums and discounts are suspended and any unpaid accrued
r
interest is reversed when a credit loss is recognized in earnings. Any interest received after the security has been placed on
nonaccrua
r
l status is recognized on a cash basis. Accrue
r
d interest receivable on AFS debt securities, which is included in Other
assets on the Consolidated Balance Sheet, is excluded fro
f
m the estimate of expected credit losses.
For each AFS security in an unrealized loss position, the Company also considers: 1) its intent to hold the security until
anticipated recovery of the security's fair value; and 2) whether it is more-likely-than not the Company would be required to sell
the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the
debt security is written down to its fair value. At such time, any unrealized holding losses recorded in AOCI are reversed and
the write-down is charged against the ACL with any incremental impairment recorded in earnings.
Charge-offs are made through reversal of the ACL and a direct charge to the amortized cost basis of the AFS security. The
Company considers the following events to be indicators that a charge-off should be taken: 1) bankruptcy of the issuer; 2)
significant adverse event(s) affecting the issuer in which it is improbable for
f
the issuer to make its remaining payments on the
security; and 3) significant loss of value of the underlying collateral behind a security. Recoveries on debt securities, if any, are
recorded in the period received.
Restricted stock
WAB is a member of the Federal Reserve System and, as part of its membership, is required to maintain stock in the FRB in a
specified ratio to its capi
a tal. In addition, WAB is a member of the FHLB system and, accordingly, maintains an investment in
the capital stock of the FHLB based on the borrowing capacity used. These investments are considered equity securities with no
actively traded market. Therefor
f
e, the shares are considered restricted investment securities. These investments are carried at
cost, which is equal to the value at which they may be redeemed. Dividend income received fro
f
m the stock is reported in
interest income. The Company conducts a periodic review and evaluation of its restricted stock to determine if any impairment
exists. No impairment has been recorded to date.
87

Loans held for
f
sale
The Company's loans HFS primarily consist of purchased and originated 1-4 family residential mortgage loans to be sold or
securitized through its mortgage banking business. These loans are reported at either fair value, or the lower of cost or fair
value, depending on the acquisition source, as further described below.
The Company has generally elected to record loans purchased from correspondent sellers or originated directly to consumers at
fair value to more timely reflect the Company's performance. The Company may also elect to record certain delinquent loans
repurchased under the terms of the GNMA MBS program, referred to as EBO loans, at fair value. Changes in fai
f r value of loans
HFS are reported in current period income as a component of Net gain on loan origination and sale activities in the
Consolidated Income Statement. Alternatively, loans repurchased from investors are generally reported at the lower of cost or
fair value. For these repurchased loans, the amount by which cost exceeds fai
f r value is accounted for as a valuation allowance
and any changes in the valuation allowance are included in Net gain on loan origination and sale activities in the Consolidated
Income Statement.
The Company recognizes a transfer
f
of loans as a sale when it surrenders control over the transfer
f red loans. Control is
considered to be surrendered when the transfer
f red loans have been legally isolated from the Company, the transferee has the
right (free of conditions that constrain it fro
f
m taking advantage of that right) to pledge or exchange the transferred loans, and
the Company does not maintain effe
f ctive control over the transfer
f red loans through either an agreement that entitles or obligates
the Company to repurchase or redeem the loans before their matur
t
ity or the abi
a lity to unilaterally cause the holder to return
t
loans. If the transfer of loans qualifies as a sale, the Company derecognizes such loans. If the transfer of loans does not qualify
as a sale, the proceeds fro
f
m the transfer ar
f
e accounted for as secured borrowings.
Loan acquisition and origination fees
f
on loans HFS consist of fee
f
s earned by the Company for pur
f
chasing and originating loans
and are recognized at the time the loans are purchased or originated. These fees generally represent flat,
f
per loan fee
f
amounts
and are included as Net gain on loan origination and sale activities in the Consolidated Income Statement.
Recognition of interest income on non-government guaranteed or uninsured loans HFS is suspended and accrue
r
d unpaid
interest receivable is reversed through interest income when loans become 90 days delinquent or when recovery of income and
principal becomes doubtful. Loans retur
t
n to accrua
r
l status when the principal and interest become current and it is probable the
amounts are ful
f ly collectible. For government guaranteed or insured loans HFS that are 90 days delinquent, the Company
generally continues to recognize interest income at a rate between the debenture and notes rates, as adju
d sted for probability of
default, for FHA loans and at the note rate for
f
VA and USDA loans, less estimated losses for
f
certain nonrecoverabl
a e expenses.
At times, the Company may also transfer
f
loans fro
f
m its HFI portfol
f io to HFS. Loans transferred fro
f
m HFI to HFS will be
transfer
f red at the lower of amortized cost basis (adju
d sted for any charge-offs) or fai
f r value. If the amortized cost basis of the
transfer
f red loan exceeds its fai
f r value and the fair value decline is determined to be due to credit quality, a charge-off is
recorded against the ACL upon
u
transfer
f . If the fair value decline is determined not to be credit related, a valuation allowance
equal to the difference between the amortized cost and fai
f r value of the loan will be establ
a ished on the transfer
f
date and any
subs
u
equent changes in the valuation allowance will be recognized in earnings. Any ACL previously recorded on transfer
f red
loans will be reversed and recognized in earnings at the time of the transfer.
f
If management determines it no longer intends to sell loans classified as HFS, such loans will be transfer
f red to HFI. Loans
transfer
f red fro
f
m HFS to HFI are transfer
f red at amortized cost and any valuation allowance previously recorded is reversed and
recognized in earnings at the time of the transfer
f . The loans are then subj
u ect to ACL measurement.
Loans held for
f
investment
Loans HFI are loans management has the intent and abi
a lity to hold for
f
the for
f
eseeable future or until maturity or payoff a
f
nd are
reported at amortized cost. Amortized cost is the amount of unpaid principal, adju
d sted for unamortized net defer
f red fees and
f
costs, premiums and discounts, and charge-offs
f . In addition, the amortized cost basis of loans subj
u ect to fair value hedges are
adju
d sted for changes in value attributable to the effective portion of the hedged benchmark interest rate risk.
The Company may also purchase loans or acquire loans through a business combination. At the purchase or acquisition date,
loans are evaluated to determine whether there has been more than insignificant credit deterioration since origination. Loans
that have experienced more than insignificant credit deterioration since origination are referred to as PCD loans. In its
evaluation of whether a loan has experienced more than insignificant deterioration in credit quality since origination, the
Company takes into consideration loan grades, past due and nonaccrua
r
l status, and loan modifications to borrowers
experiencing financial diffi
f culty. The Company may also consider external credit rating agency ratings for borrowers and for
f
non-commercial loans, FICO score or band, probability of default levels, and number of times past due
d
. At the purchase or
acquisition date, the amortized cost basis of PCD loans is equal to the purchase price and an initial estimate of credit losses. The
88

initial recognition of expected credit losses on PCD loans has no impact on net income. When the initial measurement of
expected credit losses on PCD loans is calculated on a pooled loan basis, the expected credit losses are allocated to each loan
within the pool. Any difference between the initial amortized cost basis and the unpaid principal balance of the loan represents a
noncredit discount or premium, which is accreted (or amortized) into interest income over the life o
f
f the loan. Subsequent
changes to the ACL on PCD loans are recorded through the provision for credit losses. For purchased loans not deemed to have
experienced more than insignificant credit deterioration since origination and are therefore not deemed PCD, any discounts or
premiums included in the purchase price are accreted (or amortized) over the contractua
t
l life o
f
f the individual loan. In contrast
to PCD loans, the initial estimate of expected credit losses on loans not deemed to have experienced more than insignificant
deterioration since origination is recognized in net income. For additional information, see "Note 4. Loans, Leases and
Allowance for
f
Credit Losses" of these Notes to Consolidated Financial Statements.
The Company generally applies the contractua
t
l method whereby loan origination fees
f
less direct loan origination costs (net
deferred fees
f
), as well as premiums and discounts and certain purchase accounting adjustments, are amortized over the
contractua
t
l life o
f
f the loan through interest income. If a loan has schedul
d ed payments, the amortization of net deferred fees is
calculated using the interest method over the contractua
t
l life o
f
f the loan. If a loan does not have scheduled payments, such as a
revolving line of credit, net deferred loan fees ar
f
e recognized as interest income on a straight-line basis over the term of the
revolver. When loans are repaid, any remaining unamortized balances of net deferred fees
f
, premiums, or discounts are
recognized as interest income. Net deferred fees
f
on commitments where the likelihood of exercise is more than remote are
deferred until the commitment is drawn upon.
u
A proportional amount of the net deferred fees
f
, based on the amount drawn
compared to the total commitment, are recognized through interest income using the interest method over the remaining life of
f
the commitment. Upon expiration of the commitment, any remaining unamortized net deferred fees ar
f
e recognized as non-
interest income through Service charges and loan fees
f
. Fees based on a percentage of a customer’s unused line of credit are
recognized when the amount is determinable and fees
f
related to standby letters of credit are recognized over the commitment
period. These fees ar
f
e recorded as non-interest income through Service charges and loan fees.
f
Nonaccrual loans
When a borrower discontinues making payments as contractua
t
lly required by the note, the Company must determine whether it
is appropriate to continue to accrue interest. The Company ceases accruing
r
interest income when a loan becomes delinquent by
more than 90 days or when management determines the ful
f l repayment of principal and collection of interest according to
contractua
t
l terms is no longer likely. Past due status
t
is based on the contractua
t
l terms of the loan. The Company may decide to
continue to accrue
r
interest on certain loans more than 90 days delinquent if the loans are well-secured by collateral and in the
process of collection. For government guaranteed or insured loans that are 90 days delinquent, the Company continues to
recognize interest income at a rate between the debenture rate and note rates, as adjusted for probabi
f
lity of default for
f
FHA
loans and at the note rate for
f
VA and USDA loans, less estimated losses for
f
certain nonrecoverabl
a e expenses.
For all loans HFI, when a loan is placed on nonaccrual status
t
, all interest accrue
r
d but uncollected is reversed against interest
income in the period in which the status is changed, and the Company makes a loan-level decision to apply either the cash basis
or cost recovery method. The Company may recognize income on a cash basis when a payment is received on a nonaccrual loan
provided the collection of the remaining recorded investment in the loan is deemed to be fully collectible. Under the cost
recovery method, subs
u
equent payments received fro
f
m the customer are appl
a
ied to principal and generally no further interest
income is recognized until the loan principal has been paid in ful
f l or until circumstances have changed such that payments are
again consistently received as contractua
t
lly required. Loans are returned to accrua
r
l status when all of the principal and interest
amounts contractua
t
lly due
d
are brought current and futur
f
e payments are reasonably assured.
Modific
i
ations of loans to borrowers experiencing fin
f ancial diffic
f ulty
The Company may agree to modify the terms of a loan to a borrower experiencing financial diffi
f culty. Loans graded
Subs
u
tandard or worse are ofte
f n characterized by inadequate paying capacity of the borrower and therefor
f
e, modifications of
these loans are generally considered to be made to borrowers experiencing financial diffi
f culty. The loan terms that may be
modified or restructur
t
ed due to a borrower’s financial situa
t
tion include principal forgivene
f
ss, an interest rate reduction, an
other-than-insignificant payment delay, a term extension, or a combination of these terms.
89

Credit quality indicators
Loans are regularly reviewed to assess credit quality indicators and to determine appropr
a
iate loan classification and grading in
accordance with appl
a
icable bank regulations. The Company’s risk rating methodology assigns risk ratings ranging from 1 to 9,
where a higher rating represents higher risk. The Company differentiates its loan segments based on shared risk characteristics
for which expected credit losses are measured on a pool basis.
The nine risk rating categories can generally be described by the following groupings for loans:
"Pass" (gra
g
des 1 through 5): The Company has fiv
f e pass risk ratings, which represent a level of credit quality that ranges from
f
having no well-defined defic
f iency or weakness to some noted weakness; however, the risk of default on any loan classified as
pass is expected to be remote. The five pass risk ratings are described below:
Minimal risk. Consist of loans that are ful
f ly secured either with cash held in a deposit account at the Bank or by readily
marketable securities with an acceptabl
a e margin based on the type of security pledged.
Low risk. Consist of loans with a high investment grade rating equivalent.
Modest risk. Consist of loans where the credit facility greatly exceeds all policy requirements or with policy exceptions that
are appr
a
opriately mitigated. A secondary source of repayment is verified and considered sustainable. Collateral coverage on
these loans is sufficient to ful
f ly cover the debt as a tertiary source of repayment. Debt of the borrower is low relative to
borrower’s financial strength and ability to pay.
Average risk. Consist of loans where the credit facility meets or exceeds all policy requirements or with policy exceptions
that are appr
a
opriately mitigated. A secondary source of repayment is availabl
a e to service the debt. Collateral coverage is
more than adequate to cover the debt. The borrower exhibits acceptabl
a e cash flo
f w and moderate leverage.
Acceptable risk. Consist of loans with an acceptable primary source of repayment but a less than preferabl
a e secondary
source of repayment. Cash flow is adequate to service debt but there is minimal excess cash flo
f w. Leverage is moderate or
high.
"Spe
S
cial mention" (gra
g
de 6): These are generally assets that possess potential weaknesses that warrant management's close
attention. These loans may involve borrowers with adverse fin
f ancial trends, higher debt-to-equity ratios, or weaker liquidity
positions, but not to the degree of being considered a “problem loan” where risk of loss may be appa
a
rent. Loans in this category
are usually performing as agreed, although there may be non-compliance with financial covenants.
"Subs
S
tandard" (gra
g
de 7): These assets are characterized by well-defin
f ed credit weaknesses and carry the distinct possibility the
Company will sustain some loss if such weakness or deficiency is not corrected. All loans 90 days or more past due
d
and all
loans on nonaccrua
r
l status are considered at least "Subs
u
tandard," unless extraordinary circumstances would suggest otherwise.
"Doubtful"
t
(gra
g
de 8): These assets have all the weaknesses inherent in those classified as "Substandard" with the added
characteristic that the weaknesses present make collection or liquidation in ful
f l, on the basis of currently existing facts,
conditions and values, highly questionable and improbable, but because of certain known fact
f
ors that may work to the
advantage and strengthening of the asset (for example, capital injection, perfecting liens on additional collateral and refinancing
plans), classification as "Loss" is deferred until a more precise status
t
may be determined. Due to the high probability of loss,
loans classified as "Doubtful" are placed on nonaccrua
r
l status.
"Loss" (gra
g
de 9): These assets are considered uncollectible and having such little recoverabl
a e value, it is not practical to defer
writing off the asset. This classification does not mean the loan has absolutely no recovery or salvage value, but rather it is not
practicable or desirabl
a e to defer
f
writing off the asset, even though partial recovery may be achieved in the future.
Allowance for
f
credit losses on loans HFI
Credit risk is inherent in the business of extending loans and leases to borrowers and is continuously monitored by management
and refle
f cted within the ACL. The ACL is an estimate of life-
f of-l
f oan losses for
f
the Company's loans HFI. The ACL is a
valuation account that is deducted fro
f
m the amortized cost basis of loans HFI to present the net amount expected to be
collected. The estimate of expected credit losses excludes accrued interest receivable on these loans, except for
f
accrue
r
d interest
related to the Residential-EBO loan pool. Accrue
r
d interest receivable, net of an ACL on the Residential-EBO loan pool, is
included in Other assets on the Consolidated Balance Sheet. The ACL on loans HFI includes an estimate of future charge-offs
as well as an offs
f et for expected recoveries of amounts previously charged-off.
f
The Company formally re-evaluates and
establ
a ishes the appropriate level of the ACL on a quarterly basis.
90

Determining the appropriateness of the allowance is complex and requires judgment by management about
a
the effects of
matters that are inherently uncertain. In futur
f
e periods, evaluations of the overall loan portfol
f io or particular segments of the
loan portfol
f io, in light of the fac
f
tors and for
f
ecasts then prevailing, may result in significant changes in the ACL and provision
for credit losses in those futur
f
e periods. The allowance level is influenced by loan volumes and mix, average remaining
maturities, loan performance metrics, asset quality characteristics, delinquency status, historical credit loss experience, and
other conditions influencing loss expectations, such as reasonable and suppor
u
tabl
a e for
f
ecasts of economic conditions. The
methodology for estimating the amount of expected credit losses reported in the ACL has two basic components: first, an asset-
specific component involving individual loans that do not share similar risk characteristics with other loans and the
measurement of expected credit losses for
f
such individual loans and second, a pooled component for estimated expected credit
losses for
f
loans that share similar risk characteristics.
Loans that do not share risk characteristics with other loans
Loans that do not share risk characteristics with other loans are evaluated on an individual basis. Loans evaluated individually
are not included in the collective evaluation. These loans consist of loans with unique featur
t
es or loans that no longer share risk
characteristics with other pooled loans. The process for de
f
termining whether a loan should be evaluated on an individual basis
begins with a determination of credit rating. With the exception of residential loans, all loans graded Substandard or worse with
a total commitment of $1.0 million or more are evaluated on an individual basis. For these loans, the allowance is based
primarily on the fai
f r value of the underlying collateral, utilizing independent third-party appr
a
aisals, and assessment of borrower
guarantees.
Loans that share similar risk characteristics with other loans
In estimating the component of the ACL for loans that share similar risk characteristics, loans are segregated into loan segments
with shared risk characteristics. The Company's primary portfol
f io segments align with the methodology applied in estimating
the ACL under CECL. Loans are designated and pooled into loan segments based on product types, business lines, and other
risk characteristics.
In determining the ACL, the Company derives an estimate of expected credit losses primarily using an expected loss
methodology that incorporates risk parameters (PD, LGD, and EAD), which are derived from various vendor models,
internally-developed statistical models, or non-statistical estimation approa
a
ches. Probability of default is proje
o cted in these
models or estimation appr
a
oaches using a single economic scenario and were developed to incorporate relevant information
about past events, current conditions, and reasonable and suppor
u
tabl
a e for
f
ecasts. With the exception of the Company's residential
loan segment, the Company's PD models define default as loans that are 90 days past due
d
, on nonaccrua
r
l status, have a charge-
off,
f
or obligor bankruptcy. Input reversion is used for the warehouse lending, municipal and nonprofit,
f
equity fund resources,
and residential loan portfol
f io segment models as these loan portfol
f io segments have limited or no loss history. Under input
reversion, economic forecasts revert to their historical trends afte
f r a reasonable for
f
ecast horizon. Output reversion is used for
f
all
other loan portfol
f io segment models. Under output reversion, the models revert to the Company's historical losses beyond a
certain reasonable period by incorporating, afte
f r the forecast period, a one-year linear reversion to the long-term reversion rate
in year three through the remaining life o
f
f the loans within the respective segments. LGDs are typically derived from
f
the
Company's historical loss experience. However, for the warehouse lending and municipal and nonprofit lo
f
an segments, where
the Company has either zero (or near zero) losses, or has a limited loss history through the last economic downturn, certain non-
modeled methodologies are employed to estimate LGD. Factors utilized in calculating average LGD vary f
r
or
f
each loan segment
and are further described below. EAD refer
f s to the Company's exposure to loss at the time of borrower default. For revolving
lines of credit, the Company incorporates an expectation of increased line utilization for
f
a higher EAD on defaulted loans based
on historical experience. For term loans, EAD is calculated using an amortization schedul
d e based on contractua
t
l loan terms,
adju
d sted for a prepayment rate assumption. Prepayment trends are sensitive to interest rates and the macroeconomic
environment. Fixed rate loans are more influ
f enced by interest rates, whereas variable rate loans are more influenced by the
macroeconomic environment. Afte
f r the quantitative expected loss estimates are calculated, management then adju
d sts these
estimates to incorporate consideration of differe
f
nt probability weighted economic scenarios, current trends and conditions not
captur
a
ed in the quantitative loss estimates, through the use of qualitative and/or environmental fact
f
ors.
The fol
f lowing provides credit quality indicators and risk elements most relevant in monitoring and measuring the ACL on loans
for each of the loan portfol
f io segments identified:
Warehouse lending
The warehouse lending portfol
f io segment consists of mortgage warehouse lines, MSR financing faci
f
lities, and note fin
f ance
loans, which have a monitored borrowing base to mortgage companies and similar lenders and are primarily structur
t
ed as
commercial and industrial loans. The collateral for
f
these loans is primarily comprised of residential whole loans and MSRs,
with the borrowing base of these loans tightly monitored and controlled by the Company. The primary suppor
u
t for
f
these loans
91

takes the form of pledged collateral, with secondary suppor
u
t provided by the capacity of the fin
f ancial institution. The collateral-
driven nature of these loans distinguish them from traditional commercial and industrial loans. These loans are impacted by
interest rate shocks, residential lending rates, prepayment assumptions, and general real estate stress. As a result of the unique
loan characteristics, limited historical default and loss experience, and the collateral natur
t
e of this loan portfol
f io segment, the
Company uses a non-modeled appr
a
oach to estimate expected credit losses, leveraging grade information, grade migration
history,
r
and management judgment.
Municipal and nonprof
i
it
f
The municipal and nonprofit
f
portfol
f io segment consists of loans to local governments, government-operated utilities, special
assessment districts, hospitals, schools and other nonprofit
f s. These loans are generally, but not exclusively, entered into for
f
the
purpos
r
e of fin
f ancing real estate investment or for refin
f ancing existing debt and are primarily structur
t
ed as commercial and
industrial loans. Loans are supported by taxes or utility fees
f
, and in some cases tax liens on real estate, operating revenue of the
institution, or other collateral types. While unemployment rates and the market valuation of residential properties have an effect
on the tax revenues supporting these loans, these loans tend to be less cyclical in comparison to similar commercial loans due to
reliance on diversified tax bases. The Company uses a non-modeled approa
a
ch to estimate expected credit losses for
f
this
portfol
f io segment, leveraging grade infor
f
mation and historical municipal default rates.
Tech & innovation
The tech & innovation portfol
f io segment is comprised of commercial loans originated within this business line and are not
collateralized by real estate. The source of repayment of these loans is generally expected to be the income generated from the
business or contributions from ownership to sustain the business's growth model. Expected credit losses for
f
this loan segment
are estimated using internally-developed models. These models incorporate market level and company-specific fac
f
tors such as
financial statement variables, adju
d sted for the current stage of the credit cycle and for the Company's loan performance data
such as delinquency, utilization, maturity, and size of the loan commitment under specific macroeconomic scenarios to produce
d
a probability of default. Macroeconomic variables include average investment to GDP and treasury y
r
ields. LGD and the
prepayment rate assumption for
f
EAD are driven by unemployment levels for
f
this loan segment.
Equity fund resources
The equity fund resources portfol
f io segment is comprised of commercial loans to private equity and venture capital funds. The
primary source of repayment of these loans is typically uncalled capital commitments fro
f
m institutional investors and high net
worth individuals. The Company uses a non-modeled approa
a
ch to estimate expected credit losses for
f
this portfol
f io segment,
leveraging loan grade infor
f
mation.
Othe
t
r commercial and industrial
The other commercial and industrial segment is comprised primarily of commercial and industrial loans to middle market
companies and large corpor
r
ations that are not collateralized by real estate. The models used to estimate expected credit losses
for middle-market companies are the same as those used for
f
the tech & innovation portfol
f io segment. The estimate of expected
credit losses for
f
loans to large corporations incorporates the use of an internally-developed PD model tailored to large, publicly
traded companies.
Commercial real estate, owner-occupi
u ed
The CRE, owner-occupied portfol
f io segment is comprised of commercial loans collateralized by real estate, where the borrower
has a business that occupi
u es the property. These loans are typically entered into for
f
the purpose of providing real estate finance
or improvement. The primary s
r
ource of repayment of these loans is the income generated by the business and where rental or
sale of the property may provide secondary suppor
u
t for
f
the loan. These loans are sensitive to general economic conditions as
well as the market valuation of CRE properties. The PD estimate for
f
this loan segment is modeled using the same internally-
developed model as the commercial and industrial loan segment. LGD for this loan segment is driven by property appr
a
eciation
and the ratio of fixed investment to GDP. The prepayment rate assumption for
f
EAD is driven by unemployment levels.
Hotel fra
f
nchise
i
finance
The hotel franchise finance segment is comprised of loans originated within this business line and are collateralized by real
estate, where the owner is not the primary tenant. These loans are typically entered into for
f
the purpose of fin
f ancing or the
improvement of commercial investment properties. The primary source of repayment of these loans are the rents paid by tenants
and where the sale of the property may provide secondary suppor
u
t for
f
the loan. These loans are sensitive to the market valuation
of CRE properties, rental rates, and general economic conditions. The vendor model used to estimate expected credit losses for
f
this loan segment proje
o cts PD and EAD based on multiple macroeconomic scenarios by modeling how macroeconomic
92

conditions affe
f ct the commercial real estate market. Real estate market fact
f
ors utilized in this model include vacancy rate, rental
growth rate, net operating income growth rate, and commercial property price changes for
f
each specific property type. The
model then incorpor
r
ates loan and property-level characteristics including debt coverage, leverage, collateral size, seasoning,
and property type. LGD for this loan segment is derived fro
f
m a non-modeled approa
a
ch that is driven by property appr
a
eciation
and the prepayment rate assumption for
f
EAD is driven by the property appr
a
eciation for
f
fixed rate loans and unemployment
levels for variabl
a e rate loans.
Othe
t
r commercial real estate, non-owner occupi
u ed
The other commercial real estate, non-owner occupied segment is comprised of loans collateralized by real estate where the
owner is not the primary tenant, and not originated within the Company's specialty business lines. The model used to estimate
expected credit losses for
f
this loan segment is the same as the model used for
f
the hotel franchise finance portfol
f io segment.
Residential
The residential loan portfol
f io segment is comprised of loans collateralized primarily by first liens on 1-4 residential fam
f
ily
properties and home equity lines of credit collateralized by either first liens or junior liens on residential properties. The primary
source of repayment of these loans is the value of the property and the capacity of the owner to make payments on the loan.
Unemployment rates and the market valuation of residential properties will impact the ultimate repayment of these loans. The
residential mortgage loan model is a vendor model that proje
o cts PD, LGD severity, prepayment rate, and EAD to calculate
expected losses. The model is intended to capture the borrower's payment behavior during the lifet
f ime of the residential loan by
incorporating loan level characteristics such as loan type, coupon, age, loan-to-value, and credit score and economic conditions
such as Home Price Index, interest rate, and unemployment rate. A default event for
f
residential loans is defined as 60 days or
more past due, with property appr
a
eciation as the driver for LGD results. The prepayment rate assumption for
f
EAD for
f
residential loans is based on industry p
r
repayment history.
PD for HELOCs is derived fro
f
m an internally-developed model that incorporates loan level information such as delinquency
status
t
, loan term, and FICO score and macroeconomic conditions such as property appr
a
eciation. LGD for
f
this loan segment is
driven by property appr
a
eciation and lien position. EAD for
f
HELOCs is calculated based on utilization rate assumptions using a
non-modeled approa
a
ch and also incorporates management judgment.
Residential - EBO
The residential EBO loan portfol
f io segment is comprised of government guaranteed or insured loans collateralized primarily by
first liens on 1-4 residential fam
f
ily properties purchased from GNMA pools, which were at least three months delinquent at the
time of purchase. These loans differ fro
f
m the residential loans included in the Company's Residential loan portfol
f io segment as
the principal balance of these loans are government guaranteed or insured. The Company has not recognized an ACL on this
portfolio segment as management's expectation of nonpayment of the amortized cost basis, based on historical losses, adju
d sted
for current and for
f
ecasted conditions, is zero.
The estimate of expected credit losses related to accrue
r
d interest and other fees
f
for the Residential-EBO loan pool is based on
an expected loss methodology that incorporates risk parameters, PD and LGD, which are derived fro
f
m an internally-developed
statistical model. PD is derived fro
f
m delinquency transition rates based on historical data and LGD is derived from
f
historical
losses.
Construction and land development
The construc
r
tion and land portfol
f io segment is comprised of loans collateralized by land or real estate, which are entered into
for the purpos
r
e of real estate development. The primary source of repayment of these loans is the eventual sale or refinance of
the completed project and where claims on the property provide secondary suppor
u
t for
f
the loan. These loans are impacted by
the market valuation of CRE and residential properties and general economic conditions that have a higher sensitivity to real
estate markets compared to other real estate loans. Default risk of a property is driven by loan-specific drivers, including loan-
to-value, matur
t
ity, origination date, and the MSA in which the property is located, among other fact
f
ors. The variabl
a es used in
the internally-developed model include loan level drivers such as origination loan-to-value, loan matur
t
ity, and macroeconomic
drivers such as property appr
a
eciation, MSA level unemployment rate, and national GDP growth. LGD for this loan segment is
driven by property appr
a
eciation. The prepayment rate assumption for
f
EAD is driven by the property appr
a
eciation for fi
f
xed rate
loans and unemployment levels for va
f
riable rate loans.
93

Other
t
The other portfol
f io consists of loans not already captured in one of the aforementioned loan portfol
f io segments, which include,
but may not be limited to, overdraft lines for treasury s
r
ervices, credit cards, consumer loans not collateralized by real estate, and
small business loans collateralized by residential real estate. The consumer and small business loans are supported by the
capacity of the borrower and the valuation of any collateral. General economic factors such as unemployment will have an
effe
f ct on these loans. The Company uses a non-modeled approa
a
ch to estimate expected credit losses, leveraging average
historical default rates. LGD for this loan segment is driven by unemployment levels and lien position. The prepayment rate
assumption for EAD is driven by the BBB corporate spread for fix
f ed rate loans and unemployment levels for va
f
riable rate
loans.
Transfer
f
s of fin
f
ancial assets
A transfer of a financial asset is accounted for as a sale when control over the asset has been surrendered. Control over a
transfer
f red asset is deemed surrendered when the: 1) asset has been isolated from the Company; 2) transferee
f
obtains the right
to pledge or exchange the transferred asset; and 3) Company no longer maintains effe
f ctive control over the transfer
f red asset. If
a transfer of a financial asset does not qualify a
f
s a sale, the proceeds fro
f
m the transfer ar
f
e accounted for as a secured borrowing.
Premises and equipment
Premises and equipment amounts are stated at cost less accumulated depreciation and amortization. Depreciation is computed
principally using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized
over the shorter of the term of the lease or the estimated life o
f
f the improvement. Depreciation and amortization are computed
using the following estimated lives:
Years
Bank premises
31
Furniture, fixtu
f
res, and equipment
3 - 15
Leasehold improvements
3 - 10
Software
1 - 10
Management periodically reviews premises and equipment for
f
impairment to determine whether facts and circumstances
suggest the value of an asset is not recoverabl
a e. Useful
f
lives of these assets are also reviewed periodically with any changes to
depreciation recognized prospectively over the new remaining useful
f
life.
f
Other assets acquired through foreclosure
Other assets acquired through foreclosure consist primarily of properties acquired as a result of, o
f
r in-lieu-of, foreclosure.
Properties and other repossessed property are classified in Other assets in the Consolidated Balance Sheet and are initially
reported at fai
f r value of the asset less estimated selling costs. Subs
u
equent adju
d stments are based on the lower of carrying value
or fair value less estimated costs to sell the property, which is evaluated at least annually. Costs related to the development or
improvement of these assets are capitalized and costs related to holding the assets are charged to non-interest expense. When
properties with operations are acquired, rental agreements are evaluated to determine lease classification, which is generally
operating. Rental income from operating leases is recognized on a straight-line basis over the lease term.
Off-b
f
alance sheet credit exposures, including unfunde
f
d loan commitments
The Company maintains a separate ACL on off-b
f
alance-sheet credit exposures, including unfunde
f
d loan commitments,
financial guarantees, and letters of credit, which is classified in Other liabi
a lities on the Consolidated Balance Sheet. The ACL
on off-b
f
alance sheet credit exposures is adju
d sted through increases or decreases to the provision for credit loss expense. The
estimate includes consideration of the likelihood that funding will occur, an estimate of EAD derived from utilization rate
assumptions using a non-modeled appr
a
oach, and PD and LGD estimates derived from the same models and approa
a
ches for the
Company's other loan portfol
f io segments described in the ACL on loans HFI section within this note. The Company does not
record a credit loss estimate for of
f
f-b
f
alance sheet credit exposures that are unconditionally cancellabl
a e by the Company or for
f
undrawn amounts under such arrangements that may be drawn prior to the cancellation of the arrangement.
94

Mortgage servicing rights
The Company generates MSRs fro
f
m its mortgage banking business. When the Company sells mortgage loans in the secondary
market and retains the right to service these loans, a servicing right asset is capitalized at the time of sale when the benefit
f s of
servicing are deemed to be greater than adequate compensation for pe
f
rforming the servicing activities. MSRs represent the
then-current fair value of futur
f
e net cash flo
f ws expected to be realized from performing servicing activities. The Company has
elected to subs
u
equently measure MSRs at fai
f r value and report changes in fai
f r value in current period income as a component of
Net loan servicing revenue in the Consolidated Income Statement.
The Company may in the ordinary course of business sell MSRs and will recognize, as of the trade date, a gain or loss on the
sale equal to the difference between the carrying value of the transferred MSRs and the estimated proceeds to be received as
consideration. The Company subs
u
equently derecognizes MSRs when subs
u
tantially all of the risks and rewards of ownership are
irrevocably passed to the transfer
f ee and any protection provisions retained by the Company are minor and can be reasonably
estimated, which typically occurs on the settlement date. Protection provisions are considered to be minor if the obligation
created by such provisions is estimated to be no more than 10 percent of the sales price and the Company retains the risk of
prepayment for no more than 120 days. The Company records an estimated liabi
a lity for retained protection provisions as of the
trade date, with any changes in the estimated liabi
a lity recorded in earnings. In addition, fees to transfer
f
loans associated with the
sold MSRs to a new servicer are also recorded on the settlement date. Gains or losses on sales of MSRs, net of retained
protection provisions, and transfer
f
fees are included in Net loan servicing revenue in the Consolidated Income Statement.
Leases (lessee)
At inception, contracts are evaluated to determine whether the contract constitutes a lease agreement. For contracts that are
determined to be an operating lease, a corresponding ROU asset and operating lease liabi
a lity are recorded in separate line items
on the Consolidated Balance Sheet. A ROU asset represents the Company’s right to use an underlying asset during
d
the lease
term and a lease liabi
a lity represents the Company’s commitment to make contractua
t
lly obligated lease payments. Operating
lease ROU assets and liabi
a lities are recognized at the commencement date of the lease and are based on the present value of
lease payments over the lease term. The measurement of the operating lease ROU asset includes any lease payments made and
is reduced by lease incentives that are paid or are payable to the Company. Variable lease payments that depend on an index or
rate such as the Consumer Price Index are included in lease payments based on the rate in effect at the commencement date of
the lease. Lease payments are recognized on a straight-line basis over the lease term as Occupanc
u
y expense in the Consolidated
Income Statement.
As the rate implicit in the lease is not readily determinable, the Company's incremental collateralized borrowing rate is used to
determine the present value of lease payments. This rate gives consideration to the applicable FHLB collateralized borrowing
rates and is based on the information availabl
a e at the commencement date. The Company has elected to apply the short-term
lease measurement and recognition exemption to leases with an initial term of 12 months or less; therefor
f
e, these leases are not
recorded on the Company’s Consolidated Balance Sheet, but rather, lease expense is recognized over the lease term on a
straight-line basis. The Company’s lease agreements may include options to extend or terminate the lease. These options are
included in the lease term when it is reasonably certain the options will be exercised.
The Company also made an accounting policy election to not separate non-lease components fro
f
m the associated lease
component, and instead account for them together as part of the appl
a
icable lease component. The majority of the Company’s
non-lease components such as common area maintenance, parking, and taxes are variabl
a e, and are expensed as incurred.
Variable payment amounts are determined in arrears by the landlord depending on actua
t
l costs incurred.
Goodwill and other intangible assets
Goodwill represents the excess of the purchase price in a business combination over the fair value of the identifiabl
a e net assets
acquired. The Company performs its annual goodwill and intangibles impairment tests as of October 1 each year, or more often
if events or circumstances indicate the carrying value may not be recoverabl
a e. The Company may fir
f st elect to assess, through
qualitative fact
f
ors, whether it is more likely than not goodwill is impaired. If the qualitative assessment indicates potential
impairment, a quantitative impairment test is performed. If, based on the quantitative test, a reporting unit's carrying amount
exceeds its fair value, a goodwill impairment charge for
f
this difference is recorded to current period earnings as non-interest
expense.
The Company’s intangible assets consist of correspondent relationships, operating licenses, tr d
adenames, core deposit
intangibles, customer relationships, and developed technology assets that are being amortized over periods between five to 40
years.
95

The Company considers the remaining useful lives of its intangible assets each reporting period, as required by ASC 350,
Intangibles—Goodwill and Other
t
, to determine whether events and circumstances warrant a revision to the remaining period of
amortization. If the estimate of an intangible asset’s remaining useful
f
life h
f
as changed, the remaining carrying amount of the
intangible asset is amortized prospectively over the revised remaining useful
f
life.
f
The Company has not revised its estimates of
the useful lives of its intangible assets during the years ended December 31, 2024, 2023, or 2022.
Low income housing and renewable energy tax credits
The Company holds ownership interests in limited partnerships and limited liabi
a lity companies that invest in afforda
f
bl
a e housing
and renewable energy projects. These investments are designed to generate a return primarily through the realization of fed
f
eral
tax credits and deduc
d
tions, which may be subject to recaptur
a
e by taxing authorities if compliance requirements are not met. The
Company accounts for
f
its low income housing investments using the proportional amortization method, with the investment
amortized through Income tax expense in proportion to the tax credits and other tax benefits
f
received. Renewabl
a e energy
projects are accounted for under the deferral method, whereby the investment tax credits are refle
f cted as an immediate
reduction in income taxes payable and the carrying value of the asset in the period that the investment tax credits are claimed.
The deferred tax credits are amortized over the productive life o
f
f the underlying renewabl
a e energy proje
o cts and recognized as
income. See "Note 17. Income Taxes" of these Notes to Consolidated Financial Statements for
f
further discussion.
The Company evaluates its interests in these entities to determine whether it has a variabl
a e interest and whether it is required to
consolidate these entities. A variable interest is an investment or other interest that will absorb portions of an entity's expected
losses or receive portions of the entity's expected residual returns
t
. A VIE is broadly defined as an entity where either: 1) the
equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of an entity that most
significantly impact the entity's economic performance or 2) the equity investment at risk is insufficient to fin
f ance that entity's
activities without additional subordinated fin
f ancial suppor
u
t. The Company is required to consolidate a VIE when it is
determined to be the primary beneficiary o
r
f the VIE's operations.
A variabl
a e interest holder is considered to be the primary beneficiary o
r
f a VIE if it has both the power to direct the activities of
a VIE that most significantly impact the entity's economic perfor
f
mance and has the obligation to absor
a
b l
r
osses of, or the right to
receive benefits from, the entity that could potentially be significant to the VIE. The Company’s assessment of whether it is the
primary beneficiary o
r
f a VIE includes consideration of various factors such as: 1) the Company's abi
a lity to direct the activities
that most significantly impact the entity's economic performance; 2) its form of ownership interest; 3) its representation on the
entity's governing body; 4) the size and seniority of its investment; and 5) its ability and the rights of other investors to
participate in policy making decisions and to replace the manager of and/or liquidate the entity. The Company is required to
evaluate whether to consolidate a VIE both at inception and on an ongoing basis as changes in circumstances require
reconsideration.
The Company’s investments in qualified affordable housing and renewabl
a e energy proje
o cts meet the definitio
f
n of a VIE as the
entities are structur
t
ed such that the limited partner investors lack subs
u
tantive voting rights. The general partner or managing
member has both the power to direct the activities that most significantly impact the economic performance of the entities and
the obligation to abs
a
orb l
r
osses or the right to receive benefits that could be significant to the entities. Accordingly, as a limited
partner, the Company is not the primary beneficiary a
r
nd is not required to consolidate these entities.
Bank owned life i
f
nsurance
BOLI is carried at its cash surrender value with changes recorded as Income from bank owned life i
f
nsurance in the
Consolidated Income Statement. The face am
f
ount of the underlying life i
f
nsurance policies totaled $2.1 billion and $452 million
as of December 31, 2024 and 2023, respectively. There are no loans offs
f et against the cash surrender values, and there are no
restrictions as to the use of proceeds.
Credit linked notes
Credit linked notes are struc
r
tured to effectively transfer the risk of first losses on a reference pool of loans and are considered to
be free standing credit enhancements. These notes are recorded at the amount of the proceeds received, net of debt issuance
costs. In addition, as the credit guarantee component of these notes is considered to be free standing, the ACL measured on the
reference pool of loans in accordance with ASC 326 is not reduced by the credit guarantee. Rather, a contra debt balance equal
to the estimated ACL on the reference pool of loans is recorded, which reduc
d
es the carrying value of the notes. The initial
contra debt balance and subs
u
equent adju
d stments are recorded with a corresponding gain or loss on recovery from credit
guarantees recognized in earnings.
96

Stock compensation plans
The Company has an incentive plan that gives the BOD the authority to grant stock awards, consisting of unrestricted stock,
stock units, dividend equivalent rights, stock options (incentive and non-qualified), stock appreciation rights, restricted stock,
and performance and annual incentive awards. Compensation expense on equity classified stock awards is based on the fair
f
value of the award on the measurement date which, for
f
the Company, is the date of the grant and is recognized ratabl
a y over the
service period of the award. Forfeitur
t
es are estimated at the time of the award grant and revised in subsequent periods if actual
forfeitures diffe
f r fro
f
m those estimates.
The fai
f r value of restricted stock and deferred stock unit awards is the market price of the Company’s stock on the date of grant.
Certain stock awards, such as the Company's performance stock units, also have performance and market conditions that impact
vesting. The fai
f r value of the performance conditions component of these awards is based on the market price of the Company's
stock on the date of the grant and the estimated number of shares expected to vest at the end of the performance period. The
market-based condition is separately valued as of the grant date and is not subs
u
equently revised based on actua
t
l performance. A
Monte Carlo valuation model is used to determine the fair value of the market-based condition.
See "Note 13. Stockholders' Equity" of these Notes to Consolidated Financial Statements for
f
further discussion of stock awards.
Dividends
WAL is a legal entity separate and distinct from its subs
u
idiaries. As a holding company with limited significant assets other than
the capital stock of its subs
u
idiaries, WAL's ability to pay dividends depends primarily upon the receipt of dividends or other
capital distributions from its subs
u
idiaries. The Company's subsidiaries' ability to pay dividends to WAL is subject to, among
other things, their individual earnings, fin
f ancial condition, and need for
f
funds, as well as federal an
f
d state governmental policies
and regulations applicable to WAL and each of those subsidiaries, which limit the amount that may be paid as dividends
without prior approva
a
l. In addition, the terms and conditions of other securities the Company issues may restrict its ability to
pay dividends to holders of the Company's common stock. For example, if any required payments on outstanding trus
r
t preferred
securities are not made, WAL would be prohibited fro
f
m paying cash dividends on its common stock.
Preferred stock
The Company issued and has outstanding an aggregate of 12,000,000 depositary s
r
hares, each representing a 1/400th ownership
interest in a share of the Company’s 4.250% Fixed-Rate Reset Non-Cumulative Perpe
r
tual Preferred Shares, Series A, par value
$0.0001 per share, with a liquidation preference of $25 per Depositary S
r
hare (equivalent to $10,000 per share of Series A
preferred stock). The Company's Series A preferred stock is perpetua
t
l preferred stock that is not subj
u ect to any mandatory
redemption, resulting in classification as permanent equity. Dividends on preferred stock are recognized on the declaration date
and are recorded as a reduc
d
tion of retained earnings.
Treasury shares
The Company separately presents treasury s
r
hares, which represent shares surrendered to the Company equal in value to the
statutor
t
y p
r
ayroll tax withholding obligations arising fro
f
m the vesting of employee restricted stock and performance stock unit
awards. Treasury s
r
hares are carried at cost.
Derivative fin
f
ancial instruments
Derivative instrum
r
ents are contracts between two or more parties that have a notional amount and an underlying variable,
require a small or no initial investment, and allow for
f
the net settlement of positions. A derivative’s notional amount serves as
the basis for the payment provision of the contract and takes the for
f
m of units, such as shares or dollars. A derivative’s
underlying variabl
a e is a specifie
f d interest rate, security price, commodity price, foreign exchange rate, index, or other variabl
a e.
The interaction between the notional amount and the underlying variable determines the number of units to be exchanged
between the parties and influences the fai
f r value of the derivative contract.
The Company recognizes derivatives as assets or liabilities on the Consolidated Balance Sheet at their fai
f r value in accordance
with ASC 815, Derivatives and Hedging. The accounting for
f
changes in the fair value of a derivative instrument depends on
whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship.
Derivative instrum
r
ents designated in a hedge relationship to mitigate exposure to changes in the fair value of an asset or
liability attributable to a particular risk, such as interest rate risk, are considered fair value hedges.
The Company documents its hedge relationships, including identification of the hedging instruments and the hedged items, as
well as its risk management obje
b ctives and strategies for unde
f
rtaking the hedge transaction after the derivative contract is
executed. At inception, the Company performs a quantitative assessment to determine whether the derivatives used in hedging
97

transactions are highly effective (as defined in the guidance) in offs
f etting changes in the fair value of the hedged item.
Retrospective effectiveness is assessed, as well as the continued expectation the hedge will remain effe
f ctive prospectively.
Afte
f r the initial quantitative assessment is performed, on a quarterly basis, the Company performs ongoing qualitative or
quantitative hedge effe
f ctiveness assessments, as determined at hedge inception. A qualitative assessment takes into
consideration any adverse developments related to the counterpa
r
rty's risk of default and any negative events or circumstances
that affe
f ct the fact
f
ors that originally enabled the Company to assess that it could reasonably support an expectation the hedging
relationship was and will continue to be highly effec
f
tive. The Company discontinues hedge accounting prospectively when it is
determined a hedge is no longer highly effective. When hedge accounting is discontinued on a fair value hedge that no longer
qualifies as an effective hedge, the derivative instrum
r
ent continues to be reported at fai
f r value on the Consolidated Balance
Sheet, but the carrying amount of the hedged item is no longer adjusted for
f
future changes in fai
f r value. The adju
d stment to the
carrying amount of the hedged item that existed at the date hedge accounting is discontinued is amortized over the remaining
life o
f
f the hedged item into earnings.
The Company uses interest rate contracts to mitigate interest-rate risk associated with changes to the fair value of certain fixed-
rate financial instrum
r
ents (fair value hedges). Changes in the fair value of a derivative that is designated and qualifies as a fair
value hedge, along with changes in the fair value of the hedged asset or liabi
a lity attributable to the hedged risk, are recorded in
the same line item as the offs
f etting loss or gain on the related interest rate contracts dur
d
ing the period of change. For loans, the
gain or loss on the hedged item is included in interest income.
Derivative instrum
r
ents not designated as hedges, referred to as economic hedges, are reported on the Consolidated Balance
Sheet at fair value and the changes in fair value are recognized in earnings as non-interest income during the period of change.
The Company enters into commitments to purchase mortgage loans that will be held for sale. These loan commitments,
described as IRLCs, qualify as derivative instrum
r
ents, except those that are originated rather than purchased, and intended for
f
HFI classification. Changes in fai
f r value associated with changes in interest rates are economically hedged by utilizing forw
f
ard
sale commitments, interest rate futur
f
es, and interest rate swaps. These hedging instruments are typically entered into
contemporaneously with IRLCs. Loans that have been or will be purchased or originated may be used to satisfy the Company's
forward sale commitments. In addition, derivative fin
f ancial instruments are also used to economically hedge the Company's
MSR portfol
f io. Changes in the fair value of derivative fin
f ancial instruments that hedge IRLCs and loans HFS are included in
Net gain on loan origination and sale activities in the Consolidated Income Statement. Changes in the fair value of derivative
financial instrum
r
ents that hedge MSRs are included in Net loan servicing revenue in the Consolidated Income Statement.
The Company may in the normal course of business purchase a fin
f ancial instrument or originate a loan that contains an
embedded derivative instrum
r
ent. Upon purchasing the instrument or originating the loan, the Company assesses whether the
economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the
remaining component of the fin
f ancial instrument (i.e., the host contract) and whether a separate instrument with the same terms
as the embedded instrum
r
ent would meet the defin
f ition of a derivative instrum
r
ent. When it is determined the embedded
derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host
contract and a separate instrument with the same terms would qualify a
f
s a derivative instrum
r
ent, the embedded derivative is
separated fro
f
m the host contract and carried at fair value. However, in cases where the host contract is measured at fair value,
with changes in fai
f r value reported in current earnings, or the Company is unable to reliabl
a y identify a
f
nd measure an embedded
derivative for
f
separation from its host contract, the entire contract is carried on the Consolidated Balance Sheet at fair value and
is not designated as a hedging instrument.
Off-b
f
alance sheet instruments
In the ordinary c
r
ourse of business, the Company enters into off-b
f
alance sheet financial instrum
r
ent arrangements consisting of
commitments to extend credit and letters of credit. Such fin
f ancial instruments are recorded on the balance sheet when funded.
These off-balance sheet fin
f ancial instruments impact, to varying degr
r
ees, elements of credit risk in excess of amounts
recognized on the Consolidated Balance Sheet. Losses could be experienced when the Company is contractua
t
lly obligated to
make a payment under these instruments and must seek repayment fro
f
m the borrower, which may not be as financially sound in
the current period as they were when the commitment was originally made. Commitments to extend credit are agreements to
lend to a customer as long as there is no violation of any condition established in the contract and, in certain instances, may be
unconditionally cancellabl
a e. Commitments generally have fixed expiration dates or other termination clauses and may require
payment of a fee. The Company enters into credit arrangements that generally provide for the termination of advances in the
event of a covenant violation or other event of defau
f
lt. As commitments may expire without being ful
f ly drawn upon,
u
the total
commitment amounts do not necessarily represent futur
f
e cash requirements. The Company evaluates each customer’s
creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon
extension of credit, is based on management’s credit evaluation of the party. The commitments are collateralized by the same
types of assets used as loan collateral.
98

The Company also has off-balance sheet arrangements related to its derivative instrum
r
ents. Derivative instrum
r
ents are
recognized on the Consolidated Balance Sheet at fair value and their notional values are carried off-b
f
alance sheet. See "Note
15. Derivatives and Hedging Activities" of these Notes to Consolidated Financial Statements for
f
further discussion.
Fair values of fin
f
ancial instruments
The Company uses fair value measurements to record fair value adjustments to certain assets and liabi
a lities. ASC 820, Fair
Value Mea
M
surement, establishes a fra
f mework for measuring fai
f r value and a three-level valuation hierarchy for disclosure of
fair value measurement, and also sets for
f
th disclosure requirements for
f
fair value measurements. The valuation hierarchy is
based upon
u
the transparency of inputs to the valuation of an asset or liabi
a lity as of the measurement date. The Company uses
various valuation appr
a
oaches, including market, income, and/or cost approaches. ASC 820 establ
a ishes a hierarchy for
f
inputs
used in measuring fai
f r value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by
requiring observable inputs be used when availabl
a e. Observable inputs are inputs market participants would use in pricing the
asset or liabi
a lity and are developed based on market data obtained fro
f
m sources independent of the Company. Unobservable
inputs are inputs that refle
f ct the Company’s assumptions about the fact
f
ors market participants would consider in pricing the
asset or liabi
a lity and are developed based on the best information availabl
a e in the circumstances. The hierarchy is broken down
into three levels based on the reliabi
a lity of inputs, as follows:
•
Level 1 - Unadju
d sted quoted prices in active markets that are accessible at the measurement date for
f
identical,
unrestricted assets or liabi
a lities.
•
Level 2 - Inputs other than quoted prices included in Level 1 that are observable for
f
the asset or liabi
a lity, either directly
or indirectly. These might include quoted prices for similar instrum
r
ents in active markets, quoted prices for identical or
similar instrum
r
ents in markets that are not active, inputs other than quoted prices that are observable for
f
the asset or
liabi
a lity (such as interest rates, prepayment speeds, volatilities, etc.) or model-based valuation techniques where all
significant assumptions are observable, either directly or indirectly, in the market.
•
Level 3 - Valuation is generated from model-based techniques where one or more significant inputs are not observable,
either directly or indirectly, in the market. These unobservable assumptions reflect the Company’s own estimates of
assumptions market participants would use in pricing the asset or liabi
a lity. Valuation techniques may include use of
matrix pricing, discounted cash flo
f w models, and similar techniques.
The availabi
a lity of observable inputs varies based on the natur
t
e of the specific fin
f ancial instrument. To the extent valuation is
based on models or inputs that are less observable or unobservable in the market, the determination of fai
f r value requires more
judgment. Accordingly, the degree of judgment exercised by the Company in determining fai
f r value is greatest for
f
instruments
categorized in Level 3. In certain cases, the inputs used to measure fai
f r value may fal
f l into differe
f
nt levels of the fai
f r value
hierarchy. For disclosure purpos
r
es, the lowest level input that is significant to the fair value measurement determines the level
in the fai
f r value hierarchy within which the fai
f r value measurement fal
f ls in its entirety.
Fair value is a market-based measure considered from the perspective of a market participant who may purchase the asset or
assume the liabi
a lity, rather than an entity-specific measure. When market assumptions are availabl
a e, ASC 820 requires the
Company to consider the assumptions market participants would use to estimate the fai
f r value of the fin
f ancial instrument at the
measurement date.
ASC 825, Financial Ins
I
truments, requires disclosure of fai
f r value information about
a
financial instrum
r
ents, whether or not
recognized on the balance sheet, for which it is practicable to estimate value.
Management uses its best judgment in estimating the fair value of the Company’s fin
f ancial instruments; however, there are
inherent limitations in any estimation technique. Therefore, for
f
subs
u
tantially all fin
f ancial instruments, the fai
f r value estimates
presented herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction at
December 31, 2024 and 2023. The estimated fair value amounts for
f
December 31, 2024 and 2023 have been measured as of
period-end and have not been re-evaluated or updated for
f
purpos
r
es of these Consolidated Financial Statements subsequent to
those dates. As such, the estimated fair values of these fin
f ancial instruments subsequent to the reporting date may be different
than the amounts reported at period-end.
The infor
f
mation in "Note 19. Fair Value Accounting" of these Notes to Consolidated Financial Statements should not be
interpreted as an estimate of the fai
f r value of the entire Company since a fai
f r value calculation is only required for
f
a limited
portion of the Company’s assets and liabi
a lities.
Due to the wide range of valuation techniques and the degree of subjectivity used in making the estimate, comparisons between
the Company’s disclosures and those of other companies or banks may not be meaningful.
99

The fol
f lowing methods and assumptions were used by the Company in estimating the fair value of its financial instrum
r
ents:
Cash, cash equivalents,
t
and restricted cash
The carrying amounts reported on the Consolidated Balance Sheet for cash and due from banks approximate their fai
f r value.
Investment securities
The fai
f r values of U.S. Treasury a
r
nd certain other debt securities as well as publicly traded CRA investments and exchange-
listed common and prefer
f red stock are based on quoted market prices and are categorized as Level 1 in the fai
f r value hierarchy.
The fai
f r values of debt securities not classified as Level 1 are primarily determined based on matrix pricing. Matrix pricing is a
mathematical technique that utilizes observable market inputs including, yield curves, credit ratings, and prepayment speeds.
Fair values determined using matrix pricing are generally categorized as Level 2 in the fai
f r value hierarchy. In addition to
matrix pricing, the Company uses other pricing sources, including observed prices on publicly traded securities and dealer
quotes, to estimate the fai
f r value of debt securities, which are also categorized as Level 2 in the fai
f r value hierarchy.
Loans HFS
Government-insured or guaranteed, agency-conforming, and certain non-agency loans HFS are salable into active markets.
Accordingly, the fai
f r value of these loans is based on quoted market or contracted selling prices or a market price equivalent,
which are categorized as Level 2 in the fai
f r value hierarchy.
The fai
f r value of certain non-agency loans HFS as well as other loans that become nonsalable into active markets due to the
identification of a defect is determined based on valuation techniques that utilize Level 3 inputs.
Loans HFI
The fai
f r value of loans HFI is estimated based on a discounted cash flo
f w methodology using interest rates currently being
offere
f
d for
f
loans with similar terms to borrowers with similar credit quality and adjustments the Company believes a market
participant would consider in determining fai
f r value based on a third-party independent valuation. As a result, the fai
f r value for
loans HFI is categorized as Level 3 in the fai
f r value hierarchy.
Mortgage
t
servicing rights
g
The fai
f r value of MSRs is estimated using a discounted cash flo
f w model that incorporates assumptions a market participant
would use in estimating the fai
f r value of servicing rights, including, but not limited to, option adjusted spread, conditional
prepayment rate, servicing fee rate, and cost to service. As a result, the fai
f r value for MSRs is categorized as Level 3 in the fair
f
value hierarchy.
Accrued interest receivable and payable
The carrying amounts reported on the Consolidated Balance Sheet for accrue
r
d interest receivable and payable approxi
a
mate their
fair values.
Derivative fin
f ancial instruments
All derivatives are recognized on the Consolidated Balance Sheet at fair value. The valuation methodologies used to estimate
the fai
f r value of derivative instrum
r
ents varies by type. Interest rate contracts, foreign currency contracts, and for
f
ward purchase
and sales contracts are measured based on valuation techniques using Level 2 inputs, such as quoted market price, contracted
selling price, or a market price equivalent. IRLCs are measured based on valuation techniques that consider loan type,
underlying loan amount, matur
t
ity date, note rate, loan program, and expected settlement date, with Level 3 inputs for
f
the
servicing release premium and pull-through rate. These measurements are adjusted at the loan level to consider the servicing
release premium and loan pricing adjustment specific
f
to each loan. The base value is then adju
d sted for the pull-through rate.
The pull-through rate and servicing fee multiple are unobservable inputs based on historical experience.
Depos
e
its
The fai
f r value for demand and savings deposits is by definition equal to the amount payable on demand at the reporting date
(that is, their carrying amount), as these deposits do not have a contractua
t
l term. The carrying amount for variabl
a e rate deposit
accounts approximates their fair value. Fair values for fix
f ed rate certificates of deposit are estimated using a discounted cash
flow calculation that appl
a
ies both market interest rates and rates currently being offered on certificates to a schedul
d e of
100

aggregated expected monthly matur
t
ities on these deposits. The fair value measurement of deposit liabi
a lities is categorized as
Level 2 in the fai
f r value hierarchy.
FHLB
H
advances and repur
e
chase agreements
The fai
f r values of the Company’s borrowings are estimated using discounted cash flo
f w analyses, based on the market rates for
f
similar types of borrowing arrangements. The carrying value of FHLB advances and repurchase agreements approximate their
fair values due to their flo
f ating rates and short dur
d
ations or recent execution and have been categorized as Level 2 in the fair
f
value hierarchy.
Credit linked notes
The fai
f r value of credit linked notes is based on observable inputs, when availabl
a e, and as such, credit linked notes are
categorized as Level 2 liabilities.
Subordinated debt
The fai
f r value of subor
u
dinated debt is based on the market rate for
f
the respective subordinated debt security. Subordinated debt
has been categorized as Level 2 in the fai
f r value hierarchy.
Junior subordinated debt
Junior subor
u
dinated debt is valued based on a discounted cash flo
f w model which uses the Treasury B
r
ond rates and the 'BB'
rated fin
f ancial indexes as inputs. Junior subor
u
dinated debt has been categorized as Level 3 in the fai
f r value hierarchy.
Income taxes
The Company is subj
u ect to income taxes in the United States and files a consolidated federal income tax return with all of its
subs
u
idiaries, with the exception of BW Real Estate, Inc. Deferred income taxes are recorded to reflect the effects of temporary
differences between the fin
f ancial reporting carrying amounts of assets and liabi
a lities and their income tax bases using enacted
tax rates expected to be in effe
f ct when the taxes are actua
t
lly paid or recovered. As changes in tax laws or rates are enacted,
deferred tax assets and liabi
a lities are adju
d sted through the provision for income taxes.
Net DTAs are recorded to the extent these assets will more-likely-than-not be realized. In making these determinations, all
availabl
a e positive and negative evidence is considered, including scheduled reversals of deferred tax liabi
a lities, tax planning
strategies, proje
o cted future taxable income, and recent operating results. If it is determined that deferred income tax assets to be
realized in the futur
f
e are in excess of their net recorded amount, an adjustment to the valuation allowance will be recorded,
which will reduce the Company's provision for income taxes.
A tax benefit fro
f
m an unrecognized tax benefit
f
may be recognized when it is more-likely-than-not the position will be sustained
upon examination, including related appe
a
als or litigation, based on technical merits. Income tax benefits must meet a more-
likely-than-not recognition threshold at the effe
f ctive date to be recognized.
Interest and penalties on income taxes are recognized as part of interest income or expense and non-interest expense,
respectively, in the Consolidated Income Statement. See "Note 17. Income Taxes" of these Notes to Consolidated Financial
Statements for fur
f
ther discussion on income taxes.
Non-interest income
Non-interest income includes revenue associated with mortgage banking and commercial banking activities, investment
securities, equity investments, and BOLI. These non-interest income streams are primarily generated by differe
f
nt types of
financial instrum
r
ents held by the Company for which there is specific accounting guidance and therefor
f
e, are not within the
scope of ASC 606, Revenue from Contra
t
cts w
t
ith Customers.
Non-interest income amounts within the scope of ASC 606 include certain service charges and fees
f
, debit and credit card
interchange fees, and legal settlement services fees. Service charges and fees consist of fees ear
f
ned fro
f
m performance of
account analysis, general account services, and other deposit account services. These fees are recognized as the related services
are provided. Card income includes fees ear
f
ned fro
f
m customer use of debit and credit cards, interchange income from
merchants, and international charges. Card income is generally within the scope of ASC 310, Receivables; however, certain
processing transactions for merchants, such as interchange fees, are within the scope of ASC 606. The Company generally
receives payment for its services during the period or at the time services are provided and, therefor
f
e, does not have material
contract asset or liabi
a lity balances at period end. Legal settlement service fees relate to payment services provided for
f
the
distribution of funds
f
from legal settlements and are recognized upon transfer
f
of funds to a claimant.
101

2. INVESTMENT SECURITIES
The carrying amounts and fair values of investment securities at December 31, 2024 and 2023 are summarized as fol
f lows:
December 31, 2024
Amortized Cost
Gross Unrealized
Gains
Gross Unrealized
(Losses)
Fair Value
(in millions)
Held-t
d o-
t
maturity
i
Tax-exempt
$
1,350
$
1
$
(180)
$
1,171
Private label residential MBS
176
—
(38)
138
Total HTM securities
$
1,526
$
1
$
(218)
$
1,309
Availa
i ble-
l fo
-
r-sale debt securities
i
Residential MBS issued by GSEs and GNMA
$
6,225
$
16
$
(410)
$
5,831
U.S. Treasury s
r
ecurities
4,385
1
(3)
4,383
Private label residential MBS
1,148
—
(201)
947
Tax-exempt
921
—
(76)
845
CLO
570
—
—
570
Commercial MBS issued by GSEs and GNMA
447
1
(11)
437
Corporate debt securities
407
—
(21)
386
Other
75
1
(7)
69
Total AFS debt securities
$
14,178
$
19
$
(729)
$
13,468
December 31, 2023
Amortized Cost
Gross Unrealized
Gains
Gross Unrealized
(Losses)
Fair Value
(in millions)
Held-t
d o-maturity
Tax-exempt
$
1,243
$
1
$
(140)
$
1,104
Private label residential MBS
186
—
(39)
147
Total HTM securities
$
1,429
$
1
$
(179)
$
1,251
Available-fo
- r-sale debt securities
U.S. Treasury s
r
ecurities
$
4,853
$
1
$
(1)
$
4,853
Residential MBS issued by GSEs and GNMA
2,328
3
(359)
1,972
CLO
1,407
1
(9)
1,399
Private label residential MBS
1,320
1
(204)
1,117
Tax-exempt
925
—
(67)
858
Commercial MBS issued by GSEs and GNMA
531
8
(9)
530
Corporate debt securities
411
—
(44)
367
Other
74
4
(9)
69
Total AFS debt securities
$
11,849
$
18
$
(702)
$
11,165
In addition, the Company held equity securities, which primarily consisted of preferred stock and CRA investments, with a fair
f
value of $117 million and $126 million at December 31, 2024 and 2023, respectively. Unrealized gains (losses) on equity
securities of $5.1 million and $(1.3) million for the years ended December 31, 2024 and 2023, respectively, were recognized in
earnings as a component of Fair value gain (loss) adju
d stments, net.
Securities with carrying amounts of appr
a
oximately $4.0 billion and $7.7 billion at December 31, 2024 and 2023, respectively,
were pledged for va
f
rious purpos
r
es as required or permitted by law.
102

The fol
f lowing tabl
a es summarize the Company's AFS debt securities in an unrealized loss position, aggregated by major security
type and length of time in a continuous unrealized loss position:
December 31, 2024
Less Than Twelve Months
More Than Twelve Months
Total
Gross
Unrealized
Losses
Fair Value
Gross
Unrealized
Losses
Fair Value
Gross
Unrealized
Losses
Fair Value
(in millions)
Availa
i ble-
l fo
-
r-sale debt securities
i
Residential MBS issued by GSEs and GNMA
$
18
$
1,793
$
392
$
1,482
$
410
$
3,275
U.S. Treasury s
r
ecurities
3
2,185
—
—
3
2,185
Private label residential MBS
—
—
201
939
201
939
Tax-exempt
1
32
75
813
76
845
Corporate debt securities (1)
—
—
21
362
21
362
Commercial MBS issued by GSEs and GNMA
10
220
1
16
11
236
Other
2
32
5
25
7
57
Total AFS securities
$
34
$
4,262
$
695
$
3,637
$
729
$
7,899
(1)
Includes securities with an ACL that have a fai
f r value of $8 million and unrealized losses of $1 million.
December 31, 2023
Less Than Twelve Months
More Than Twelve Months
Total
Gross
Unrealized
Losses
Fair Value
Gross
Unrealized
Losses
Fair Value
Gross
Unrealized
Losses
Fair Value
(in millions)
Available-fo
- r-sale debt securities
U.S. Treasury s
r
ecurities
$
1
$
2,208
$
—
$
—
$
1
$
2,208
Residential MBS issued by GSEs and GNMA
3
174
356
1,551
359
1,725
Private label residential MBS
—
—
204
1,020
204
1,020
CLO
—
—
9
845
9
845
Tax-exempt
3
67
64
773
67
840
Corporate debt securities (1)
—
—
44
359
44
359
Commercial MBS issued by GSEs and GNMA
—
—
9
53
9
53
Other
—
—
9
54
9
54
Total AFS securities
$
7
$
2,449
$
695
$
4,655
$
702
$
7,104
(1)
Includes securities with an ACL that have a fai
f r value of $54 million and unrealized losses of $8 million.
The total number of AFS debt securities in an unrealized loss position at December 31, 2024 is 796, compared to 708 at
December 31, 2023.
On a quarterly basis, the Company performs an impairment analysis on its AFS debt securities in an unrealized loss position at
the end of the period to determine whether credit losses should be recognized on these securities.
Qualitative considerations made by the Company in its impairment analysis are further discussed below.
Government Issu
I
ed Securities
U.S. Treasury s
r
ecurities and commercial and residential MBS are issued by either government agencies or GSEs. These
securities are either explicitly or implicitly guaranteed by the U.S. government, and are highly rated by major rating agencies.
Further, principal and interest payments on these securities continue to be made on a timely basis.
Non-Government Issu
I
ed Securities
Qualitative fact
f
ors used in the Company's credit loss assessment of its securities that are not issued and guaranteed by the U.S.
government include consideration of any adverse conditions related to a specific security, industry, or geogr
r
aphic region of its
securities, any credit ratings below investment grade, the payment structur
t
e of the security and the likelihood of the issuer to be
able to make payments that increase in the future, and failure of the issuer to make any schedul
d ed principal or interest payments.
103

For the Company's corpor
r
ate debt and tax-exempt securities, the Company also considers various metrics of the issuer including
days of cash on hand, the ratio of long-term debt to total assets, the net change in cash between reporting periods, and
consideration of any breach in covenant requirements. The Company's corporate debt securities are primarily investment grade,
issuers continue to make timely principal and interest payments, and the unrealized losses on these security portfol
f ios primarily
relate to changes in interest rates and other market conditions not considered to be credit-related issues. The Company continues
to receive timely principal and interest payments on its tax-exempt securities and the majority of these issuers have revenues
pledged for paym
f
ent of debt service prior to payment of other types of expenses.
The Company performed a targeted impairment analysis on its AFS debt securities issued by regional banks held in its
corporate debt securities portfol
f io. The Company considered the issuers' credit ratings, probability of default, and other factors.
As a result of the analysis, a $1.0 million recovery of credit losses was recognized during the year ended December 31, 2024,
compared to an $18.5 million provision of credit losses dur
d
ing the year ended December 31, 2023. The provision for credit
losses for
f
the year ended December 31, 2023 included recognition of a $17.1 million charge-off for one debt security issued by
a regional bank that was sold. The Company does not intend to sell and it is more likely than not the Company will not be
required to sell the remainder of these regional bank debt securities prior to their anticipated recovery, therefore, no additional
credit losses on the Company's remaining portfol
f io have been recognized during the year ended December 31, 2024.
For the Company's private labe
a
l residential MBS, which consist of non-agency collateralized mortgage obligations secured by
pools of residential mortgage loans, the Company also considers metrics such as securitization risk weight factor, current credit
suppor
u
t, whether there were any mortgage principal losses resulting fro
f
m defaults in payments on the underlying mortgage
collateral, and the credit default rate over the last twelve months. These securities primarily carry investment grade credit
ratings, principal and interest payments on these securities continue to be made on a timely basis, and credit support for
f
these
securities is considered adequate.
The Company's CLO portfol
f io consists of highly rated securitization tranches, containing pools of medium to large-sized
corporate, high yield loans. These are variabl
a e rate securities that have an investment grade rating of Single-A or better.
Unrealized losses on these securities are primarily a func
f
tion of the differe
f
ntial fro
f
m the offe
f r price and the valuation mid-
market price as well as changes in interest rates.
Unrealized losses on the Company's other securities portfol
f io relate to taxable municipal and trus
r
t preferred securities. The
Company is continuing to receive timely principal and interest payments on its taxable municipal securities, these securities
continue to be highly rated, and the number of days of cash on hand is strong. The Company's trust preferred securities are
investment grade and the issuers continue to make timely principal and interest payments.
The fol
f lowing tabl
a es present a rollfor
f
ward by majo
a r security type of the ACL on the Company's AFS debt securities:
Year Ended December 31, 2024
Balance,
December 31, 2023
Recovery of Credit
Losses
Charge-offs
f
Recoveries
Balance,
December 31, 2024
(in millions)
Availa
i ble-
l fo
-
r-sale securities
i
Corporate debt securities
$
1.4
$
(1.0)
$
—
$
—
$
0.4
Year Ended December 31, 2023
Balance,
December 31, 2022
Provision for Credit
Losses
Charge-offs
f
Recoveries
Balance
December 31, 2023
(in millions)
Available-fo
- r-sale securities
Corporate debt securities
$
—
$
18.5
$
(17.1)
$
—
$
1.4
The credit loss model under ASC 326-20, applicable to HTM debt securities, requires recognition of lifet
f ime expected credit
losses through an allowance account at the time the security is purchased.
104

The fol
f lowing tabl
a es present a rollfor
f
ward by majo
a r security type of the ACL on the Company's HTM debt securities:
Year Ended December 31, 2024
Balance,
December 31, 2023
Provision for Credit
Losses
Charge-offs
f
Recoveries
Balance,
December 31, 2024
(in millions)
Held-t
d o-
t
maturity
i
debt securities
i
Tax-exempt
$
7.8
$
8.6
$
—
$
—
$
16.4
Year Ended December 31, 2023
Balance,
December 31, 2022
Provision for Credit
Losses
Charge-offs
f
Recoveries
Balance
December 31, 2023
(in millions)
Held-t
d o-maturity debt securities
Tax-exempt
$
5.2
$
2.6
$
—
$
—
$
7.8
No allowance has been recognized on the Company's HTM private label residential MBS as losses are not expected due to the
Company holding a senior position in these securities.
Accrue
r
d interest receivable on HTM securities totaled $5 million at December 31, 2024 and 2023, and is excluded fro
f
m the
estimate of expected credit losses.
The fol
f lowing tabl
a es summarize the carrying amount of the Company’s investment ratings position as of December 31, 2024
and 2023, which are updated quarterly and used to monitor the credit quality of the Company's securities:
December 31, 2024
AAA
Split-rated
AAA/AA+
AA+ to
AA-
A+ to A-
BBB+ to
BBB-
BB+ and
below
Unrated
Totals
(in millions)
Held-t
d o-
t
maturity
i
Tax-exempt
$
—
$
—
$
—
$
—
$
—
$
—
$
1,350
$
1,350
Private label residential MBS
—
—
—
—
—
—
176
176
Total HTM securities (1)
$
—
$
—
$
—
$
—
$
—
$
—
$
1,526
$
1,526
Availa
i ble-
l fo
-
r-sale debt securities
i
Residential MBS issued by GSEs
and GNMA
$
—
$
5,831
$
—
$
—
$
—
$
—
$
—
$
5,831
U.S. Treasury s
r
ecurities
—
4,383
—
—
—
—
—
4,383
Private label residential MBS
921
—
26
—
—
—
—
947
Tax-exempt
9
19
348
375
—
—
94
845
CLO
50
—
465
55
—
—
—
570
Commercial MBS issued by GSEs
and GNMA
—
437
—
—
—
—
—
437
Corporate debt securities
—
—
—
78
226
82
—
386
Other
—
1
8
2
40
1
17
69
Total AFS securities (1)
$
980
$
10,671
$
847
$
510
$
266
$
83
$
111
$
13,468
Equity
i
securities
i
Preferred stock
$
—
$
—
$
—
$
—
$
50
$
29
$
12
$
91
CRA i
R
nvestments
—
26
—
—
—
—
—
26
Total equity securities (1)
$
—
$
26
$
—
$
—
$
50
$
29
$
12
$
117
(1)
For rated securities, if ratings differ, the Company uses an average of the availabl
a e ratings by major credit agencies.
105

December 31, 2023
AAA
Split-rated
AAA/AA+
AA+ to
AA-
A+ to A-
BBB+ to
BBB-
BB+ and
below
Unrated
Totals
(in millions)
Held-t
d o-maturity
Tax-exempt
$
—
$
—
$
—
$
—
$
—
$
—
$
1,243
$
1,243
Private label residential MBS
—
—
—
—
—
—
186
186
Total HTM securities (1)
$
—
$
—
$
—
$
—
$
—
$
—
$
1,429
$
1,429
Available-fo
- r-sale debt securities
U.S. Treasury s
r
ecurities
$
—
$
4,853
$
—
$
—
$
—
$
—
$
—
$
4,853
Residential MBS issued by GSEs
and GNMA
—
1,972
—
—
—
—
—
1,972
CLO
79
—
1,265
55
—
—
—
1,399
Private label residential MBS
1,090
—
26
—
—
1
—
1,117
Tax-exempt
9
16
361
386
—
—
86
858
Commercial MBS issued by GSEs
and GNMA
—
530
—
—
—
—
—
530
Corporate debt securities
—
—
—
76
211
80
—
367
Other
—
—
9
11
28
4
17
69
Total AFS securities (1)
(
$
1,178
$
7,371
$
1,661
$
528
$
239
$
85
$
103
$
11,165
Equity securities
Preferred stock
$
—
$
—
$
—
$
—
$
54
$
35
$
11
$
100
CRA i
R
nvestments
—
26
—
—
—
—
—
26
Total equity securities (1)
$
—
$
26
$
—
$
—
$
54
$
35
$
11
$
126
(1)
For rated securities, if ratings differ, the Company uses an average of the availabl
a e ratings by major credit agencies.
A security is considered to be past due once it is 30 days contractua
t
lly past due under the terms of the agreement. As of
December 31, 2024, the Company did not have a significant amount of investment securities that were past due or on
nonaccrual status.
t
The amortized cost and fai
f r value of the Company's debt securities as of December 31, 2024, by contractua
t
l matur
t
ities, are
shown below. MBS are shown separately as individual MBS are comprised of pools of loans with varying matur
t
ities.
Therefor
f
e, these securities are listed separately in the maturity summary.
r
December 31, 2024
Amortized Cost
Estimated Fair
Value
(in millions)
Held-t
d o-
t
maturity
i
Due in one year or less
$
35
$
35
Afte
f r one year through five years
9
9
Afte
f r fiv
f e years through ten years
117
105
Afte
f r ten years
1,189
1,022
Mortgage-backed securities
176
138
Total HTM securities
$
1,526
$
1,309
Availa
i ble-
l fo
-
r-sale
Due in one year or less
$
4,404
$
4,402
Afte
f r one year through five years
172
167
Afte
f r fiv
f e years through ten years
548
531
Afte
f r ten years
1,234
1,153
Mortgage-backed securities
7,820
7,215
Total AFS securities
$
14,178
$
13,468
106

The fol
f lowing tabl
a e presents gross gains and losses on sales of investment securities:
Year Ended December 31,
2024
2023
2022
(in millions)
Availa
i ble-
l fo
-
r-sale securities
i
Gross gains
$
19.6
$
4.0
$
7.5
Gross losses
(2.2)
(44.4)
(0.2)
Net gain (loss) on AFS securities
$
17.4
$
(40.4)
$
7.3
Equity
i
securities
i
Gross gains
$
—
$
—
$
—
Gross losses
—
(0.4)
(0.5)
Net loss on equity securities
$
—
$
(0.4)
$
(0.5)
During the years ended December 31, 2024, 2023, and 2022, the Company sold AFS securities with a carrying value of
$4.5 billion, $1.6 billion and $170 million, respectively, and recognized a net gain (loss) of $17.4 million, $(40.4) million, and
$7.3 million, respectively. During the year ended December 31, 2024, U.S. Treasury securities and MBS were sold to secure
gains, while CLOs were sold as part of the Company's effor
f
ts to shift t
f
he investment portfol
f io mix toward high quality liquid
assets. During the year ended December 31, 2023, losses on AFS securities sales related primarily to sales of CLO securities
that were executed as part of the Company's balance sheet repositioning strategy. Lastly, dur
d
ing the year ended December 31,
2022, AFS securities sales were largely related to the Company's interest rate management actions to secure gains on tax-
exempt municipal securities that were purchased at a discount at the onset of the pandemic.
107

3. LOANS HELD FOR SALE
The Company purchases and originates residential mortgage loans primarily through its AmeriHome mortgage banking
business channel that are held for sale or securitization.
The fol
f lowing is a summary of loans HFS by type:
December 31,
2024
2023
(in millions)
Government-insured or guaranteed:
EBO (1)
$
—
$
2
Non-EBO
764
498
Total government-insured or guaranteed
764
500
Agency-conforming
1,502
899
Non-agency
20
3
Total loans HFS
$
2,286
$
1,402
(1)
EBO loans are delinquent FHA, VA, or USDA loans purchased from GNMA pools under the terms of the GNMA MBS program that can be
repooled when loans are brought current either through the borrower's reperformance or through completion of a loan modification.
The fol
f lowing is a summary of the net gain on loan purchase, origination, and sale activities on residential mortgage loans to be
sold or securitized:
Year Ended December 31,
2024
2023
(in millions)
Mortgage servicing rights capitalized upon sale of loans
$
922.8
$
864.5
Net proceeds fro
f
m sale of loans (1)
(820.0)
(785.6)
Provision for and change in estimate of liability for losses under representations and warranties, net
5.0
5.2
Change in fair value
(17.0)
15.0
Change in fair value of derivatives:
Unrealized gain (loss) on derivatives
61.4
(18.4)
Realized (loss) gain on derivatives
(3.3)
55.4
Total change in fair value of derivatives
58.1
37.0
Net gain on residential mortgage loans HFS
$
148.9
$
136.1
Loan acquisition and origination fees
f
57.4
57.4
Net gain on loan origination and sale activities
$
206.3
$
193.5
(1)
Represents the difference between cash proceeds received upon
u
settlement and loan basis.
108

4. LOANS, LEASES AND ALLOWANCE FOR CREDIT LOSSES
The composition of the Company's HFI loan portfol
f io is as follows:
December 31,
2024
2023
(in millions)
Warehouse lending
$
8,207
$
6,618
Municipal & nonprofit
f
1,620
1,554
Tech & innovation
3,383
2,808
Equity fund resources
884
845
Other commercial and industrial
9,175
7,452
CRE - owner occupi
u ed
1,675
1,658
Hotel fra
f nchise finance
3,815
3,855
Other CRE - non-owner occupi
u ed
6,342
5,974
Residential
12,961
13,287
Residential - EBO
972
1,223
Construc
r
tion and land development
4,468
4,862
Other
174
161
Total loans HFI
53,676
50,297
Allowance for
f
credit losses
(374)
(337)
Total loans HFI, net of allowance
$
53,302
$
49,960
Loans classified as HFI are stated at the amount of unpaid principal, adju
d sted for net deferred fees an
f
d costs, premiums and
discounts on acquired and purchased loans, and an ACL. Net deferred loan fees
f
of $106 million and $108 million reduc
d
ed the
carrying value of loans as of December 31, 2024 and 2023, respectively. Net unamortized purchase premiums on acquired and
purchased loans of $175 million and $177 million increased the carrying value of loans as of December 31, 2024 and 2023,
respectively.
Nonaccrual and Past Due Loans
Loans are placed on nonaccrua
r
l status when management determines the ful
f l repayment of principal and collection of interest
according to contractua
t
l terms is no longer likely, generally when the loan becomes 90 days or more past due.
d
The fol
f lowing tabl
a es present nonperforming loan balances by loan portfol
f io segment:
December 31, 2024
Nonaccrual with No
Allowance for
f
Credit Loss
Nonaccrual with an
Allowance for
f
Credit Loss
Total Nonaccrual
Loans Past Due 90
Days or More and
Still Accruing
(in millions)
Municipal & nonprofit
f
$
—
$
5
$
5
$
—
Tech & innovation
3
57
60
—
Equity fund resources
—
1
1
—
Other commercial and industrial
11
6
17
—
CRE - owner occupi
u ed
5
—
5
—
Other CRE - non-owner occupi
u ed
172
71
243
—
Residential
—
88
88
—
Residential - EBO
—
—
—
326
Construc
r
tion and land development
55
1
56
—
Other
1
—
1
—
Total
$
247
$
229
$
476
$
326
Loans contractua
t
lly delinquent by 90 days or more and still accruing totaled $326 million at December 31, 2024 and consisted
of government guaranteed EBO residential loans.
Additionally, the recorded investment of consumer mortgage loans secured by residential real estate properties for
f
which form
f
al
foreclosure proceedings are in process totaled $99 million at December 31, 2024.
109

December 31, 2023
Nonaccrua
r
l with No
Allowance for
f
Credit
Loss
Nonaccrua
r
l with an
Allowance for
f
Credit
Loss
Total Nonaccrual
r
Loans Past Due 90
Days or More and
Still Accruing
r
(in millions)
Municipal & nonprofit
f
$
—
$
6
$
6
$
—
Tech & innovation
23
10
33
—
Other commercial and industrial
19
34
53
—
CRE - owner occupi
u ed
8
1
9
—
Other CRE - non-owner occupi
u ed
82
1
83
—
Residential
—
70
70
—
Residential - EBO
—
—
—
399
Construc
r
tion and land development
19
—
19
42
Total
$
151
$
122
$
273
$
441
Loans contractua
t
lly delinquent by 90 days or more and still accruing totaled $441 million at December 31, 2023 and consisted
of government guaranteed EBO residential loans and construc
r
tion and land development loans.
The reduc
d
tion in interest income associated with loans on nonaccrua
r
l status was approximately $24.5 million, $12.3 million,
and $4.7 million for the years ended December 31, 2024, 2023, and 2022, respectively.
The fol
f lowing tabl
a es present an aging analysis of past due loans by loan portfol
f io segment:
December 31, 2024
Current
30-59 Days
Past Due
60-89 Days
Past Due
Over 90 days
Past Due
Total
Past Due
Total
Nonaccrual
Total
(in millions)
Warehouse lending
$
8,207
$
—
$
—
$
—
$
—
$
—
$
8,207
Municipal & nonprofit
f
1,615
—
—
—
—
5
1,620
Tech & innovation
3,320
3
—
—
3
60
3,383
Equity fund resources
883
—
—
—
—
1
884
Other commercial and
industrial
9,157
1
—
—
1
17
9,175
CRE - owner occupi
u ed
1,670
—
—
—
—
5
1,675
Hotel fra
f nchise finance
3,785
—
30
—
30
—
3,815
Other CRE - non-owner
occupi
u ed
6,097
—
2
—
2
243
6,342
Residential
12,818
45
10
—
55
88
12,961
Residential - EBO
463
107
76
326
509
—
972
Construc
r
tion and land
development
4,412
—
—
—
—
56
4,468
Other
172
1
—
—
1
1
174
Total loans
$
52,599
$
157
$
118
$
326
$
601
$
476
$
53,676
110

December 31, 2023
Current
30-59 Days
Past Due
60-89 Days
Past Due
Over 90 days
Past Due
Total
Past Due
Total
Nonaccrua
r
l
Total
(in millions)
Warehouse lending
$
6,618
$
—
$
—
$
—
$
—
$
—
$
6,618
Municipal & nonprofit
f
1,548
—
—
—
—
6
1,554
Tech & innovation
2,775
—
—
—
—
33
2,808
Equity fund resources
845
—
—
—
—
—
845
Other commercial and
industrial
7,386
13
—
—
13
53
7,452
CRE - owner occupi
u ed
1,618
—
31
—
31
9
1,658
Hotel fra
f nchise finance
3,824
15
16
—
31
—
3,855
Other CRE - non-owner
occupi
u ed
5,891
—
—
—
—
83
5,974
Residential
13,129
68
20
—
88
70
13,287
Residential - EBO
545
173
106
399
678
—
1,223
Construc
r
tion and land
development
4,801
—
—
42
42
19
4,862
Other
160
1
—
—
1
—
161
Total loans
$
49,140
$
270
$
173
$
441
$
884
$
273
$
50,297
111

Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about
a
the abi
a lity of borrowers to service their
debt such as current financial infor
f
mation, historical payment experience, credit documentation, public information, and current
economic trends, among other fact
f
ors. The Company analyzes loans individually to classify the loans as to credit risk. This
analysis is performed on a quarterly basis. The risk rating categories are described in "Note 1. Summary o
r
f Significant
Accounting Policies" of these Notes to Consolidated Financial Statements. The fol
f lowing tabl
a es present risk ratings by loan
portfol
f io segment and origination year. The origination year is the year of origination or renewal.
Warehouse lending
Pass
$
205
$
545
$
264
$
—
$
278
$
—
$
6,915
$
8,207
Special mention
—
—
—
—
—
—
—
—
Classified
—
—
—
—
—
—
—
—
Total
$
205
$
545
$
264
$
—
$
278
$
—
$
6,915
$
8,207
Current period gross charge-offs
f
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Municipal & nonprofit
f
Pass
$
175
$
89
$
195
$
144
$
160
$
833
$
1
$
1,597
Special mention
—
—
7
—
11
—
—
18
Classified
—
—
—
—
—
5
—
5
Total
$
175
$
89
$
202
$
144
$
171
$
838
$
1
$
1,620
Current period gross charge-offs
f
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Tech & innovation
Pass
$
1,378
$
475
$
301
$
89
$
—
$
61
$
903
$
3,207
Special mention
26
15
16
11
—
—
7
75
Classified
30
7
45
3
—
—
16
101
Total
$
1,434
$
497
$
362
$
103
$
—
$
61
$
926
$
3,383
Current period gross charge-offs
f
$
1.2
$
1.5
$
19.1
$
—
$
3.6
$
—
$
3.2
$
28.6
Equity fund resources
Pass
$
6
$
78
$
24
$
32
$
2
$
—
$
741
$
883
Special mention
—
—
—
—
—
—
—
—
Classified
1
—
—
—
—
—
—
1
Total
$
7
$
78
$
24
$
32
$
2
$
—
$
741
$
884
Current period gross charge-offs
f
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Other commercial and industrial
Pass
$
2,217
$
973
$
801
$
324
$
75
$
155
$
4,456
$
9,001
Special mention
1
—
38
1
—
—
3
43
Classified
11
86
10
18
2
4
—
131
Total
$
2,229
$
1,059
$
849
$
343
$
77
$
159
$
4,459
$
9,175
Current period gross charge-offs
f
$
—
$
0.2
$
1.0
$
4.7
$
—
$
0.3
$
1.1
$
7.3
CRE - owner occupied
Pass
$
231
$
159
$
323
$
298
$
146
$
465
$
29
$
1,651
Special mention
2
—
1
1
—
1
—
5
Classified
—
—
12
3
—
4
—
19
Total
$
233
$
159
$
336
$
302
$
146
$
470
$
29
$
1,675
Current period gross charge-offs
f
$
—
$
—
$
—
$
—
$
—
$
0.3
$
—
$
0.3
Hotel fra
f
nchise finance
Pass
$
1,036
$
522
$
1,204
$
405
$
33
$
342
$
132
$
3,674
Special mention
98
—
14
—
—
—
—
112
Classified
—
—
29
—
—
—
—
29
Total
$
1,134
$
522
$
1,247
$
405
$
33
$
342
$
132
$
3,815
Current period gross charge-offs
f
$
—
$
—
$
—
$
1.4
$
—
$
1.5
$
—
$
2.9
Term Loan Amortized Cost Basis by Origination Year
Revolving
Loans
Amortized
Cost Basis
Total
As of and for
f
the year ended
December 31, 2024
2024
2023
2022
2021
2020
Prior
(in millions)
112

Other CRE - non-owner occupied
Pass
$
1,056
$
1,388
$
1,589
$
557
$
250
$
264
$
588
$
5,692
Special mention
75
—
59
—
2
2
—
138
Classified
34
244
173
48
12
1
—
512
Total
$
1,165
$
1,632
$
1,821
$
605
$
264
$
267
$
588
$
6,342
Current period gross charge-offs
f
$
—
$
21.8
$
9.5
$
22.7
$
—
$
—
$
—
$
54.0
Residential
Pass
$
659
$
231
$
3,331
$
7,519
$
762
$
421
$
28
$
12,951
Special mention
—
—
—
—
—
—
—
—
Classified
—
2
41
33
4
8
—
88
Cumulative fair value hedging
adju
d stment
—
—
—
—
—
—
—
(78)
Total
$
659
$
233
$
3,372
$
7,552
$
766
$
429
$
28
$
12,961
Current period gross charge-offs
f
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Residential - EBO
Pass
$
1
$
15
$
12
$
200
$
447
$
297
$
—
$
972
Special mention
—
—
—
—
—
—
—
—
Classified
—
—
—
—
—
—
—
—
Total
$
1
$
15
$
12
$
200
$
447
$
297
$
—
$
972
Current period gross charge-offs
f
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Construction and land development
Pass
$
798
$
525
$
1,526
$
62
$
2
$
—
$
1,487
$
4,400
Special mention
—
—
—
—
—
—
—
—
Classified
—
38
30
—
—
—
—
68
Total
$
798
$
563
$
1,556
$
62
$
2
$
—
$
1,487
$
4,468
Current period gross charge-offs
f
$
—
$
—
$
1.5
$
—
$
—
$
—
$
—
$
1.5
Other
Pass
$
24
$
—
$
8
$
2
$
13
$
72
$
52
$
171
Special mention
—
—
—
—
—
1
—
1
Classified
1
—
—
—
—
1
—
2
Total
$
25
$
—
$
8
$
2
$
13
$
74
$
52
$
174
Current period gross charge-offs
f
$
—
$
—
$
—
$
—
$
—
$
0.6
$
0.1
$
0.7
Total by Risk Category
Pass
$
7,786
$
5,000
$
9,578
$
9,632
$
2,168
$
2,910
$
15,332
$
52,406
Special mention
202
15
135
13
13
4
10
392
Classified
77
377
340
105
18
23
16
956
Cumulative fair value hedging
adju
d stment
—
—
—
—
—
—
—
(78)
Total
$
8,065
$
5,392
$
10,053
$
9,750
$
2,199
$
2,937
$
15,358
$
53,676
Current period gross charge-offs
f
$
1.2
$
23.5
$
31.1
$
28.8
$
3.6
$
2.7
$
4.4
$
95.3
Term Loan Amortized Cost Basis by Origination Year
Revolving
Loans
Amortized
Cost Basis
Total
As of and for
f
the year ended
December 31, 2024
2024
2023
2022
2021
2020
Prior
(in millions)
113

Warehouse lending
Pass
$
582
$
323
$
7
$
289
$
—
$
—
$
5,391
$
6,592
Special mention
—
—
—
—
—
—
26
26
Classified
—
—
—
—
—
—
—
—
Total
$
582
$
323
$
7
$
289
$
—
$
—
$
5,417
$
6,618
Current period gross charge-offs
f
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Municipal & nonprofit
f
Pass
$
102
$
167
$
176
$
169
$
68
$
848
$
—
$
1,530
Special mention
—
7
—
11
—
—
—
18
Classified
—
—
—
—
6
—
—
6
Total
$
102
$
174
$
176
$
180
$
74
$
848
$
—
$
1,554
Current period gross charge-offs
f
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Tech & innovation
Pass
$
758
$
774
$
206
$
22
$
66
$
38
$
816
$
2,680
Special mention
5
30
12
—
—
—
1
48
Classified
15
52
1
5
—
—
7
80
Total
$
778
$
856
$
219
$
27
$
66
$
38
$
824
$
2,808
Current period gross charge-offs
f
$
1.7
$
1.1
$
0.6
$
3.5
$
—
$
—
$
—
$
6.9
Equity fund resources
Pass
$
154
$
62
$
21
$
3
$
1
$
—
$
604
$
845
Special mention
—
—
—
—
—
—
—
—
Classified
—
—
—
—
—
—
—
—
Total
$
154
$
62
$
21
$
3
$
1
$
—
$
604
$
845
Current period gross charge-offs
f
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Other commercial and industrial
Pass
$
1,610
$
1,454
$
559
$
185
$
77
$
196
$
3,186
$
7,267
Special mention
90
1
1
—
—
—
1
93
Classified
1
25
59
2
4
—
1
92
Total
$
1,701
$
1,480
$
619
$
187
$
81
$
196
$
3,188
$
7,452
Current period gross charge-offs
f
$
0.8
$
3.4
$
13.2
$
3.9
$
0.3
$
0.2
$
0.9
$
22.7
CRE - owner occupi
u ed
Pass
$
165
$
344
$
322
$
163
$
132
$
444
$
40
$
1,610
Special mention
—
—
—
—
—
1
—
1
Classified
2
1
4
1
1
38
—
47
Total
$
167
$
345
$
326
$
164
$
133
$
483
$
40
$
1,658
Current period gross charge-offs
f
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Hotel fra
f nchise finance
Pass
$
593
$
1,535
$
566
$
95
$
419
$
165
$
132
$
3,505
Special mention
34
—
66
—
35
68
—
203
Classified
24
8
48
—
43
24
—
147
Total
$
651
$
1,543
$
680
$
95
$
497
$
257
$
132
$
3,855
Current period gross charge-offs
f
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Other CRE - non-owner occupi
u ed
Pass
$
1,832
$
1,784
$
754
$
457
$
166
$
206
$
387
$
5,586
Special mention
164
—
16
43
28
—
—
251
Classified
28
—
93
1
14
1
—
137
Total
$
2,024
$
1,784
$
863
$
501
$
208
$
207
$
387
$
5,974
Current period gross charge-offs
f
$
—
$
—
$
5.1
$
—
$
—
$
0.1
$
—
$
5.2
Term Loan Amortized Cost Basis by Origination Year
Revolving
Loans
Amortized
Cost Basis
Total
As of and for
f
the year ended
December 31, 2023
2023
2022
2021
2020
2019
Prior
(in millions)
114

Residential
Pass
$
324
$
3,573
$
7,985
$
819
$
270
$
207
$
20
$
13,198
Special mention
—
—
—
—
—
—
—
—
Classified
1
26
33
4
4
2
—
70
Cumulative fair value hedging
adju
d stment
—
—
—
—
—
—
—
19
Total
$
325
$
3,599
$
8,018
$
823
$
274
$
209
$
20
$
13,287
Current period gross charge-offs
f
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Residential - EBO
Pass
$
2
$
8
$
227
$
534
$
231
$
221
$
—
$
1,223
Special mention
—
—
—
—
—
—
—
—
Classified
—
—
—
—
—
—
—
—
Total
$
2
$
8
$
227
$
534
$
231
$
221
$
—
$
1,223
Current period gross charge-offs
f
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Construc
r
tion and land development
Pass
$
1,013
$
2,231
$
385
$
10
$
—
$
—
$
1,151
$
4,790
Special mention
—
—
—
—
—
—
—
—
Classified
1
19
—
52
—
—
—
72
Total
$
1,014
$
2,250
$
385
$
62
$
—
$
—
$
1,151
$
4,862
Current period gross charge-offs
f
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
Other
Pass
$
4
$
10
$
3
$
11
$
3
$
62
$
66
$
159
Special mention
—
—
—
—
—
1
—
1
Classified
—
—
—
—
—
1
—
1
Total
$
4
$
10
$
3
$
11
$
3
$
64
$
66
$
161
Current period gross charge-offs
f
$
—
$
0.2
$
—
$
—
$
—
$
0.2
$
—
$
0.4
Total by Risk Category
Pass
$
7,139
$
12,265
$
11,211
$
2,757
$
1,433
$
2,387
$
11,793
$
48,985
Special mention
293
38
95
54
63
70
28
641
Classified
72
131
238
65
72
66
8
652
Cumulative fai
f r value hedging
adju
d stment
—
—
—
—
—
—
—
19
Total
$
7,504
$
12,434
$
11,544
$
2,876
$
1,568
$
2,523
$
11,829
$
50,297
Current period gross charge-offs
f
$
2.5
$
4.7
$
18.9
$
7.4
$
0.3
$
0.5
$
0.9
$
35.2
Term Loan Amortized Cost Basis by Origination Year
Revolving
Loans
Amortized
Cost Basis
Total
As of and for
f
the year ended
December 31, 2023
2023
2022
2021
2020
2019
Prior
(in millions)
115

Restructurings for Borrowers Experiencing Financial Diffi
f culty
The fol
f lowing tabl
a es present the amortized cost basis of loans HFI that were modified during the period by loan portfol
f io
segment:
Amortized Cost Basis at December 31, 2024
Payment Delay
and Term
Extension
Term
Extension
Interest Rate
Reduction
Payment Delay
Total
% of Total
Class of
Financing
Receivable
Year Ended
(dol
d lars in millions)
Tech & innovation
$
—
$
5
$
1
$
41
$
47
1.4 %
Other commercial and industrial
—
7
—
86
93
1.0
Other CRE - non-owner occupi
u ed
—
46
—
111
157
2.5
Total
$
—
$
58
$
1
$
238
$
297
0.6 %
Amortized Cost Basis at December 31, 2023
Payment Delay
and Term
Extension
Term Extension
Interest Rate
Reduction
Payment Delay
Total
% of Total Class
of Financing
Receivable
Year Ended
(dol
d lars in millions)
Tech & innovation
$
1
$
6
$
—
$
8
$
15
0.5 %
Other commercial and industrial
—
23
—
8
31
0.4
CRE - owner occupi
u ed
—
3
—
—
3
0.2
Hotel fra
f nchise finance
—
37
—
—
37
1.0
Other CRE - non-owner occupi
u ed
—
119
—
—
119
2.0
Residential
—
—
—
1
1
0.0
Total
$
1
$
188
$
—
$
17
$
206
0.4 %
The performance of these modified loans is monitored for
f
12 months following the modification. As of December 31, 2024,
modified loans of $128 million were current with contractua
t
l payments and $169 million were on nonaccrua
r
l status. As of
December 31, 2023, modified loans of $95 million were current with contractua
t
l payments and $111 million were on
nonaccrual status.
t
In the normal course of business, the Company also modifies EBO loans, which are delinquent FHA, VA, or USDA insured or
guaranteed loans repurchased under the terms of the GNMA MBS program and can be repooled or resold when loans are
brought current either through the borrower's reperformance or completion of a loan modification. During the years ended
December 31, 2024 and 2023, the Company completed modifications of EBO loans with an amortized cost of $366 million and
$225 million, respectively. These modifications were largely payment delays and term extensions. Certain of these loans were
repooled or resold afte
f r modification and are no longer included in the pool of loan modifications being monitored for fut
f
ure
t
performance. As of December 31, 2024, modified EBO loans consisted of $29 million in loans that were current to 89 days
delinquent and $11 million in loans 90 days or more delinquent. As of December 31, 2023, modified EBO loans consisted of
$26 million in loans that were current to 89 days delinquent and $12 million in loans 90 days or more delinquent.
Collateral-Dependent Loans
The fol
f lowing tabl
a e presents the amortized cost basis of collateral-dependent loans by loan portfol
f io segment:
December 31,
2024
2023
Real Estate
Collateral
Other
Collateral
Total
Real Estate
Collateral
Other
Collateral
Total
(in millions)
Municipal & nonprofit
f
$
—
$
5
$
5
$
—
$
6
$
6
Tech & innovation
—
5
5
—
—
—
Other commercial and industrial
—
11
11
—
29
29
CRE - owner occupi
u ed
16
—
16
43
—
43
Hotel fra
f nchise finance
29
—
29
104
—
104
Other CRE - non-owner occupi
u ed
474
—
474
136
—
136
Construc
r
tion and land development
67
—
67
71
—
71
Total
$
586
$
21
$
607
$
354
$
35
$
389
116

The Company did not identify any significant changes in the extent to which collateral secures its collateral dependent loans,
whether in the form of general deterioration or fro
f
m other factors dur
d
ing the year ended December 31, 2024.
Allowance for
f
Credit Losses
The ACL consists of the ACL on funded loans HFI and an ACL on unfunded loan commitments. The ACL on HTM securities
is estimated separately from loans, see "Note 2. Investment Securities" of these Notes to Consolidated Financial Statements for
f
further discussion. Management considers the level of ACL to be a reasonable and suppor
u
tabl
a e estimate of expected credit
losses inherent within the Company's HFI loan portfol
f io as of December 31, 2024.
The below tabl
a es reflect the activity in the ACL on loans HFI by loan portfol
f io segment, which includes an estimate of future
f
recoveries:
Year Ended December 31, 2024
Balance,
December 31, 2023
Provision for
(Recovery of)f
Credit Losses
Charge-offs
f
Recoveries
Balance,
December 31, 2024
(in millions)
Warehouse lending
$
5.8
$
0.6
$
—
$
—
$
6.4
Municipal & nonprofit
f
14.7
—
—
—
14.7
Tech & innovation
42.1
42.3
28.6
(0.1)
55.9
Equity fund resources
1.3
0.3
—
—
1.6
Other commercial and industrial
81.4
2.7
7.3
(1.0)
77.8
CRE - owner occupi
u ed
6.0
(2.4)
0.3
(0.1)
3.4
Hotel fra
f nchise finance
33.4
4.1
2.9
(0.7)
35.3
Other CRE - non-owner
occupi
u ed
96.0
92.4
54.0
—
134.4
Residential
23.1
(3.4)
—
—
19.7
Residential - EBO
—
—
—
—
—
Construc
r
tion and land
development
30.4
(7.6)
1.5
—
21.3
Other
2.5
1.4
0.7
(0.1)
3.3
Total
$
336.7
$
130.4
$
95.3
$
(2.0)
$
373.8
Year Ended December 31, 2023
Balance,
December 31, 2022
Provision for
(Recovery of) C
f
redit
Losses
Charge-offs
f
Recoveries
Balance,
December 31, 2023
(in millions)
Warehouse lending
$
8.4
$
(2.6)
$
—
$
—
$
5.8
Municipal & nonprofit
f
15.9
(1.2)
—
—
14.7
Tech & innovation
30.8
18.2
6.9
—
42.1
Equity fund resources
6.4
(5.1)
—
—
1.3
Other commercial and industrial
85.9
13.2
22.7
(5.0)
81.4
CRE - owner occupi
u ed
7.1
(1.1)
—
—
6.0
Hotel fra
f nchise finance
46.9
(13.5)
—
—
33.4
Other CRE - non-owner
occupi
u ed
47.4
53.8
5.2
—
96.0
Residential
30.4
(7.4)
—
(0.1)
23.1
Residential - EBO
—
—
—
—
—
Construc
r
tion and land
development
27.4
3.0
—
—
30.4
Other
3.1
(0.4)
0.4
(0.2)
2.5
Total
$
309.7
$
56.9
$
35.2
$
(5.3)
$
336.7
Accrue
r
d interest receivable of $272 million and $281 million at December 31, 2024 and 2023, respectively, was excluded from
f
the estimate of credit losses. Whereas, accrue
r
d interest receivable related to the Company's Residential-EBO loan portfol
f io
segment was included in the estimate of credit losses and had an allowance of $1 million and $4 million as of December 31,
2024 and 2023, respectively. Accrue
r
d interest receivable, net of any allowance, is included in Other assets on the Consolidated
Balance Sheet.
117

In addition to the ACL on funde
f
d loans HFI, the Company maintains a separate ACL related to off-b
f
alance sheet credit
exposures, including unfunded loan commitments. This allowance is included in Other liabi
a lities on the Consolidated Balance
Sheet.
The below tabl
a e refle
f cts the activity in the ACL on unfunded loan commitments:
Year Ended December 31,
2024
2023
(in millions)
Balance, beginning of period
$
31.6
$
47.0
Provision for (recovery of) c
f
redit losses
7.9
(15.4)
Balance, end of period
$
39.5
$
31.6
The fol
f lowing tabl
a es disaggregate the Company's ACL on funded loans HFI and loan balances by measurement methodology:
December 31, 2024
Loans
Allowance
Collectively
Evaluated for
f
Credit Loss
Individually
Evaluated for
f
Credit Loss
Total
Collectively
Evaluated for
f
Credit Loss
Individually
Evaluated for
f
Credit Loss
Total
(in millions)
Warehouse lending
$
8,207
$
—
$
8,207
$
6.4
$
—
$
6.4
Municipal & nonprofit
f
1,615
5
1,620
14.1
0.6
14.7
Tech & innovation
3,283
100
3,383
33.6
22.3
55.9
Equity fund resources
884
—
884
1.6
—
1.6
Other commercial and industrial
9,047
128
9,175
75.5
2.3
77.8
CRE - owner occupi
u ed
1,658
17
1,675
3.4
—
3.4
Hotel fra
f nchise finance
3,786
29
3,815
35.3
—
35.3
Other CRE - non-owner occupi
u ed
5,830
512
6,342
90.3
44.1
134.4
Residential
12,961
—
12,961
19.7
—
19.7
Residential EBO
972
—
972
—
—
—
Construc
r
tion and land development
4,401
67
4,468
21.3
—
21.3
Other
173
1
174
3.3
—
3.3
Total
$
52,817
$
859
$
53,676
$
304.5
$
69.3
$
373.8
December 31, 2023
Loans
Allowance
Collectively
Evaluated for
f
Credit Loss
Individually
Evaluated for
f
Credit Loss
Total
Collectively
Evaluated for
f
Credit Loss
Individually
Evaluated for
f
Credit Loss
Total
(in millions)
Warehouse lending
$
6,618
$
—
$
6,618
$
5.8
$
—
$
5.8
Municipal & nonprofit
f
1,548
6
1,554
13.7
1.0
14.7
Tech & innovation
2,729
79
2,808
38.3
3.8
42.1
Equity fund resources
845
—
845
1.3
—
1.3
Other commercial and industrial
7,362
90
7,452
64.6
16.8
81.4
CRE - owner occupi
u ed
1,613
45
1,658
6.0
—
6.0
Hotel fra
f nchise finance
3,708
147
3,855
33.4
—
33.4
Other CRE - non-owner occupi
u ed
5,838
136
5,974
96.0
—
96.0
Residential
13,287
—
13,287
23.1
—
23.1
Residential EBO
1,223
—
1,223
—
—
—
Construc
r
tion and land development
4,791
71
4,862
30.4
—
30.4
Other
161
—
161
2.5
—
2.5
Total
$
49,723
$
574
$
50,297
$
315.1
$
21.6
$
336.7
118

Loan Purchases and Sales
Loan purchases during the years ended December 31, 2024 and 2023 totaled $1.7 billion and $1.6 billion, respectively, which
primarily consisted of commercial and industrial and residential loan purchases. There were no loans purchased with more-
than-insignificant deterioration in credit quality during the years ended December 31, 2024 and 2023.
In the normal course of business, the Company also repurchases guaranteed or insured loans under the terms of the GNMA
MBS program which can be repooled when loans are brought current either through the borrower's reperformance or
completion of a loan modification and have demonstrated sustained performance for a period of time. The Company
repurchased $385 million of such EBO loans during the year ended December 31, 2024. Prior to repurchase, these loans are
classified as loans eligible for repurchase, which is included as a component of Other assets on the Consolidated Balance Sheet.
During the year ended December 31, 2024, the Company sold loans with a carrying value of approximately $729 million. The
Company recognized charge-offs
f
totaling $3.4 million and a net loss of $6.6 million on these loan sales. As part of the
Company's balance sheet repositioning effort
f
s, during the year ended December 31, 2023, loans with a carrying value of
approximately $7.9 billion were transferred to HFS. A net loss of $123.4 million was recognized related to these transfers and
any subsequent loan sales. Of the loans transfer
f red to HFS, $4.9 billion were disposed of and approxi
a
mately $2.4 billion were
returned to HFI.
5. MORTGAGE SERVICING RIGHTS
The fol
f lowing tabl
a e presents the changes in fai
f r value of the Company's MSR portfol
f io related to its mortgage banking business
and other information related to its servicing portfol
f io:
Year Ended December 31,
2024
2023
(in millions)
Balance, beginning of period
$
1,124
$
1,148
Additions from loans sold with servicing rights retained
923
865
Carrying value of MSRs sold
(905)
(800)
Change in fair value
144
11
Mark to market adju
d stments
—
4
Realization of cash flo
f ws
(159)
(104)
Balance, end of period
$
1,127
$
1,124
Unpaid principal balance of mortgage loans serviced for others
$
61,089
$
68,647
Changes in the fair value of MSRs are recorded as Net loan servicing revenue in the Consolidated Income Statement. Due to the
regulatory c
r
apital impact of MSRs on capital ratios, the Company sells certain MSRs and related servicing advances in the
normal course of business. The Company may also sell excess servicing spread related to certain mortgage loans serviced by
the Company. During the year ended December 31, 2024, the Company recognized a net gain of $8.5 million on MSR sales.
The UPB of loans underlying these sales totaled $56.2 billion for
f
the year ended December 31, 2024. During the year ended
December 31, 2023, the Company recognized a net loss of $9.1 million on MSR sales. The UPB of loans underlying these sales
totaled $60.1 billion for the year ended December 31, 2023. As of December 31, 2024 and 2023, the Company had a remaining
receivable balance of $37 million and $41 million, respectively, related to holdbacks on MSR sales for
f
servicing transfers,
which are recorded in Other assets on the Consolidated Balance Sheet.
The Company receives loan servicing fees, net of subs
u
ervicing costs, based on the UPB of the underlying loans. Loan servicing
fees are collected from payments made by borrowers. The Company may receive other remuneration fro
f
m rights to various
borrower contracted fees, such as late charges, collateral reconveyance charges, and non-sufficient funds
f
fees. Contractua
t
lly
specified servicing fee
f
s, late fees, and ancillary income asso i
d
ciated
i
wi hth hthe C
y
ompany's MSR portf lol
f io total d
led $254.2
illi
million
and
and $233.7
illi
million for the ye
he years e d d
nded Dece b
mber 31, 2024 and
and 2023, respectiv lely,
h
which are reco d
rd d
ed as Ne l
t loan ser ivi ici g
ng
revenue i
h
in the Consolilidated Income Statement.
In acco d
rdance
i
wi h i
th its contractua
t
l l
l loan ser ivi icing obl
ng obligigations, the Company i
y is req iuired to advance f
d
unds
f
to or
b h
on behalflf of
investors whe
b
n borrowers do not make paym
ke payments. The Company advances property taxes and i
d insurance premiums for
bor
borrowers
h
wh h
o hav i
e insuffifi
f
icient f
d
unds
f
in escrow accounts, lplus any o hther costs to preserve r
l
eal estate properties.
h
The C
y
ompany
may also advance f
d
unds
f
to mai
i
intain, r
i
epair, and market for
f
eclosed r
l
eal estate properties.
h
The C
y
ompany is en i l
titled to recover allll
or a por ition of the d
advances fro
b
m borrowers of reinst
d
ated and performing l
g loans, fro
f
m the proc
d
eeds of l
f liq id
uidated properties or
from the gove
he government g
agen y
cy or GS
g
E guarantor of h
charged-of
ged-off l
f l
f
oans. Ser ivi ici g
ng d
advances are cha g
rg d
ed-off
h
when hth y
ey ar d
e deem d
ed
119

to be uncollectible. As of December 31, 2024 and 2023, net servicing advances totaled $84 million and $87 million,
respectively, which are recorded as Other assets on the Consolidated Balance Sheet.
The fol
f lowing tabl
a e presents the effe
f ct of hypothetical changes in the fair value of MSRs caused by assumed immediate
changes in the below inputs that are used to determine fai
f r value:
December 31, 2024
(in millions)
Fair value of mortgage servicing rights
$
1,127
Increase (decrease) in fair value resulting fro
f
m:
Interest rate change of 50 basis points
Adverse change
(64)
Favorable change
49
Option adjusted spread change of 50 basis points
Increase
(25)
Decrease
26
Conditional prepayment rate change of 1%
Increase
(30)
Decrease
33
Cost to service change of 10%
Increase
(13)
Decrease
13
Sensitivities are hypothetical changes in fai
f r value and cannot be extrapolated because the relationship of changes in
assumptions to changes in fai
f r value may not be linear. In addition, the offsetting effect of hedging activities are not
contemplated in these results and fur
f
ther, the effe
f ct of a variation in a particular assumption is calculated without changing any
other assumptions, whereas a change in one factor may result in changes to another. Accordingly, no assurance can be given
that actua
t
l results would be consistent with the results of these estimates. As a result, actua
t
l futur
f
e changes in MSR values may
differ significantly from those reported.
6. PREMISES AND EQUIPMENT
The fol
f lowing is a summary of the major categories of premises and equipment:
December 31,
2024
2023
(in millions)
Bank premises
$
96
$
96
Construc
r
tion in progress
62
82
Furniture, fixtu
f
res, and equipment
125
108
Land and improvements
32
32
Leasehold improvements
98
85
Software
225
142
Total
638
545
Accumulated depreciation and amortization
(277)
(206)
Premises and equipment, net
$
361
$
339
Depreciation and amortization expense totaled $71.0 million, $49.5 million, and $31.8 million for
f
the years ended December
31, 2024, 2023, and 2022, respectively.
7. OTHER ASSETS ACQUIRED THROUGH FORECLOSURE
Other assets acquired through foreclosure consist primarily of properties acquired as a result of, o
f
r in-lieu-of, f
f
or
f
eclosure. At
December 31, 2024 and 2023, the Company had a repossessed asset balance of $52 million and $8 million, respectively, net of
a valuation allowance of $5 million and $4 million, respectively.
The majority of the repossessed asset balance at December 31, 2024 related to a single office property. The Company held five
properties at December 31, 2024 and 2023.
120

8. LEASES
The Company has operating leases under which it leases its branch offi
f ces, corporate headquarters, and other offi
f ces. As of
December 31, 2024, and 2023, the Company's operating lease ROU asset totaled $128 million and $145 million, respectively,
and operating lease liabi
a lity totaled $159 million and $179 million, respectively. A weighted average discount rate of 3.08%,
2.96%, and 2.81% was used in the measurement of the ROU asset and lease liabi
a lity as of December 31, 2024, 2023, and 2022
respectively.
The Company's leases have remaining lease terms of one to nine years, with a weighted average lease term of 5.9 years, 6.6
years, and 7.4 years at December 31, 2024, 2023, and 2022, respectively. Some leases include multiple five-year renewal
options. The Company’s decision to exercise these renewal options is based on an assessment of its current business needs and
market factors at the time of the renewal. The Company has no leases for which the option to renew is reasonabl
a y certain and
therefor
f
e, options to renew were not factored into the calculation of its ROU asset and lease liabi
a lity as of December 31, 2024.
The fol
f lowing is a schedul
d e of the Company's operating lease liabi
a lities by contractua
t
l matur
t
ity as of December 31, 2024:
(in millions)
2025
$
32
2026
30
2027
28
2028
27
2029
25
Thereafter
f
33
Total lease payments
$
175
Less: imputed interest
16
Total present value of lease liabi
a lities
$
159
The Company has no additional operating leases that will commence within the next 12 months.
Total operating lease costs of $28.8 million and other lease costs of $6.0 million, which include common area maintenance,
parking, and taxes during the year ended December 31, 2024, were included as part of Occupanc
u
y expense in the Consolidated
Income Statement. For the year ended December 31, 2023, operating lease costs and other lease costs totaled $28.8 million and
$4.9 million, respectively, and for
f
the year ended December 31, 2022, totaled $25.4 million and $4.0 million, respectively.
Short-term lease costs were not material for the years ended December 31, 2024, 2023, and 2022.
The below tabl
a e shows the suppl
u
emental cash flo
f w infor
f
mation related to the Company's operating leases:
Year Ended December 31,
2024
2023
2022
(in millions)
Cash paid for amounts included in the measurement of operating lease liabi
a lities
$
31.6
$
19.3
$
15.1
Right-of-use assets obtained in exchange for new operating lease liabi
a lities
6.4
6.3
51.6
9. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill represents the excess consideration paid for ne
f
t assets acquired in a business combination over their fair value.
Goodwill and other intangible assets acquired in a business combination that are determined to have an indefinite useful
f
life are
not subj
u ect to amortization, but are subsequently evaluated for
f
impairment at least annually. The Company performs its annual
goodwill and intangibles impairment tests as of October 1 each year, or more often if events or circumstances indicate the
carrying value may not be recoverabl
a e.
During the years ended December 31, 2024 and 2022, there were no events or circumstances that indicated an interim
impairment test of goodwill or other intangible assets was necessary. During the year ended December 31, 2023, due to the
industry d
r
isrupt
u ion fro
f
m the bank failures in early 2023, the Company performed an interim Step 0 goodwill impairment
assessment as of each interim quarter end date. The Step 0 assessment included assessing the fin
f ancial performance of the
Company and analyzing qualitative fact
f
ors appl
a
icable to the Company. As of each interim assessment date, management
concluded that the long-term financial performance of the Company was not significantly altered as a result of these events or
circumstances. Accordingly, it was determined that it was more likely than not the fai
f r value of the Company and its reporting
units exceeded their respective carrying values as of each interim assessment date.
121

For the Company's annual goodwill impairment assessment as of October 1, 2024 and 2023, the Company elected to perform a
Step 1 assessment. The Step 1 assessment employed income and a market approa
a
ches in determining the fair value of the
Company’s reporting units. The income approach utilized the reporting unit's for
f
ecasted cash flo
f ws (including a terminal value
approach to estimate cash flo
f ws beyond the fin
f al year of the for
f
ecast) and the reporting unit's estimated cost of equity as the
discount rate to estimate value. Forecasted cash flo
f ws included estimates of earnings projections, growth, and credit loss
expectations. The market approach relied upon
u
valuation multiples derived from stock prices and enterpr
r
ise values of publicly
traded companies and also incorporated a control premium to develop an estimate of value. As of October 1, 2022, the
Company performed a qualitative goodwill impairment assessment. Based on the analyses performed, the Company determined
the fai
f r value of the Company and its reporting units exceeded their respective carrying values and therefor
f
e, goodwill
impairment charges were not recorded during the years ended December 31, 2024, 2023 and 2022.
In addition, the Company's annual intangibles impairment assessment as of October 1, 2024, 2023 and 2022 indicated
intangible assets were not impaired. Therefore, no impairment charges related to the Company's intangible assets were recorded
during the years ended December 31, 2024, 2023 and 2022.
Below is a summary of the Company's goodwill by reporting unit:
December 31,
2024
2023
(in millions)
Commercial banking (1)
$
290
$
290
Mortgage banking (2)
200
200
Legal banking (3)
37
37
Total
$
527
$
527
(1)
This reporting unit offers a standard suite of commercial banking products and services through its traditional branch network, working together
with the Company's national platfor
f
m to provide specialized financial services, and is included within the Company's Commercial reportable
a
segment.
(2)
This reporting unit offers mortgage lending products and services and is included within the Company's Consumer Related reportabl
a e segment.
(3)
This reporting unit provides specialized banking services to law firms
f
and claims administrators, including settlement payment solutions, and is
included within the Company's Consumer Related reportabl
a e segment.
The fol
f lowing is a summary of the Company's acquired intangible assets:
December 31, 2024
December 31, 2023
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
(in millions)
Subj
u ect to amortization
Core deposits
$
14
$
13
$
1
$
14
$
12
$
2
Correspondent customer relationships
76
14
62
76
10
66
Customer relationships
18
9
9
18
6
12
Developed technology
4
2
2
4
2
2
Operating licenses
56
6
50
56
4
52
Trade names
10
2
8
10
2
8
Total intangible assets subj
u ect to amortization
$
178
$
46
$
132
$
178
$
36
$
142
As of December 31, 2024, the Company's intangible assets had a weighted average estimated useful life o
f
f 23.2 years.
Amortization expense recognized on amortizable intangibles totaled $10.5 million, $10.5 million, and $10.4 million for
f
the
years ended December 31, 2024, 2023, and 2022, respectively.
122

Below is a summary of future estimated aggregate amortization expense as of December 31, 2024:
(in millions)
2025
$
10
2026
9
2027
8
2028
8
2029
6
Thereafter
f
91
Total
$
132
10. DEPOSITS
The table below summarizes deposits by type:
December 31,
2024
2023
(in millions)
Non-interest bearing deposits
$
18,846
$
14,520
Interest Bearing:
Demand accounts
15,878
15,916
Savings and money market accounts
21,208
14,791
Time certificates of deposit ($250,000 or more)
1,640
1,478
Other time deposits (1)
8,769
8,628
Total deposits
$
66,341
$
55,333
(1)
Retail brokered time deposits over $250,000 of $5.6 billion and $5.8 billion as of December 31, 2024 and 2023, respectively, are included within
Other time deposits as these deposits are generally participated out by brokers in shares below the FDIC insurance limit.
The summary of the contractua
t
l matur
t
ities for
f
all time deposits as of December 31, 2024 is as follows:
(in millions)
2025
$
9,861
2026
535
2027
10
2028
1
Thereafter
f
2
Total
$
10,409
Brokered deposits provide an additional source of deposits and are placed with the Bank through third-party brokers. At
December 31, 2024 and 2023, the Company held wholesale brokered deposits of $6.9 billion and $6.6 billion, respectively,
excluding reciprocal deposits. In addition, WAB is a participant in the IntraFi Network, a network that offers deposit placement
services such as CDARS and ICS, and other reciprocal deposit networks which offer products that qualify l
f
arge deposits for
FDIC insurance. At December 31, 2024, the Company had $14.0 billion of reciprocal deposits, compared to $13.3 billion at
December 31, 2023.
In addition, deposits for which the Company provides account holders with earnings credits or referral fees
f
to l d
taled $
bi
$20.7 billi
llion
n
a d $17.8 billion at December 31, 2024 and 2023, respectively. Costs related to these deposits are primarily reported as Deposit
costs in non-interest expense. Deposit costs included $668.7 million, $422.5 million, and $162.8 million in deposit related costs
on these deposits for the years ended December 31, 2024, 2023, and 2022, respectively.
123

11. OTHER BORROWINGS
The fol
f lowing tabl
a e summarizes the Company’s borrowings by type:
December 31,
2024
2023
(in millions)
Short-Term:
Federal funds pur
f
chased
$
—
$
175
FHLB advances
3,100
6,200
Repurchase agreements
14
382
Secured borrowings
37
27
Total short-term borrowings
$
3,151
$
6,784
Long-Term:
FHLB advances
2,000
—
Credit linked notes, net
422
446
Total long-term borrowings
$
2,422
$
446
Total other borrowings
$
5,573
$
7,230
Short-Term Borrowings
Federal Funds
F
Lines of C
o
re
C
dit
The Company maintains overnight federal fund
f
lines of credit, which have rates comparable to the federal
f
funds effe
f ctive rate
plus 0.10% to 0.20%. There were no outstanding borrowings on federal fund
f
lines of credit as of December 31, 2024.
FHLB
H
and FRB Ad
F
va
d
nces
The Company also maintains secured overnight lines of credit with the FHLB and the FRB. The Company’s borrowing
capacity is determined based on collateral pledged at the time of the borrowing, generally consisting of investment securities
and loans. As of December 31, 2024 and 2023, the Company had additional available credit with the FHLB of approxi
a
mately
$8.7 billion and $6.1 billion, respectively. The weighted average rate on FHLB advances was 4.77% and 5.67% as of December
31, 2024 and 2023, respectively.
Total availabl
a e credit with the FRB was $12.4 billion and $16.7 billion as of December 31, 2024 and 2023, respectively, of
which no amounts were drawn.
In March 2023, the FRB establ
a ished the Bank Term Funding Program which offered loans of up to one year in length to banks,
savings associations, credit unions, and other eligible depository institutions pledging U.S. Treasuries, agency debt and
mortgage-backed securities, and other qualifying
f
assets as collateral valued at par. The Company had no outstanding
borrowings under this program as of December 31, 2024 and 2023.
Repur
e
chase Agreements
Warehouse borrowing lines of credit are used to finance the acquisition of loans through the use of repurchase agreements.
Repurchase agreements operate as financings under which the Company transfer
f s loans to secure these borrowings. The
borrowing amounts are based on the attributes of the collateralized loans and are defin
f ed in the repurchase agreement of each
warehouse lender. The Company retains beneficia
f
l ownership of the transferred loans and will receive the loans from the lender
upon full repayment of the borrowing. The repurchase agreements may require the Company to transfer ad
f
ditional assets to the
lender in the event the estimated fai
f r value of the existing transferred loans declines.
As of December 31, 2024, the Company had access to approximately $2.3 billion in uncommitted warehouse funding, of
f
which
no amounts were drawn. As of December 31, 2023, there were $376 million warehouse borrowings outstanding at a weighted
average borrowing rate of 6.72%.
Other repurchase fac
f
ilities included overnight customer repurchase agreements, which had a total carrying value of $14 million
and $6 million as of December 31, 2024 and 2023, respectively.
124

Secured Borrowings
Secured borrowings consist of transfers of loans HFS not qualifying
f
for sales accounting treatment. The weighted average
interest rate on secured borrowings was 6.30% and 6.10% as of December 31, 2024 and 2023, respectively.
Long-Term Borrowings
FHLB
H
Adva
d
nces
During the year ended December 31, 2024, the Company entered into long-term advances with the FHLB totaling $2.0 billion,
with a 15-month term. The interest rates on these advances are tied to the daily SOFR rate plus a fix
f ed spread. The Company
may redeem the advances at par plus accrue
r
d and unpaid interest and, afte
f r three months from the inception date of the
advances, will not be subj
u ect to a prepayment penalty. The agreements include a make-whole provision upon termination that is
based on the interest rate difference between the then current advance interest rate and the interest rate on the terminated
advances. The weighted average rate on these long-term FHLB advances was 4.85% as of December 31, 2024.
Credit Linked
k
Notes
The Company entered into credit linked note transactions that effe
f ctively transfer the risk of first losses on reference pools of
the Company's loans purchased under its residential mortgage purchase program to the purchasers of the notes. The principal
and interest payable on these notes may be reduc
d
ed by a portion of the Company's loss on such loans if one of the fol
f lowing
occurs with respect to a covered loan: (i) realized losses incurred by the Company on a loan following a liquidation of the loan
or certain other events, or (ii) a modification of the loan resulting in a reduc
d
tion in payments. The aggregate losses, if any, for
each payment date will be allocated to reduce the class principal amount and (for modifications) the current interest of the notes
in reverse order of class priority. Losses on residential mortgages have not generally been significant.
The Company's outstanding credit linked note issuances are detailed in the tabl
a es below:
December 31, 2024
Description
Issuance Date
Maturity Date
Interest Rate
Principal
Debt Issuance Costs
(in millions)
Residential mortgage loans (1)
December 12, 2022
October 25, 2052
SOFR + 7.80%
$
84
$
2
Residential mortgage loans (2)
June 30, 2022
April 25, 2052
SOFR + 6.00%
170
3
Residential mortgage loans (3)
December 29, 2021
July 25, 2059
SOFR + 4.67%
180
2
Total
$
434
$
7
December 31, 2023
Description
Issuance Date
Maturity Date
Interest Rate
Principal
Debt Issuance Costs
(in millions)
Residential mortgage loans (1)
December 12, 2022
October 25, 2052
SOFR + 7.80%
$
90
$
2
Residential mortgage loans (2)
June 30, 2022
April 25, 2052
SOFR + 6.00%
179
3
Residential mortgage loans (3)
December 29, 2021
July 25, 2059
SOFR + 4.67%
191
3
Total
$
460
$
8
(1)
There are multiple classes of these notes, each with an interest rate of SOFR plus a spread that ranges fro
f
m 2.25% to 11.00% (or, a weighted average
spread of 7.80%) on a reference pool balance of $1.7 billion and $1.8 billion as of December 31, 2024 and 2023, respectively.
(2)
There are multiple classes of these notes, each with an interest rate of SOFR plus a spread that ranges fro
f
m 2.25% to 15.00% (or, a weighted average
spread of 6.00%) on a reference pool balance of $3.4 billion and $3.6 billion as of December 31, 2024 and 2023, respectively.
(3)
There are six classes of these notes, each with an interest rate of SOFR plus a spread that ranges fro
f
m 3.15% to 8.50% (or, a weighted average
spread of 4.67%) on a reference pool balance of $3.5 billion and $3.8 billion as of December 31, 2024 and 2023, respectively.
The Company also had credit linked notes that effe
f ctively transferred the risk of first losses on certain pools of the Company’s
warehouse and equity fund resource loans to the purchasers of these notes. During the year ended December 31, 2023, the
Company recognized a gain on extinguishment of debt of $13.4 million related to the payoff of t
f
hese credit linked notes.
AmeriHom
H
e Sen
S
ior Not
N es
Prior to the Company's acquisition of AmeriHome, in October 2020, AmeriHome issued senior notes with an aggregate
principal amount of $300 million, maturing on October 26, 2028. The Company paid off t
f
hese notes during the year ended
December 31, 2023 and recognized a gain on extinguishment of debt of $39.3 million related to the payoff.
f
125

12. QUALIFYING DEBT
Subordinated Debt
The Company's subordinated debt issuances are detailed in the tabl
a es below:
December 31, 2024
Description
Issuance Date
Maturity Date
Interest Rate
Principal
Debt Issuance Costs
(in millions)
WAL fix
f ed-to-variable-rate (1)
June 2021
June 15, 2031
3.00 % $
600
$
5
WAB fix
f ed-to-variable-rate (2)
May 2020
June 1, 2030
5.25 %
225
—
Total
$
825
$
5
December 31, 2023
Description
Issuance Date
Maturity Date
Interest Rate
Principal
Debt Issuance Costs
(in millions)
WAL fix
f ed-to-variable-rate (1)
June 2021
June 15, 2031
3.00 % $
600
$
6
WAB fix
f ed-to-variable-rate (2)
May 2020
June 1, 2030
5.25 %
225
1
Total
$
825
$
7
(1)
Notes are redeemable, in whole or in part, beginning on June 15, 2026 at their principal amount plus accrue
r
d and unpaid interest and has a fix
f ed
interest rate of 3.00%. The notes also convert to a variabl
a e rate of three-month SOFR plus 225 basis points on this date.
(2)
Debt is redeemable, in whole or in part, on or afte
f r June 1, 2025 at its principal amount plus accrue
r
d and unpaid interest and has a fix
f ed interest rate
of 5.25% through June 1, 2025 and then converts to a variable rate per annum equal to three-month SOFR plus 512 basis points.
The carrying value of all subordinated debt issuances totaled $820 million and $818 million at December 31, 2024 and 2023,
respectively.
Junior Subordinated Debt
The Company has for
f
med, or acquired through acquisition, eight statutor
t
y b
r
usiness trusts which exist for
f
the exclusive purpose
of issuing Cumulative Trust Prefer
f red Securities.
With the exception of debt issued by Bridge Capi
a tal Trust I and Bridge Capi
a tal Trust II, junior subordina
u
ted debt is recorded at
fair value at each reporting date due to the FVO election made by the Company under ASC 825. The Company did not make
the FVO election for
f
the junior subor
u
dinated debt acquired in the Bridge acquisition. Accordingly, the carrying value of these
trus
r
ts does not reflect the current fair value of the debt and includes a fair market value adjustment establ
a ished at acquisition
that is being accreted over the remaining life o
f
f the trus
r
ts.
The carrying value of junior subor
u
dinated debt was $79 million and $77 million as of December 31, 2024 and 2023,
respectively, with maturity dates ranging from 2033 through 2037. The weighted average interest rate of all junior subor
u
dinated
debt as of December 31, 2024 and 2023 was 6.90% and 7.93%, respectively.
In the event of certain changes or amendments to regulatory r
r
equirements or federal
f
tax rul
r es, the debt is redeemable in whole.
The obligations under these instruments are fully and unconditionally guaranteed by the Company and rank subordinate and
junior in right of payment to all other liabi
a lities of the Company. Based on guidance issued by the FRB, the Company's
securities continue to qualify a
f
s Tier 1 Capi
a tal.
126

13. STOCKHOLDERS' EQUITY
Stock-Based Compensation
Restricted Stock Awards
The Incentive Plan, as amended, gives the BOD the authority to grant up t
u
o 14.6 million in stock awards consisting of
unrestricted stock, stock units, dividend equivalent rights, stock options (incentive and non-qualified), stock appreciation rights,
restricted stock, and performance and annual incentive awards. The Incentive Plan limits the maximum number of shares of
common stock that may be awarded to any person eligible for an award to 300,000 per calendar year and also limits the total
compensation (cash and stock) that can be awarded to a non-employee director to $600,000 in any calendar year. Stock awards
availabl
a e for gr
f
ant at December 31, 2024 totaled 4.3 million.
Restricted stock awards granted to employees generally vest over a three-year period and stock grants made to non-employee
WAL directors generally vest over one year. Stock compensation expense related to restricted stock awards granted to
employees is included in Salaries and employee benefit
f s in the Consolidated Income Statement. For restricted stock awards
granted to WAL directors, the related stock compensation expense is included in Legal, professional, and directors' fees. For the
year ended December 31, 2024, the Company recognized $40.2 million in stock-based compensation expense related to these
stock grants, compared to $32.7 million and $28.7 million for
f
the years ended December 31, 2023 and 2022, respectively.
A summary of the status of the Company’s unvested shares of restricted stock and changes dur
d
ing the years then ended is
presented below:
December 31,
2024
2023
Shares
Weighted
Average Grant
Date Fair Value
Shares
Weighted
Average Grant
Date Fair Value
(in millions, excep
e
t per share amounts)
t
Balance, beginning of period
1.1
$
83.19
0.9
$
84.16
Granted
0.8
62.03
0.6
72.32
Vested
(0.3)
87.97
(0.3)
65.59
Forfei
f ted
(0.2)
71.09
(0.1)
82.46
Balance, end of period
1.4
$
71.95
1.1
$
83.19
The total weighted average grant date fair value of all restricted stock awards granted during the years ended December 31,
2024, 2023, and 2022 was $47.2 million, $45.5 million, and $42.8 million, respectively. The total fair value of restricted stock
that vested during the years ended December 31, 2024, 2023, and 2022 was $19.9 million, $22.9 million, and $35.8 million,
respectively.
As of December 31, 2024, there was $36.4 million of total unrecognized compensation cost related to unvested share-based
compensation arrangements granted under the Incentive Plan. That cost is expected to be recognized over a weighted average
period of 1.8 years.
Perfor
f
mance Sto
S ck Units
The Company grants performance stock units to members of its executive management that do not vest unless the Company
achieves certain performance measures over a three-year performance period. For the 2024 award, the performance measures
are based on the Company’s relative retur
t
n on equity and maintenance of a target CET1 ratio, and relative TSR performance.
For the 2023 and 2022 awards, the performance measures are based on achievement of a specified cumulative EPS target and a
TSR performance factor. The number of shares issued will vary based on the performance measures that are achieved. For the
year ended December 31, 2024, the Company recognized $4.2 million in stock-based compensation expense related to these
performance stock units, compared to $1.6 million and $11.1 million dur
d
ing the years ended December 31, 2023 and 2022,
respectively.
The three-year performance period for the 2022 grant ended on December 31, 2024. The Company did not meet the cumulative
EPS and TSR performance measure for
f
the performance period. As a result, no shares became fully vested.
The three-year perfor
f
mance period for
f
the 2021 grant ended on December 31, 2023, and based on the Company's cumulative
EPS and TSR performance measure for
f
the performance period, these shares vested at 168% of the target award under the terms
of the grant. As a result, 129,942 shares became fully vested and were distributed to executive management in the first quarter
of 2024.
127

The three-year performance period for the 2020 grant ended on December 31, 2022, and based on the Company's cumulative
EPS and TSR performance measure for
f
the performance period, these shares vested at 180% of the target award under the terms
of the grant. As a result, 157,784 shares became fully vested and were distributed to executive management in the first quarter
of 2023.
Cash Settled Restricted Sto
S ck Units
During the year ended December 31, 2024, the Company began granting cash settled restricted stock units to members of its
executive management that vest equally on a monthly basis over a three-year period. As the awards are settled in cash and are
not dependent on the occurrence of a future event, these awards are classified as liabi
a lities on the Consolidated Balance Sheet.
At each vesting date, the Company settles the vested stock units in cash at the settlement date stock price. During the year
ended December 31, 2024, the Company recognized compensation expense of $1.3 million related to these awards. There were
no such units outstanding during the years ended December 31, 2023 and 2022.
Defe
e rred Sto
S ck Units
During the year ended December 31, 2024, the Company began granting deferred stock unit awards to certain members of its
management team, which are intended to provide suppl
u
emental executive retirement benefits
f
on an unfunded, unsecured basis.
These awards can be settled in either stock or cash, at the Company's option. Participants are credited dividend equivalent units
for any cash dividends paid with respect to the shares of stock underlying the stock units. These awards vest on the later of (i)
the one-year anniversary o
r
f the grant date and (ii) the participant's satisfaction of age- and service-related eligibility criteria for
f
a qualified retirement. The aggregate grant date fair value for
f
these deferred stock unit awards granted during the year ended
December 31, 2024 totaled $5.7 million. Stock compensation expense related to these deferred stock units is included in
Salaries and employee benefit
f s in the Consolidated Income Statement. For the year ended December 31, 2024, the Company
recognized $3.3 million in stock-based compensation expense related to these stock grants. There were no such units
outstanding during the years ended December 31, 2023 and 2022.
Preferred Stock
The Company issued and has outstanding 12,000,000 depositary shares, each representing a 1/400th ownership interest in a
share of the Company’s 4.250% Fixed-Rate Reset Non-Cumulative Perpe
r
tual Preferred Shares, Series A, par value $0.0001 per
share, with a liquidation preference of $25 per depositary share (equivalent to $10,000 per share of Series A preferred stock).
During each of the years ended December 31, 2024, 2023, and 2022, the Company declared and paid a quarterly cash dividend
of $0.27 per depositary share, for a total dividend payment to preferred stockholders of $12.8 million.
Common Stock Issuances
Pursuant to ATM D
T
istribution Agreement
The Company had a distribution agency agreement, under which the Company sold shares of its common stock on the NYSE.
The common stock was sold at prevailing market prices at the time of the sale or at negotiated prices. There were no sales under
the ATM program dur
d
ing the years ended December 31, 2024 and 2023. During the year ended December 31, 2022, the
Company sold 1.9 million shares under the ATM program for gross proceeds of $158.7 million (weighted-average selling price
of $83.89 per share) and related offering costs of $1.0 million.
Cash Dividend on Common Shares
During the year ended December 31, 2024, the Company declared and paid quarterly cash dividends of $0.37 per share for the
first three quarters of the year and increased the quarterly cash dividend to $0.38 per share in the four
f
th quarter, for
f
a total
dividend payment to stockholders of $164.0 million. During the year ended December 31, 2023, the Company declared and
paid a quarterly cash dividend of $0.36 per share for the first three quarters of the year and increased the quarterly cash
dividend to $0.37 per share in the four
f
th quarter, for
f
a total dividend payment to stockholders of $158.7 million. During the
year ended December 31, 2022, the Company declared and paid a quarterly cash dividend of $0.35 per share for the first two
quarters of the year and increased the quarterly cash dividend to $0.36 per share for the last two quarters of the year, for
f
a total
dividend payment to stockholders of $153.4 million.
128

Treasury Shares
Treasury s
r
hare purchases represent shares surrendered to the Company equal in value to the statutory payroll tax withholding
obligations arising fro
f
m the vesting of employee restricted stock awards. During the year ended December 31, 2024, the
Company purchased treasury shares of 141,983 at a weighted average price of $61.40 per share, compared to 152,452 shares at
a weighted average price per share of $72.27 in 2023, and 200,745 shares at a weighted average price per share of $92.21 in
2022.
14. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The fol
f lowing tabl
a e summarizes the changes in accumulated other comprehensive income (loss) by component, net of tax:
Unrealized
holding gains
(losses) on AFS
securities
Unrealized
holding losses on
SERP
Unrealized
holding gains
(losses) on junior
subordinated debt
Impairment loss
on securities
Total
(in millions)
Balance, December 31, 2021
$
16.7
$
(0.3)
$
(0.7)
$
—
$
15.7
Other comprehensive (loss) income
before reclassifications
(674.9)
—
3.7
—
(671.2)
Amounts reclassified from AOCI
(5.5)
—
—
—
(5.5)
Net current-period other comprehensive
(loss) income
(680.4)
—
3.7
—
(676.7)
Balance, December 31, 2022
$
(663.7)
$
(0.3)
$
3.0
$
—
$
(661.0)
Other comprehensive income (loss)
before reclassifications
116.9
—
(0.2)
1.2
117.9
Amounts reclassified from AOCI
30.2
—
—
—
30.2
Net current-period other comprehensive
income (loss)
147.1
—
(0.2)
1.2
148.1
Balance, December 31, 2023
$
(516.6)
$
(0.3)
$
2.8
$
1.2
$
(512.9)
Other comprehensive loss before
reclassifications
(5.1)
(0.1)
(1.4)
(1.2)
(7.8)
Amounts reclassified from AOCI
(13.0)
—
—
—
(13.0)
Net current-period other
comprehensive loss
(18.1)
(0.1)
(1.4)
(1.2)
(20.8)
Balance, December 31, 2024
$
(534.7)
$
(0.4)
$
1.4
$
—
$
(533.7)
The fol
f lowing tabl
a e presents reclassifications out of AOCI:
Year Ended December 31,
Income Statement Classification
2024
2023
2022
(in millions)
Gain (loss) on sales of AFS debt securities, net
$
17.4
$
(40.4)
$
7.4
Income tax (expense) benefit
(4.4)
10.2
(1.9)
Gain (loss), net of tax
$
13.0
$
(30.2)
$
5.5
129

15. DERIVATIVES AND HEDGING ACTIVITIES
The Company is a party to various derivative instrum
r
ents. The primary types of derivatives the Company uses are interest rate
contracts, forward purchase and sale commitments, and interest rate futur
f
es. Generally, these instruments are used to help
manage the Company's exposure to interest rate risk related to IRLCs and its inventory o
r
f loans HFS and MSRs and also to
meet client financing and hedging needs.
Derivatives are recorded at fair value on the Consolidated Balance Sheet, after taking into account the effects of bilateral
collateral and master netting agreements. These agreements allow the Company to settle all derivative contracts held with the
same counterpa
r
rty on a net basis, and to offs
f et net derivative positions with related cash collateral, where appl
a
icable.
As of December 31, 2024, 2023, and 2022, the Company did not have any outstanding cash flo
f w hedges.
Derivatives Designated in Hedge Relationships
The Company utilizes derivatives that have been designated as part of a hedge relationship in accordance with the appl
a
icable
accounting guidance to minimize the exposure to changes in benchmark interest rates, which reduc
d
es asset sensitivity and
volatility due
d
to interest rate fluctuations, such that interest rate risk fal
f ls within Board approve
a
d limits. The primary derivative
instruments used to manage interest rate risk are interest rate swaps, which convert the contractua
t
l interest rate index of agreed-
upon amounts of assets and liabi
a lities (i.e., notional amounts) from either a fix
f ed rate to a variabl
a e rate, or from a variable rate
to a fix
f ed rate.
The Company has pay fixed/receive variable interest rate swaps designated as fai
f r value hedges of certain fixed rate loans. As a
result, the Company receives variabl
a e-rate interest payments in exchange for making fix
f ed-rate payments over the lives of the
contracts without exchanging the notional amounts. The variabl
a e-rate interest payments were based on LIBOR and were
converted to SOFR plus a spread adju
d stment upon the discontinuation of LIBOR in June 2023.
The Company also has pay fixed/receive variable interest rate swaps, designated as fai
f r value hedges using the portfol
f io layer
method to manage the exposure to changes in fai
f r value associated with pools of fix
f ed rate loans, resulting fro
f
m changes in the
designated benchmark interest rate (federal funds
f
rate). These portfol
f io layer hedges provide the Company the abi
a lity to execute
a fai
f r value hedge of the interest rate risk associated with a portfolio of similar prepayable assets, whereby the last dollar
amount estimated to remain in the portfol
f io of assets was identifie
f d as the hedged item. Under these interest rate swap contracts,
the Company receives a variable rate and pays a fixed rate on the outstanding notional amount. During the year ended
December 31, 2024, the Company terminated a portion of its portfol
f io layer method swaps. The terminated hedge had a
notional value of $500 million and a cumulative loan basis adju
d stment of $4 million at the time of termination. The cumulative
loan basis adjustment was allocated to the individual loans remaining within the closed pool and will be amortized over the
remaining life o
f
f these loans through interest income.
The Company also had pay fixed/receive variable interest rate swaps, designated as fai
f r value hedges using the last-of-layer
method. Upon termination of these last-of-layer hedges in 2022, the cumulative basis adju
d stment on these hedges was allocated
across the remaining loan pool and was being amortized over the remaining term. The terminated last-of-layer hedge basis
adju
d stment was ful
f ly amortized at December 31, 2024.
Derivatives Not Designated in Hedge Relationships
Management enters into certain contracts and agreements, including foreign exchange derivative contracts, back-to-back
interest rate contracts, and risk participation agreements and equity warrants, which are not designated as accounting hedges.
Foreign exchange derivative contracts include spot, for
f
ward, for
f
ward window, and swap contracts. The purpose of these
derivative contracts is to mitigate for
f
eign currency risk on transactions entered into, or on behalf of customers. The Company's
back-to-back interest rate contracts are used to allow customers to manage long-term interest rate risk. Contracts with
customers, along with the related derivative trades the Company places, are both remeasured at fair value, and are referred to as
economic hedges since they economically offs
f et the Company's exposure.
The Company also uses derivative financial instrum
r
ents to manage exposure to interest rate risk within its mortgage banking
business related to IRLCs and its inventory o
r
f loans HFS and MSRs. The Company economically hedges the changes in fair
f
value associated with changes in interest rates generally by utilizing for
f
ward purchase and sale commitments, interest rate
futures and interest rate contracts.
Risk participation agreements are entered into with lead banks in certain loan syndications to share in the risk of default on
interest rate swaps on the participated loan. Equity warrants represent the right to buy shares in a company at a specified price
and are acquired by the Company primarily in connection with negotiating credit faci
f
lities and certain other services to private,
venture-backed companies in the technology industry.
r
Table of Contents
130

Fair Value Hedges
As of December 31, 2024 and 2023, the fol
f lowing amounts are reflected on the Consolidated Balance Sheet related to
cumulative basis adju
d stments for out
f
standing fair value hedges:
December 31, 2024
December 31, 2023
Carrying Value of
Hedged Assets
Cumulative Fair
Value Hedging
Adju
d
stment (1)
Carrying Value of
Hedged Assets
Cumulative Fair
Value Hedging
Adju
d stment (1)
(in millions)
Loans HFI, net of deferred loan fees an
f
d costs (2)
$
4,320
$
(96)
$
3,875
$
6
(1)
Included in the carrying value of the hedged assets.
(2)
Included portfol
f io layer method derivative instrum
r
ents with $4.0 billion and $3.5 billion designated as the hedged amount (from a closed portfol
f io
of prepayable fixed rate loans with a carrying value of $8.7 billion and $6.7 billion) as of December 31, 2024 and 2023, respectively. The
cumulative basis adju
d stment included in the carrying value of these hedged items totaled $78 million and $19 million as of December 31, 2024 and
2023, respectively.
For the Company's derivative instrum
r
ents that are designated and qualify a
f
s fai
f r value hedges, the gain or loss on the derivative
instrument as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current
period earnings. The loss or gain on the hedged item is recognized in the same line item as the offs
f etting loss or gain on the
related interest rate swaps
a
. For loans, the gain or loss on the hedged item is included in interest income, as shown in the table
a
below.
Year Ended December 31,
2024
2023
2022
Income Statement
Classification
Gain/(Loss) on
Swaps
Gain/(Loss) on
Hedged Item
Gain/(Loss) on
Swaps
Gain/(Loss) on
Hedged Item
Gain/(Loss) on
Swaps
Gain/(Loss) on
Hedged Item
(in millions)
Interest income
$
99.7
$
(100.3) $
(22.8) $
23.8
$
71.7
$
(71.6)
In addition to the gains and losses on the Company's outstanding fair value hedges presented in the above
a
tabl
a e, the Company
recognized $11.8 million in interest income related to the amortization of the cumulative basis adju
d stment on its discontinued
last-of-layer hedges dur
d
ing the year ended December 31, 2023. The discontinued last-of-l
f ayer hedges were ful
f ly amortized as of
December 31, 2024 with interest income recognized dur
d
ing the year totaling $8.9 million.
Table of Contents
131

Fair Values, Volume of Activity, and Gain/Loss Information Related to Derivative Instruments
The fol
f lowing tabl
a e summarizes the fair value of the Company's derivative instrum
r
ents on a gross basis as of December 31,
2024, 2023, and 2022. The change in the notional amounts of these derivatives from December 31, 2022 to December 31, 2024
indicates the volume of the Company's derivative transaction activity during these periods. The derivative asset and liability
balances are presented on a gross basis, prior to the application of bilateral collateral and master netting agreements. Total
derivative assets and liabi
a lities are adju
d sted to take into account the impact of legally enforceable master netting agreements that
allow the Company to settle all derivative contracts with the same counterpa
r
rty on a net basis and to offset the net derivative
position with the related cash collateral. Where master netting agreements are not in effe
f ct or are not enforceabl
a e under
bankrupt
r
cy laws, the Company does not adju
d st those derivative amounts with counterpa
r
rties.
December 31, 2024
December 31, 2023
December 31, 2022
Fair Value
Fair Value
Fair Value
Notional
Amount
Derivative
Assets
Derivative
Liabilities
Notional
Amount
Derivative
Assets
Derivative
Liabilities
Notional
Amount
Derivative
Assets
Derivative
Liabilities
(in millions)
Derivatives designated as hedging instruments:
Fair value hedges
Interest rate contracts
$
4,344
$
97
$
—
$
3,895
$
19
$
24
$
476
$
18
$
—
Total
$
4,344
$
97
$
—
$
3,895
$
19
$
24
$
476
$
18
$
—
Derivatives not designated as hedging instruments:
Foreign currency contracts
$
69
$
1
$
1
$
135
$
1
$
1
$
250
$
1
$
9
Forward contracts
21,731
81
48
13,170
27
55
7,694
17
21
Futures contracts (1)
13,200
—
—
11,030
—
—
8,706
—
—
Interest rate lock
commitments
2,396
5
7
1,822
18
—
1,459
5
3
Interest rate contracts
6,336
19
20
3,628
19
20
1,538
6
6
Risk participation
agreements
99
—
—
72
—
—
48
—
—
Equity warrants
59
30
—
55
4
—
—
—
—
Total
$
43,890
$
136
$
76
$
29,912
$
69
$
76
$
19,695
$
29
$
39
Margin
—
72
3
—
202
(9)
—
4
1
Total, including margin
$
43,890
$
208
$
79
$
29,912
$
271
$
67
$
19,695
$
33
$
40
(1)
The Company enters into fut
f ur
t
es purchase and sales contracts that are subj
u ect to daily remargining and almost all of which are based on three-month
SOFR to hedge against its MSR valuation exposure. The notional amount on these contracts is substantial as these contracts have a short dur
d
ation
and are intended to cover the longer dur
d
ation of MSR hedges.
Table of Contents
132

The fai
f r value of derivative contracts, afte
f r taking into account the effects of master netting agreements, is included in Other
assets or Other liabi
a lities on the Consolidated Balance Sheet, as summarized in the table below:
December 31, 2024
December 31, 2023
December 31, 2022
Gross
amount of
recognized
assets
(liabilities)
Gross
offs
f et
Net assets
(liabilities)
Gross
amount of
recognized
assets
(liabi
a lities)
Gross
offs
f et
Net assets
(liabi
a lities)
Gross
amount of
recognized
assets
(liabi
a lities)
Gross
offs
f et
Net assets
(liabi
a lities)
(in millions)
Derivatives subj
u ect to master netting arrangements:
Assets
Foreign currency contracts
$
1
$
—
$
1
$
—
$
—
$
—
$
—
$
—
$
—
Forward contracts
81
—
81
27
—
27
14
—
14
Interest rate contracts
106
—
106
31
—
31
18
—
18
Margin
72
—
72
202
—
202
4
—
4
Netting
—
(52)
(52)
—
(67)
(67)
—
(17)
(17)
$
260
$
(52) $
208
$
260
$
(67) $
193
$
36
$
(17) $
19
Liabilities
Foreign currency contracts
$
—
$
—
$
—
$
(1) $
—
$
(1) $
—
$
—
$
—
Forward contracts
(47)
—
(47)
(55)
—
(55)
(20)
—
(20)
Interest rate contracts
(6)
—
(6)
(31)
—
(31)
—
—
—
Margin
(3)
—
(3)
9
—
9
(1)
—
(1)
Netting
—
52
52
—
67
67
—
17
17
$
(56) $
52
$
(4) $
(78) $
67
$
(11) $
(21) $
17
$
(4)
Derivatives not subj
u ect to master netting arrangements:
Assets
Foreign currency contracts
$
—
$
—
$
—
$
1
$
—
$
1
$
1
$
—
$
1
Forward contracts
—
—
—
—
—
—
3
—
3
Interest rate lock
commitments
5
—
5
18
—
18
5
—
5
Interest rate contracts
10
—
10
7
—
7
6
—
6
Equity warrants
30
—
30
4
—
4
—
—
—
$
45
$
—
$
45
$
30
$
—
$
30
$
15
$
—
$
15
Liabilities
Foreign currency contracts
$
(1) $
—
$
(1) $
—
$
—
$
—
$
(9) $
—
$
(9)
Forward contracts
(1)
—
(1)
—
—
—
(1)
—
(1)
Interest rate lock
commitments
(7)
—
(7)
—
—
—
(3)
—
(3)
Interest rate contracts
(14)
—
(14)
(13)
—
(13)
(6)
—
(6)
$
(23) $
—
$
(23) $
(13) $
—
$
(13) $
(19) $
—
$
(19)
Total derivatives and margin
Assets
$
305
$
(52) $
253
$
290
$
(67) $
223
$
51
$
(17) $
34
Liabilities
(79)
52
(27)
(91)
67
(24)
(40)
17
(23)
Table of Contents
133

The fol
f lowing tabl
a e summarizes the net gain (loss) on derivatives included in the non-interest income line items below:
Year Ended December 31,
2024
2023
(in millions)
Net gain (loss) on loan origination and sale activities:
Forward contracts
$
84.8
$
29.0
Interest rate lock commitments
(20.0)
15.9
Interest rate contracts
(6.3)
(8.9)
Other contracts
(0.4)
1.0
Net gain on derivatives
$
58.1
$
37.0
Net loan servicing revenue:
Interest rate swaps
$
(72.3) $
(32.4)
Forward contracts
(43.9)
(15.4)
Futures contracts
5.9
4.5
Net loss on derivatives
$
(110.3) $
(43.3)
Counterparty Credit Risk
Like other fin
f ancial instruments, derivatives contain an element of credit risk. This risk is measured as the expected
replacement value of the contracts. Management enters into bilateral collateral and master netting agreements that provide for
the net settlement of all contracts with the same counterpa
r
rty. Additionally, management monitors counterpa
r
rty credit risk
exposure on each contract to determine appropr
a
iate limits on the Company's total credit exposure across all product types,
which may require the Company to post collateral to counterpa
r
rties when these contracts are in a net liabi
a lity position and
conversely, for counterpa
r
rties to post collateral to the Company when these contracts are in a net asset position. Management
reviews the Company's collateral positions on a daily basis and exchanges collateral with counterpa
r
rties in accordance with
standard ISDA documentation and other related agreements. The Company generally posts or holds collateral in the form of
cash deposits or highly rated securities issued by the U.S. Treasury o
r
r government-sponsored enterprises (FNMA and FHLMC),
or guaranteed by GNMA. At December 31, 2024, and 2023 collateral pledged by the Company to counterpa
r
rties for
f
its
derivatives totaled $117 million and $216 million, respectively.
16. EARNINGS PER SHARE
Diluted EPS is calculated using the weighted average outstanding common shares dur
d
ing the period, including common stock
equivalents. Basic EPS is calculated using the weighted average outstanding common shares dur
d
ing the period.
The fol
f lowing tabl
a e presents the calculation of basic and diluted EPS:
Year Ended December 31,
2024
2023
2022
(in millions, excep
e
t per share amounts)
t
Weighted average shares - basic
108.6
108.3
107.2
Dilutive effect of stock awards
0.7
0.2
0.4
Weighted average shares - diluted
109.3
108.5
107.6
Net income availabl
a e to common stockholders
$
774.9
$
709.6
$
1,044.5
Earnings per common share:
Basic
$
7.14
$
6.55
$
9.74
Diluted
7.09
6.54
9.70
Table of Contents
134

17. INCOME TAXES
The provision for income tax expense consists of the fol
f lowing components:
Year Ended December 31,
2024
2023
2022
(in millions)
Current
$
191.1
$
236.1
$
327.4
Deferred
12.4
(24.9)
(68.6)
Total tax expense
$
203.5
$
211.2
$
258.8
The fol
f lowing tabl
a e presents a reconciliation between the statutory federal income tax rate and the Company’s effective tax
rate:
Year Ended December 31,
2024
2023
2022
(in millions)
Income tax at statutory rate
$
208.2
$
196.1
$
276.4
Increase (decrease) resulting fro
f
m:
Non-deductible insurance premiums
31.1
24.1
5.2
State income taxes, net of federal benefits
f
18.3
35.0
45.4
Tax-exempt income
(31.3)
(28.3)
(26.0)
Investment tax credits
(19.7)
(13.2)
(32.1)
Other, net
(3.1)
(2.5)
(10.1)
Total tax expense
$
203.5
$
211.2
$
258.8
Effe
f ctive tax rate
20.5 %
22.6 %
19.7 %
The decrease in the effe
f ctive tax rate for the year ended December 31, 2024 compared to the same period in 2023 was primarily
due to increases in investment tax credit benefit
f s and tax-exempt income. The increase in the effective tax rate for the year
ended December 31, 2023 compared to the same period in 2022 was primarily due to decreases in pre-tax book income and
investment tax credit benefit
f s, as well as an increase in nondeductible insurance premium expenses.
Table of Contents
135

The cumulative tax effe
f cts of the temporary d
r
iffere
f
nces are shown in the following tabl
a e:
December 31,
2024
2023
(in millions)
Deferred tax assets:
Unrealized loss on AFS securities
$
175
$
170
Allowance for
f
credit losses
109
96
Research and experimentation costs
41
32
Lease liabi
a lity
41
46
Net operating loss carryovers
17
7
FDIC special assessment
13
17
Other
52
51
Total gross deferred tax assets
448
419
Deferred tax asset valuation allowance
—
—
Total deferred tax assets
448
419
Deferred tax liabi
a lities:
Right of use asset
(33)
(37)
Mortgage servicing rights
(31)
(11)
Premises and equipment
(30)
(19)
Unearned premiums
(15)
(15)
Goodwill
(13)
(9)
Deferred loan costs
(12)
(11)
Leasing basis differences
(9)
(11)
Other
(24)
(19)
Total deferred tax liabi
a lities
(167)
(132)
Deferred tax assets, net
$
281
$
287
At December 31, 2024, the net DTA balance totaled $281 million, a decrease from $287 million at December 31, 2023.
Although realization is not assured, the Company believes the realization of the recognized net DTA of $281 million at
December 31, 2024 is more-likely-than-not based on expectations as to future taxable income and based on availabl
a e tax
planning strategies that could be implemented if necessary to prevent a carryover fro
f
m expiring.
The Company had no defer
f red tax valuation allowance as of December 31, 2024 and 2023.
As of December 31, 2024, the Company’s gross federal NOL carryovers, all of which are subj
u ect to limitations under Section
382 of the IRC, totaled $36 million, for which a DTA of $3 million has been recorded, which reflects the expected benefit of
these federal
f
NOL carryovers afte
f r appl
a
ication of the Section 382 limitation. The Company also generated a total of
$355 million of gross NOLs in the states of Arizona, Nebraska, North Carolina, Tennessee, and Virginia as of December 31,
2024, for which a DTA of $14 million has been recorded. The Company files income tax returns in the U.S. federal jurisdiction
and in various states. With few exceptions, the Company is no longer subject to U.S. federal, state, or local income tax
examinations by tax authorities for ye
f
ars befor
f
e 2020.
When tax returns
t
are fil
f ed, it is highly certain most positions taken would be sustained upon examination by the taxing
authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that
would ultimately be sustained. The benefit
f
of a tax position is recognized in the Consolidated Financial Statements in the period
in which, based on all availabl
a e evidence, management believes it is more-likely-than-not the position will be sustained upon
u
examination, including the resolution of appe
a
als or litigation processes, if any. Tax positions taken are not offs
f et or aggregated
with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount
of tax benefit th
f
at is more than 50% likely of being realized upon settlement with the appl
a
icable taxing authority. The portion of
the benefit
f s associated with tax positions taken that exceeds the amount measured as described above
a
is reflected as a liabi
a lity
for unrecognized tax benefit
f s on the accompanying Consolidated Balance Sheet along with any associated interest and penalties
payable to the taxing authorities upon
u
examination.
Table of Contents
136

The total gross activity of unrecognized tax benefit
f s related to the Company's uncertain tax positions are shown in the following
tabl
a e:
December 31,
2024
2023
(in millions)
Beginning balance
$
7.9
$
6.6
Gross increases
Tax positions in prior periods
—
0.4
Current period tax positions
0.3
0.9
Gross decreases
Tax positions in prior periods
(0.5)
—
Ending balance
$
7.7
$
7.9
During the year ended December 31, 2024, the Company added a new position, which resulted in a tax detriment of $0.3
million. In addition, $0.5 million related to prior period tax positions were reversed due to laps
a
es in the statute of limitations.
At December 31, 2024 and 2023, unrecognized tax benefits, net of associated deferred tax benefit
f s, totaled $6.6 million and
$6.9 million, respectively, that, if recognized, would fav
f
orably impact the effective tax rate. The Company believes it is
reasonably possible that an unrecognized tax benefit
f
will be reduced by $0.6 million within the next 12 months due to laps
a
e of
statut
t e.
During the years ended December 31, 2024, 2023, and 2022, no amounts were recognized for interest and penalties as it relates
to uncertain tax positions and as of December 31, 2024 and 2023, there was no accrual for penalties and interest.
LIHT
I
C a
T
nd renewable energy p
g
roje
o cts
The Company holds ownership interests in limited partnerships and limited liabi
a lity companies that invest in affo
f
rdabl
a e housing
and renewable energy projects. These investments are designed to generate a retur
t
n primarily through the realization of fed
f
eral
tax credits and deduc
d
tions.
Investments in LIHTC and renewable energy totaled $606 million and $573 million as of December 31, 2024 and 2023,
respectively. Unfunded LIHTC and renewable energy obligations are included in Other liabi
a lities on the Consolidated Balance
Sheet and totaled $320 million and $322 million as of December 31, 2024 and 2023, respectively.
The Company recognized $77.6 million, $64.1 million, and $57.2 million of tax credits related to LIHTC investments for
f
the
years ended December 31, 2024, 2023, and 2022, respectively. For the years ended December 31, 2024, 2023, and 2022, $75.2
million, $64.3 million, and $63.2 million of amortization related to LIHTC investments was recognized as a component of
income tax expense, respectively.
Table of Contents
137

18. COMMITMENTS AND CONTINGENCIES
Unfu
n nded Com
C
mitments and Letters of Credit
The Company is party to fin
f ancial instruments with off-balance sheet risk in the normal course of business to meet the
financing needs of its customers. These fin
f ancial instruments include commitments to extend credit and letters of credit. They
involve, to varyi
r ng degrees, elements of credit risk in excess of amounts recognized on the Consolidated Balance Sheet.
Lines of credit are obligations to lend money to a borrower. Credit risk arises when the borrower's current financial condition
may indicate less ability to pay than when the commitment was originally made. In the case of letters of credit, the risk arises
from the potential fai
f lure of the customer to perform according to the terms of a contract. In such a situation, the third party
might draw on the letter of credit to pay for completion of the contract and the Company would look to its customer to repay
these funds
f
with interest. To minimize the risk, the Company uses the same credit policies in making commitments and
conditional obligations as it would for
f
a loan to that customer.
Letters of credit and fin
f ancial guarantees are commitments issued by the Company to guarantee the performance of a customer
to a third party in borrowing arrangements. The Company generally has recourse to recover fro
f
m the customer any amounts
paid under the guarantees.
A summary of the contractua
t
l amounts for unfunde
f
d commitments and letters of credit are as fol
f lows:
December 31,
2024
2023
(in millions)
Commitments to extend credit, including unsecured loan commitments of $860 and $989 at December 31,
2024 and 2023, respectively
$
13,546
$
13,291
Credit card commitments and financial guarantees
585
418
Letters of credit, including unsecured letters of credit of $2 and $4 at December 31, 2024 and 2023,
respectively
437
222
Total
$
14,568
$
13,931
The fol
f lowing tabl
a e represents the contractua
t
l commitments for
f
lines and letters of credit by maturity at December 31, 2024:
Amount of Commitment Expiration per Period
Total Amounts
Committed
Less Than 1 Year
1-3 Years
3-5 Years
Afte
f r 5 Years
(in millions)
Commitments to extend credit
$
13,546
$
3,298
$
5,465
$
2,279
$
2,504
Credit card commitments and financial
guarantees
585
585
—
—
—
Letters of credit
437
179
29
137
92
Total
$
14,568
$
4,062
$
5,494
$
2,416
$
2,596
Commitments to extend credit are agreements to lend to a customer provided there is no violation of any condition established
in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a
fee. The Company enters into credit arrangements that generally provide for the termination of advances in the event of a
covenant violation or other event of default. As commitments may expire without being ful
f ly drawn upon,
u
the total commitment
amounts do not necessarily represent futur
f
e cash requirements. The Company evaluates each customer’s creditworthiness on a
case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based
on management’s credit evaluation of the party. The commitments are collateralized by the same types of assets used as loan
collateral.
The Company has exposure to credit losses fro
f
m unfunded commitments and letters of credit. As funds have not been disbursed
on these commitments, they are not reported as loans outstanding. Credit losses related to these commitments are included in
Other liabi
a lities as a separate loss contingency and are not included in the ACL reported in "Note 4. Loans, Leases and
Allowance for
f
Credit Losses" of these Consolidated Financial Statements. This loss contingency for unfunde
f
d loan
commitments and letters of credit was $40 million and $32 million as of December 31, 2024 and 2023, respectively. Changes to
this liabi
a lity are adjusted through the provision for credit losses in the Consolidated Income Statement.
Table of Contents
138

Commitments to Invest in Renewable Ene
E
rgy P
g
roje
o cts
The Company has off-balance sheet commitments to invest in renewabl
a e energy proje
o cts, as described in "Note 17. Income
Taxes" of these Consolidated Financial Statements, subj
u ect to the underlying project meeting certain milestones. These
conditional commitments totaled $6 million and $32 million as of December 31, 2024 and 2023, respectively.
Concentrations of Lending Activities
The Company does not have a single external customer fro
f
m which it derives 10% or more of its revenues. The Company
monitors concentrations of lending activities at the produc
d
t and borrower relationship level. Commercial and industrial loans
made up 43% and 38% of the Company's HFI loan portfol
f io as of December 31, 2024 and 2023, respectively. The Company's
loan portfol
f io includes significant credit exposure to the CRE market. As of December 31, 2024 and 2023, CRE related loans
accounted for approxi
a
mately 30% and 33% of total loans, respectively. Approximately 16% of these CRE loans, excluding
construc
r
tion and land loans, were owner-occupi
u ed as of December 31, 2024 and 2023. No borrower relationships at both the
commitment and funde
f
d loan level exceeded 5% of total loans HFI as of December 31, 2024 and 2023.
Contingencies
The Company is involved in various lawsuits of a routine nature that are being handled and defended in the ordinary course of
the Company’s business. Expenses are being incurred in connection with these lawsuits, but in the opinion of management,
based in part on consultation with outside legal counsel, the resolution of these lawsuits and associated defense costs will not
have a material impact on the Company’s fin
f ancial position, results of operations, or cash flo
f ws.
19. FAIR VALUE ACCOUNTING
The fai
f r value of an asset or liabi
a lity is the price that would be received to sell the asset or paid to transfer the liabi
a lity in an
orderly transaction occurring in the principal market (or most advantageous market in the abs
a
ence of a principal market) for
f
such asset or liabi
a lity. In estimating fai
f r value, the Company utilizes valuation techniques that are consistent with the market
approach, the income approach, and/or the cost approa
a
ch. Such valuation techniques are consistently applied. Inputs to
valuation techniques include the assumptions market participants would use in pricing an asset or liabi
a lity. ASC 825 establ
a ishes
a fai
f r value hierarchy that prioritizes the inputs to valuation techniques used to measure fai
f r value. The hierarchy gives the
highest priority to unadjusted quoted prices in active markets for identical assets or liabi
a lities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fai
f r value hierarchy under ASC 825 are
described in "Note 1. Summary o
r
f Significant Accounting Policies" of these Notes to Consolidated Financial Statements.
In general, fair value is based upon quoted market prices, where availabl
a e. If such quoted market prices are not availabl
a e, fair
value is based upon internally-developed models that primarily use, as inputs, observable market-based parameters. Valuation
adju
d stments may be made to ensure financial instrum
r
ents are recorded at fai
f r value. These adju
d stments may include amounts to
reflect counterpa
r
rty credit quality and the Company’s creditworthiness, among other things, as well as unobservable
parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may
produce a fai
f r value calculation that may not be indicative of net realizable value or refle
f ctive of futur
f
e fai
f r values. While
management believes the Company’s valuation methodologies are appropr
a
iate and consistent with other market participants, the
use of differe
f
nt methodologies or assumptions to determine the fair value of certain financial instrum
r
ents could result in a
different estimate of fair value at the reporting date. A more detailed description of the valuation methodologies used for assets
and liabi
a lities measured at fair value is set forth below.
Under ASC 825, the Company elected the FVO treatment for junior subordina
u
ted debt issued by WAL. This election is
irrevocable and results in the recognition of unrealized gains and losses on the debt at each reporting date. These unrealized
gains and losses are recognized in OCI rather than earnings. The Company did not elect FVO treatment for the junior
subordina
u
ted debt assumed in the Bridge Capi
a tal Holdings acquisition.
The fol
f lowing tabl
a e presents unrealized gains and losses fro
f
m fai
f r value changes on junior subordina
u
ted debt:
Year Ended December 31,
2024
2023
2022
(in millions)
Unrealized (losses) gains
$
(1.9)
$
(0.3)
$
4.9
Changes included in OCI, net of tax
(1.4)
(0.2)
3.7
Table of Contents
139

Fair value on a recurring basis
Financial assets and fin
f ancial liabi
a lities measured at fair value on a recurring basis include the fol
f lowing:
AFS debt securities: Securities classified as AFS are reported at fai
f r value utilizing Level 1 and Level 2 inputs. For these
securities, the Company obtains fair value measurements from an independent pricing service. The fai
f r value measurements
consider observable data that may include quoted prices in active markets, dealer quotes, market spreads, cash flo
f ws, the U.S.
Treasury y
r
ield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the
bond’s terms and conditions, among other things.
Equity securities: Prefer
f red stock and CRA investments are reported at fai
f r value utilizing Level 1 inputs.
Independent pricing service: The Company's independent pricing service provides pricing information on the majo
a rity of the
Company's Level 1 and Level 2 AFS debt securities. For a small subs
u
et of securities, other pricing sources are used, including
observed prices on publicly traded securities and dealer quotes. Management independently evaluates the fair value
measurements received fro
f
m the Company's third-party pricing service through multiple review steps. First, management
reviews what has transpired in the marketplace with respect to interest rates, credit spreads, volatility, and mortgage rates,
among other things, and develops an expectation of changes to the securities' valuations from the previous quarter. Then,
management selects a sample of investment securities and compares the values provided by its primary third-party pricing
service to the market values obtained fro
f
m secondary sources, including other pricing services and safekeeping statements, and
evaluates those with notable variances. In instances where there are discrepancies in pricing fro
f
m various sources and
management expectations, management may manually price securities using currently observed market data to determine
whether they can develop similar prices or may utilize bid information fro
f
m broker dealers. Any remaining discrepancies
between management's review and the prices provided by the vendor are discussed with the vendor and/or the Company's other
valuation advisors.
Loans HFS: Government-insured or guaranteed and agency-conforming 1-4 fam
f
ily residential loans HFS are salable into active
markets. Accordingly, the fai
f r value of these loans is based primarily on quoted market or contracted selling prices or a market
price equivalent, which are categorized as Level 2 in the fai
f r value hierarchy.
Mortgage
t
servicing rights
g
: MSRs are measured based on valuation techniques using Level 3 inputs. The Company uses a
discounted cash flo
f w model that incorporates assumptions market participants would use in estimating the fair value of
servicing rights, including, but not limited to, option adjusted spread, conditional prepayment rate, servicing fee
f
rate, recapture
rate, and cost to service.
Derivative fin
f ancial instruments: Forward contracts are measured based on valuation techniques using Level 2 inputs, such as
quoted market prices, contracted selling prices, or a market price equivalent. Interest rate and foreign currency contracts are
reported at fai
f r value utilizing Level 2 inputs. The Company obtains dealer quotations to value its interest rate contracts. IRLCs
are measured based on valuation techniques that consider loan type, underlying loan amount, matur
t
ity date, note rate, loan
program, and expected settlement date, with Level 3 inputs for
f
the servicing release premium and pull-through rate. These
measurements are adjusted at the loan level to consider the servicing release premium and loan pricing adjustment specific to
each loan. The base value is then adju
d sted for estimated pull-through rates. The pull-through rate and servicing fee multiple are
unobservable inputs based on historical experience. Equity warrants are measured using a Black-Scholes option pricing model
based on contractua
t
l strike price, expected term, the risk-fre
f e interest rate, and volatility, which may be adjusted for
f
a lack of
marketability. The volatility input is considered Level 3 as the underlying equity is not publicly traded and is determined using
comparable publicly traded companies.
Junior subordinated debt: The Company estimates the fair value of its junior subordina
u
ted debt using a discounted cash flow
f
model which incorporates the effect of the Company’s own credit risk in the fai
f r value of the liabi
a lities (Level 3). The
Company’s cash flo
f w assumptions are based on contractua
t
l cash flo
f ws as the Company anticipates it will pay the debt
according to its contractua
t
l terms.
Table of Contents
140

The fai
f r value of assets and liabi
a lities measured at fair value on a recurring basis was determined using the following inputs:
ir Value Measurements at the End of the Reporting Period Using:
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Fair Value
(in millions)
December 31, 2024
Available-for-sale debt securities
Residential MBS issued by GSEs and GNMA
$
—
$
5,831
$
—
$
5,831
U.S. Treasury s
r
ecurities
4,383
—
—
4,383
Private label residential MBS
—
947
—
947
Tax-exempt
—
845
—
845
CLO
—
570
—
570
Commercial MBS issued by GSEs and GNMA
—
437
—
437
Corporate debt securities
—
386
—
386
Other
2
67
—
69
Total AFS debt securities
$
4,385
$
9,083
$
—
$
13,468
Equity securities
Preferred stock
$
91
$
—
$
—
$
91
CRA i
R
nvestments
26
—
—
26
Total equity securities
$
117
$
—
$
—
$
117
Loans HFS (2)
$
—
$
2,240
$
4
$
2,244
Mortgage servicing rights
—
—
1,127
1,127
Derivative assets (1)
—
198
35
233
Liabilities:
Junior subordina
u
ted debt (3)
$
—
$
—
$
65
$
65
Derivative liabi
a lities (1)
—
69
7
76
(1)
See "Note 15. Derivatives and Hedging Activities." In addition, the carrying value of loans was decreased by $96 million as of December 31, 2024
for the effe
f ctive portion of the hedge, which relates to the fair value of the hedges put in place to mitigate against fluctuations in interest rates.
Derivative assets and liabi
a lities exclude margin of $72 million and $3 million, respectively.
(2)
Includes only the portion of loans HFS that is recorded at fair value at each reporting period pursuant to the election of FVO treatment.
(3)
Includes only the portion of junior subordina
u
ted debt that is recorded at fair value at each reporting period pursuant to the election of FVO treatment.
Table of Contents
141

ir Value Measurements at the End of the Reporting Period Using:
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Fair
Value
(in millions)
December 31, 2023
Assets:
Availabl
a e-for-sale debt securities
U.S. Treasury s
r
ecurities
$
4,853
$
—
$
—
$
4,853
Residential MBS issued by GSEs and GNMA
—
1,972
—
1,972
CLO
—
1,399
—
1,399
Private label residential MBS
—
1,117
—
1,117
Tax-exempt
—
858
—
858
Commercial MBS issued by GSEs and GNMA
—
530
—
530
Corporate debt securities
—
367
—
367
Other
28
41
—
69
Total AFS debt securities
$
4,881
$
6,284
$
—
$
11,165
Equity securities
Preferred stock
$
100
$
—
$
—
$
100
CRA investments
26
—
—
26
Total equity securities
$
126
$
—
$
—
$
126
Loans - HFS (2)
$
—
$
1,377
$
3
$
1,380
Mortgage servicing rights
—
—
1,124
1,124
Derivative assets (1)
—
66
22
88
Liabilities:
Junior subordina
u
ted debt (3)
$
—
$
—
$
63
$
63
Derivative liabi
a lities (1)
—
100
—
100
(1)
See "Note 15. Derivatives and Hedging Activities." In addition, the carrying value of loans was increased by $6 million as of December 31, 2023 for
the effective portion of the hedge, which relates to the fair value of the hedges put in place to mitigate against fluctuations in interest rates.
Derivative assets and liabi
a lities exclude margin of $202 million and $(9) million, respectively.
(2)
Includes only the portion of loans HFS that is recorded at fair value at each reporting period pursuant to the election of FVO treatment.
(3)
Includes only the portion of junior subordina
u
ted debt that is recorded at fair value at each reporting period pursuant to the election of FVO treatment.
The change in Level 3 liabi
a lities measured at fai
f r value on a recurring basis included in OCI was as fol
f lows:
Junior Subordinated Debt
Year Ended December 31,
2024
2023
2022
(in millions)
Beginning balance
$
(62.8)
$
(62.5)
$
(67.4)
Change in fair value (1)
(1.9)
(0.3)
4.9
Ending balance
$
(64.7)
$
(62.8)
$
(62.5)
(1)
Unrealized (losses) gains attributable to changes in the fair value of junior subordina
u
ted debt are recorded in OCI, net of tax, and totaled $(1.4)
million, $(0.2) million, and $3.7 million for
f
the years ended December 31, 2024, 2023, and 2022, respectively.
The significant unobservable inputs used in the fair value measurements of these Level 3 liabi
a lities were as fol
f lows:
December 31,
2024
Valuation Technique
Significant Unobservable Inputs
Input Value
(in millions)
Junior subordinated debt
$
65
Discounted cash flow
Implied credit rating of the Company
7.43 %
December 31, 2023
Valuation Technique
Significant Unobservable Inputs
Input Value
(in millions)
Junior subordina
u
ted debt
$
63
Discounted cash flo
f w
Implied credit rating of the Company
8.92 %
Table of Contents
142

The significant unobservable inputs used in the fair value measurement of the Company’s junior subordina
u
ted debt as of
December 31, 2024 and 2023 was the implied credit risk for
f
the Company. The implied credit risk spread as of December 31,
2024 and 2023 was calculated as the difference between the average of the 10 and 15-year 'BB' rated fin
f ancial indexes over the
corresponding swap indexes.
As of December 31, 2024, the Company estimates the discount rate at 7.43%, which represents an implied credit spread of
3.12% plus three-month SOFR (4.31%). As of December 31, 2023, the Company estimated the discount rate at 8.92%, which
was a 3.59% credit spread plus three-month SOFR (5.33%).
The change in Level 3 assets and liabi
a lities measured at fair value on a recurring basis included in income was as follows:
Year Ended December 31, 2024
2024
2023
MSRs
IRLCs (1)
MSRs
IRLCs (1)
(in millions)
Balance, beginning of period
$
1,124
$
18
$
1,148
$
2
Purchases and additions
923
18,896
865
15,434
Sales and payments
(905)
—
(800)
—
Settlement of IRLCs upon
u
acquisition or origination of loans HFS
—
(18,916)
—
(15,420)
Change in fair value
144
—
11
2
Mark to market adju
d stments
—
—
4
—
Realization of cash flo
f ws
(159)
—
(104)
—
Balance, end of period
$
1,127
$
(2) $
1,124
$
18
Changes in unrealized gains (losses) for the period (2)
$
71
$
(2) $
19
$
(18)
(1)
IRLC asset and liabi
a lity positions are presented net.
(2)
Amounts recognized as part of non-interest income.
The significant unobservable inputs used in the fair value measurements of these Level 3 assets and liabi
a lities were as fol
f lows:
December 31, 2024
Asset/liability
Key inputs
Range
Weighted average
MSRs:
Option adjusted spread (in basis points)
21 - 315
237
Conditional prepayment rate (1)
8.4% - 19.0%
14.0 %
Recapture rate
20.0% - 20.0%
20.0 %
Servicing fee
f
rate (in basis points)
25.0 - 56.5
36.4
Cost to service
$75 - $95
$82
IR
IRLC
LCs:s:
Servicing fee
f
multiple
4.3 - 6.4
5.3
Pull-through rate
76% - 100%
92 %
December 31, 2023
Asset/liabi
a lity
Key inputs
Range
Weighted average
MSRs:
Option adjusted spread (in basis points)
29 - 253
213
Conditional prepayment rate (1)
9.5% - 23.9%
17.4 %
Recapture rate
20.0% - 20.0%
20.0 %
Servicing fee
f
rate (in basis points)
25.0 - 56.5
35.6
Cost to service
$93 - $100
$95
IRLCs:
Servicing fee
f
multiple
3.2 - 5.4
4.3
Pull-through rate
68% - 100%
89 %
(1)
Lifet
f ime total prepayment speed annualized.
Table of Contents
143

The fol
f lowing is a summary of the differe
f
nce between the aggregate fai
f r value and the aggregate UPB of loans HFS for which
the FVO has been elected:
December 31,
2024
2023
Fair value
UPB
Diffe
f rence
Fair value
UPB
Difference
(in millions)
Loans HFS:
Current through 89 days delinquent
$
2,244
$
2,195
$
49
$
1,379
$
1,319
$
60
90 days or more delinquent
—
—
—
1
2
(1)
Total
$
2,244
$
2,195
$
49
$
1,380
$
1,321
$
59
Fair value on a nonrecurring basis
Certain assets are measured at fair value on a nonrecurring basis. That is, the assets are not measured at fair value on an ongoing
basis, but are subject to fai
f r value adju
d stments in certain circumstances (for example, when there is evidence of credit
deterioration). The following tabl
a e presents such assets carried on the Consolidated Balance Sheet by caption and by level
within the ASC 825 hierarchy:
Fair Value Measurements at the End of the Reporting Period Using
Total
Quoted Prices in
Active Markets for
f
Identical Assets
(Level 1)
Active Markets for
f
Similar Assets
(Level 2)
Unobservable
Inputs
(Level 3)
(in millions)
As of December 31, 2024
Loans HFI
$
561
$
—
$
—
$
561
Other assets acquired through foreclosure
52
—
—
52
As of December 31, 2023
Loans HFI
$
379
$
—
$
—
$
379
Other assets acquired through foreclosure
8
—
—
8
For Level 3 assets measured at fair value on a nonrecurring basis as of period end, the significant unobservable inputs used in
the fai
f r value measurements were as follows:
December 31, 2024
Valuation Technique(s)
Significant
Unobservable Inputs
Range
(in millions)s
Loans HFI
$
561
Collateral method
Third party appraisa
C
l
osts to sell
6.0% to 10.0%
Discounted cash flow
f
method
Discount rate
Contractua
t
l loan rat
3
e
.0% to 8.0%
Scheduled cash
collections
Probabi
a lity of defaul
0
t
% to 20.0%
Proceeds fro
f
m non-real
estate collateral
Loss given default
0% to 70.0%
Other assets acquired through
foreclosure
52
Collateral method
Third party appraisal
Costs to sell
1.0% to 6.0%
December 31, 2023
Valuation Technique(s)
Significant
Unobservable Inputs
Range
(in millions)
Loans HFI
$
379
Collateral method
Third party appraisa
C
l
osts to sell
6.0% to 10.0%
Discounted cash flow
f
method
Discount rate
Contractua
t
l loan rat
3
e
.0% to 8.0%
Scheduled cash
collections
Probabi
a lity of defaul
0
t
% to 20.0%
Proceeds fro
f
m non-real
estate collateral
Loss given default
0% to 70.0%
Other assets acquired through
foreclosure
8
Collateral method
Third party appraisal
Costs to sell
4.0% to 10.0%
Table of Contents
144

Loans HFI:
F
Loans measured at fai
f r value on a nonrecurring basis include collateral dependent loans. The specific reserves for
f
these loans are based on collateral value, net of estimated disposition costs and other identified quantitative inputs. Collateral
value is determined based on independent third-party appr
a
aisals or internally-developed discounted cash flo
f w analyses.
Appraisals may utilize a single valuation appr
a
oach or a combination of approa
a
ches, including comparable sales and the income
approach. Fair value is determined, where possible, using market prices derived fro
f
m an appr
a
aisal or evaluation, which are
considered to be Level 2. However, certain assumptions and unobservable inputs are ofte
f n used by the appraiser, therefore
f
qualifying
f
the assets as Level 3 in the fai
f r value hierarchy. In addition, when adju
d stments are made to an appraised value to
reflect various factors such as the age of the appraisal or known changes in the market or the collateral, such valuation inputs
are considered unobservable and the fai
f r value measurement is categorized as a Level 3 measurement. Internal discounted cash
flow analyses are also utilized to estimate the fai
f r value of these loans, which considers internally-developed, unobservable
inputs such as discount rates, default rates, and loss severity.
Total Level 3 collateral dependent loans had an estimated fair value of $561 million and $379 million at December 31, 2024
and 2023, respectively, net of a specific
f
ACL of $46 million and $10 million at December 31, 2024 and 2023, respectively.
Othe
t
r assets acquired thr
t
ough foreclosure: Other assets acquired through foreclosure consist of properties acquired as a result
of, o
f
r in-lieu-of, f
f
or
f
eclosure. These assets are initially reported at the fair value determined by independent appraisals using
appraised value less estimated cost to sell. Such properties are generally re-appr
a
aised every 12 months. Costs relating to the
development or improvement of the assets are capitalized and costs relating to holding the assets are charged to expense.
Fair value is determined, where possible, using market prices derived from an appr
a
aisal or evaluation, which are considered to
be Level 2. However, certain assumptions and unobservable inputs are ofte
f n used by the appraiser, therefor
f
e qualifying
f
the
assets as Level 3 in the fai
f r value hierarchy. When significant adjustments are based on unobservable inputs, such as when a
current appraised value is not availabl
a e or management determines the fair value of the collateral is fur
f
ther impaired below the
appraised value and there is no observable market price, the resulting fai
f r value measurement has been categorized as a Level 3
measurement. The Company had $52 million and $8 million of such assets at December 31, 2024 and 2023, respectively.
Fair Value of Financial Instruments
The estimated fai
f r value of the Company’s fin
f ancial instruments is as fol
f lows:
December 31, 2024
Carrying Amount
Fair Value
Level 1
Level 2
Level 3
Total
(in millions)
Financial assets:
Investment securities:
HTM
$
1,526
$
—
$
1,309
$
—
$
1,309
AFS
13,468
4,385
9,083
—
13,468
Equity securities
117
117
—
—
117
Derivative assets (1)
233
—
198
35
233
Loans HFS
2,286
—
2,259
27
2,286
Loans HFI, net
53,302
—
—
53,070
53,070
Mortgage servicing rights
1,127
—
—
1,127
1,127
Accrue
r
d interest receivable
362
—
362
—
362
Financial liabilities:
Deposits
$
66,341
$
—
$
66,393
$
—
$
66,393
Other borrowings
5,573
—
5,545
—
5,545
Qualifying debt
f
899
—
789
78
867
Derivative liabi
a lities (1)
76
—
69
7
76
Accrue
r
d interest payable
a
138
—
138
—
138
(1)
Derivative assets and liabi
a lities exclude margin of $72 million and $3 million, respectively.
Table of Contents
145

December 31, 2023
Carrying Amount
Fair Value
Level 1
Level 2
Level 3
Total
(in millions)
Financial assets:
Investment securities:
HTM
$
1,429
$
—
$
1,251
$
—
$
1,251
AFS
11,165
4,881
6,284
—
11,165
Equity securities
126
126
—
—
126
Derivative assets (1)
84
—
66
22
88
Loans HFS
1,402
—
1,379
23
1,402
Loans HFI, net
49,960
—
—
46,877
46,877
Mortgage servicing rights
1,124
—
—
1,124
1,124
Accrue
r
d interest receivable
370
—
370
—
370
Financial liabilities:
Deposits
$
55,333
$
—
$
55,379
$
—
$
55,379
Other borrowings
7,230
—
7,192
—
7,192
Qualifying debt
f
895
—
734
76
810
Derivative liabi
a lities (1)
100
—
100
—
100
Accrue
r
d interest payable
a
151
—
151
—
151
(1)
Derivative assets and liabi
a lities exclude margin of $202 million and $(9) million, respectively.
Interest rate risk
The Company assumes interest rate risk (the risk to the Company’s earnings and capital fro
f
m changes in interest rate levels) as
a result of its normal operations. As a result, the fai
f r values of the Company’s fin
f ancial instruments, as well as its future net
interest income, will change when interest rate levels change and that change may be either favorable or unfav
f
orable to the
Company.
Interest rate risk exposure is measured using interest rate sensitivity analysis to determine the Company's change in EVE and
net interest income resulting fro
f
m hypothetical changes in interest rates. If potential changes to EVE and earnings resulting
from hypothetical interest rate changes are not within the limits establ
a ished by the BOD, the BOD may direct management to
adju
d st the asset and liabi
a lity mix to bring interest rate risk within BOD-approved limits.
WAB has an ALCO charged with managing interest rate risk within the BOD-approved limits. Limits are struc
r
tured to preclude
an interest rate risk profile
f
which does not confor
f
m to both management and BOD risk tolerances without BOD and ALCO
approval. Interest rate risk is also evaluated at the Parent level, which is reported to the BOD and its Finance and Investment
Committee.
Fair value of c
o
ommitme
t
nts
The estimated fair value of letters of credit outstanding at December 31, 2024 and 2023 approximates zero as there have been
no significant changes in borrower creditworthiness. Loan commitments on which the committed interest rates are less than the
current market rate are insignificant at December 31, 2024 and 2023.
Table of Contents
146

20. REGULATORY CAPITAL REQUIREMENTS
The Company and the Bank are subject to various regulatory c
r
apital requirements administered by the federal banking agencies.
Failure to meet minimum capital requirements could trigger certain mandatory or discretionary actions that, if undertaken,
could have a direct material effect on the Company’s business and financial statements. Under capital adequacy guidelines and
the regulatory f
r
ra
f mework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that
involve quantitative measures of their assets, liabi
a lities, and certain off-b
f
alance sheet items as calculated under regulatory
accounting practices. The capi
a tal amounts and classification are also subj
u ect to qualitative judgments by the regulators about
a
components, risk weightings, and other fact
f
ors.
As permitted by the regulatory c
r
apital rul
r es, the Company elected the CECL transition option that delayed the estimated impact
on regulatory c
r
apital resulting fro
f
m the adoption of CECL over a five-year transition period ending December 31, 2024.
Accordingly, capital ratios and amounts in 2024 include a 25% capital benefit th
f
at resulted fro
f
m the increased ACL related to
the adoption of ASC 326, compared to a 50% capital benefit for
f
2023.
As of December 31, 2024 and 2023, the Company and the Bank exceeded the capital levels necessary to be classified as well-
capi
a talized, as defin
f ed by the various banking agencies. The actua
t
l capital amounts and ratios for the Company and the Bank
are presented in the fol
f lowing tabl
a es:
Total
Capital
Tier 1
Capital
Risk-
Weighted
Assets
Tangible
Average
Assets
Total
Capital
Ratio
Tier 1
Capital
Ratio
Tier 1
Leverage
Ratio
Common
Equity
Tier 1
(dol
d lars in millions)
December 31, 2024
WAL
$
7,922
$
6,687
$
56,019
$
82,691
14.1 %
11.9 %
8.1 %
11.3 %
WAB
7,444
6,803
55,983
82,562
13.3
12.2
8.2
12.2
Well-capitalized ratios
10.0
8.0
5.0
6.5
Minimum capital ratios
8.0
6.0
4.0
4.5
December 31, 2023
WAL
$
7,201
$
6,035
$
52,517
$
7
13.7
0,295
%
11.5
8
%
.6 %
10.8 %
WAB
6,802
6,229
52,508
70,347
13.0
11.9
8.9
11.9
Well-capitalized ratios
10.0
8.0
5.0
6.5
Minimum capital ratios
8.0
6.0
4.0
4.5
The Company and the Bank are also subject to liquidity and other regulatory r
r
equirements as administered by the federal
banking agencies. These agencies have broad powers and at their discretion, could limit or prohibit the Company's payment of
dividends, payment of certain debt service and issuance of capi
a tal stock and debt as they deem appropriate and as such, actions
by the agencies could have a direct material effe
f ct on the Company’s business and financial statements.
The Company is also required to maintain specified levels of capi
a tal to remain in good standing with certain federal government
agencies, including FNMA, FHLMC, GNMA, and HUD. These capital requirements are generally tied to the unpaid balances
of loans included in the Company's servicing portfol
f io or loan production volume. Noncompliance with these capital
requirements can result in various remedial actions up to, and including, removing the Company's abi
a lity to sell loans to and
service loans on behalf of the respective agency. The Company believes it is in compliance with these requirements as of
December 31, 2024.
Table of Contents
147

21. EMPLOYEE BENEFIT PLANS
The Company has a qualifie
f d 401(k) employee benefit
f
plan for all eligible employees. Participants are abl
a e to defer
f
between
1% and 75% (up to a
u
maximum of $23,000 for those under 50 years of age and $30,500 for those between 50 and 59 years of
age) of their annual compensation. The Company may elect to match a discretionary amount each year, which was 100% of the
first 5% of the participant’s compensation defer
f red into the plan during the year ended December 31, 2024. The Company’s
contributions to this plan totaled $17.8 million, $17.7 million, and $15.9 million for
f
the years ended December 31, 2024, 2023,
and 2022, respectively.
In addition, the Company has a SERP, which is an unfunded noncontributory d
r
efin
f ed benefit pension plan. The SERP provides
retirement benefits to
f
certain Bridge offi
f cers based on years of service and fin
f al average salary.
r
The proje
o cted benefit obligation
was $15 million and $14 million as of December 31, 2024 and 2023, respectively, all of which was unfunded. Net periodic
benefit cost totaled $1.2 million for
f
the year ended December 31, 2024 and $1.0 million for each of the years ended December
31, 2023 and 2022.
22. RELATED PARTY TRANSACTIONS
Principal stockholders, directors, and executive offic
f ers of the Company, their immediate fam
f
ily members, and companies they
control or own more than a 10% interest in, are considered to be related parties. In the ordinary c
r
ourse of business, the
Company engages in various related party transactions, including extending credit and bank service transactions. All related
party transactions are subject to review and appr
a
oval pursuant to the Company's related party transactions policy.
Federal banking regulations require any extensions of credit to insiders and their related interests not be offere
f
d on terms more
favorable than would be offered to non-related borrowers of similar creditworthiness. The fol
f lowing tabl
a e summarizes the
aggregate activity for such loans:
Year Ended December 31,
2024
2023
(in millions)
Balance, beginning
$
—
$
172
New loans
22
—
Advances
—
457
Repayments and other
—
(629)
Balance, ending
$
22
$
—
The increase in the related party loan balance fro
f
m December 31, 2023 was primarily driven by the execution and funding of a
new loan to a single related party. None of these loans were past due, on non-accrua
r
l status or have been restructure
t
d dur
d
ing the
year ended December 31, 2024 to provide a reduc
d
tion or deferral of interest or principal because of deterioration in the financial
position of the borrower. In addition, there were no loans to a related party that were considered classified loans at December
31, 2024 or 2023. For the years ended December 31, 2024, 2023, and 2022, interest income associated with related party loans
was appr
a
oximately $0.1 million, $1.6 million and $2.5 million, respectively. During the year ended December 31, 2024, there
were no residential loans purchased by the Company from related parties, compared to $27 million and $914 million dur
d
ing the
years ended December 31, 2023 and 2022, respectively.
Loan commitments outstanding with related parties totaled $82 million and $2 million at December 31, 2024 and 2023,
respectively. The increase in related party loan commitments during the year ended December 31, 2024 is primarily due to
changes in composition of the Company's BOD and origination of new loans to related parties.
The Company also accepts deposits from related parties, which totaled $159 million and $62 million at December 31, 2024 and
2023, respectively, with related interest expense of approxi
a
mately $5.8 million dur
d
ing the year ended December 31, 2024 and
$1.1 million and $0.2 million dur
d
ing the years ended December 31, 2023 and 2022, respectively. The increase in deposits from
f
related parties during the year ended December 31, 2024 is primarily related to changes in composition of the Company's BOD.
There were no earnings credits on deposits fro
f
m related parties for
f
the year ended December 31, 2024, compared to
$2.6 million and $1.9 million for
f
the years ended December 31, 2023, and 2022, respectively.
There were no loans serviced by related parties at December 31, 2024 and 2023 and $2.1 billion of residential loans serviced by
related parties at December 31, 2022. During the year ended December 31, 2024, there were no loan servicing fees paid to
related parties compared to $0.6 million and $1.5 million dur
d
ing the years ended December 31, 2023 and 2022, respectively.
Donations, sponsorships, and other payments to related parties totaled less than $1.0 million during each of the years ended
December 31, 2024, 2023, and 2022.
Table of Contents
148

23. PARENT COMPANY FINANCIAL INFORMATION
The condensed financial statements of the holding company are presented in the following tabl
a es:
WESTERN ALLIANCE BANCORPORAT
R
ION
Condensed Balance Sheets
December 31,
2024
2023
(in millions)
ASSETS:
Cash and cash equivalents
$
181
$
140
Investment securities - equity
31
31
Investment in subs
u
idiaries
7,096
6,513
Other assets
85
71
Total assets
$
7,393
$
6,755
LIABILITIES AND STOCKHOLDERS' EQUITY:
Qualifying debt
f
$
674
$
671
Accrue
r
d interest and other liabi
a lities
12
6
Total liabi
a lities
686
677
Total stockholders’ equity
6,707
6,078
Total liabi
a lities and stockholders’ equity
$
7,393
$
6,755
WESTERN ALLIANCE BANCORPORAT
R
ION
Condensed Income Statements
Year Ended December 31,
2024
2023
2022
(in millions)
Income:
Dividends from subsidiaries
$
240.0
$
330.0
$
261.8
Interest income
2.7
2.9
3.8
Non-interest income (loss)
22.5
1.5
(0.9)
Total income
265.2
334.4
264.7
Expense:
Interest expense
25.7
25.4
22.6
Non-interest expense
27.4
29.3
26.5
Total expense
53.1
54.7
49.1
Income before income taxes and equity in undistributed earnings of subs
u
idiaries
212.1
279.7
215.6
Income tax benefit
f
6.1
10.3
11.0
Income before equity in undistributed earnings of subs
u
idiaries
218.2
290.0
226.6
Equity in undistributed earnings of subs
u
idiaries
569.5
432.4
830.7
Net income
787.7
722.4
1,057.3
Dividends on preferred stock
12.8
12.8
12.8
Net income available to common stockholders
$
774.9
$
709.6
$
1,044.5
Table of Contents
149

Western Alliance Bancorporation
Condensed Statements of Cash Flows
Year Ended December 31,
2024
2023
2022
(in millions)
Cash flows fro
f
m operating activities:
Net income
$
787.7
$
722.4
$
1,057.3
Adju
d
stments to reconcile net income to net cash provided by operating activities:
Equity in net undistributed earnings of subs
u
idiaries
(569.5)
(432.4)
(830.7)
Change in fair value of assets and liabi
a lities measured at fair value
(0.2)
(3.4)
8.7
Other operating activities, net
17.9
(1.8)
(16.8)
Net cash provided by operating activities
235.9
284.8
218.5
Cash flows fro
f
m investing activities:
Purchases of securities
—
(153.9)
(0.4)
Principal pay downs, calls, matur
t
ities, and sales proceeds of securities
—
155.5
1.8
Capi
a tal contributions to subs
u
idiaries
—
(50.0)
(193.0)
Other investing activities, net
(19.0)
(10.0)
(12.1)
Net cash used in investing activities
(19.0)
(58.4)
(203.7)
Cash flows fro
f
m fin
f
ancing activities:
Proceeds fro
f
m issuance of common stock, net
0.1
0.1
157.7
Cash dividends paid on common and preferred stock
(176.8)
(171.5)
(166.2)
Net cash used in fin
f
ancing activities
(176.7)
(171.4)
(8.5)
Net increase in cash and cash equivalents
40.2
55.0
6.3
Cash and cash equivalents at beginning of year
140.3
85.3
79.0
Cash and cash equivalents at end of year
$
180.5
$
140.3
$
85.3
Table of Contents
150

24. SEGMENTS
Beginning with the annual period ending December 31, 2024, the Company adopted the guidance within ASU 2023-07,
Segm
e
ent Reporting (To
(
pi
o c 280), which expanded disclosure requirements for
f
significant segment expenses and other segment
items. In connection with the adoption of this guidance, the components that comprise net interest income, which include
interest income, interest expense and funds transfer
f
pricing adjustments, are presented in separate line items in the reportable
a
segment income statement tabl
a es below. Salaries and employee benefits
f
are also presented separately as these expenses were
previously included within total non-interest expense. Income statement information for pr
f
ior periods was recast to conform to
the current presentation.
The Company's reportabl
a e segments are aggregated with a foc
f
us on products and services offere
f
d and consist of three
reportabl
a e segments:
•
Commercial: provides commercial banking and treasury m
r
anagement 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.
r
•
Consumer Related: offers both commercial banking services to enterprises in consumer-related sectors and consumer
banking services, such as residential mortgage banking.
•
Corpor
r
ate & Other: consists of the Company's investment portfol
f io, Corporate borrowings and other related items,
income and expense items not allocated to other reportabl
a e segments, and inter-segment eliminations.
The Company's chief operating decision maker is the Chief Executive Officer. The chief operating decision maker assesses
overall segment performance based on pre-tax income and uses this metric to allocate resources for each segment, focusing on
budgeting and forecasting.
The Company's segment reporting process begins with the assignment of all loan and deposit accounts directly to the segments
where these products are originated and/or serviced. Equity capital is assigned to each segment based on the risk profile of their
assets and liabi
a lities. With the exception of goodwill, which is assigned a 100% weighting, equity capi
a tal allocations ranged
from 0% to 20% during the year. Any excess or deficient equity not allocated to segments based on risk is assigned to the
Corporate & Other segment.
Net interest income, provision for credit losses, and non-interest expense amounts are recorded in their respective segments to
the extent the amounts are directly attributable to those segments. Net interest income is recorded in each segment on a TEB
with a corresponding increase in income tax expense, which is eliminated in the Corporate & Other segment.
Further, net interest income of a reportabl
a e segment includes a funds transfer
f
pricing process that matches assets and liabi
a lities
with similar interest rate sensitivity and matur
t
ity characteristics. Using this funds transfer
f
pricing methodology, liquidity is
transfer
f red between users and providers. A net user of fun
f
ds has lending/investing in excess of deposits/borrowings and a net
provider of funds ha
f
s deposits/bor
/
rowings in excess of lending/investing. A segment that is a user of funds
f
is charged for
f
the
use of funds
f
, while a provider of funds
f
is credited through funds transfer
f
pricing, which is determined based on the average
estimated life o
f
f the assets or liabi
a lities in the portfol
f io. Residua
d
l funds
f
transfer
f
pricing mismatches are allocable to the
Corporate & Other segment and presented in net interest income.
The net income amount for each reportabl
a e segment is further derived by the use of expense allocations. Certain expenses not
directly attributable to a specific segment are allocated across all segments based on key metrics, such as number of employees,
number of transactions processed for
f
loans and deposits, and average loan and deposit balances. These types of expenses
include information technology, operations, human resources, fin
f ance, risk management, credit administration, legal, and
marketing.
Income taxes are applied to each segment based on estimated effective tax rates. Any differe
f
nce in the corporate tax rate and the
aggregate effect
f
ive tax rates in the segments are adjusted in the Corporate & Other segment.
The assignment and allocation methodologies used in the segment reporting process discussed above
a
change from time to time
as systems are enhanced, methods for evaluating segment perfor
f
mance or product lines change or as business segments are
realigned.
Table of Contents
151

The fol
f lowing is a summary of reportabl
a e segment balance sheet information:
Consolidated
Company
Commercial
Consumer Related
Corporate &
Other
At December 31, 2024:
(in millions)
Assets:
Cash, cash equivalents, and investment securities
$
19,191
$
14
$
—
$
19,177
Loans HFS
2,286
—
2,286
—
Loans HFI, net of deferred fees an
f
d costs
53,676
31,544
22,132
—
Less: allowance for
f
credit losses
(374)
(320)
(54)
—
Net loans HFI
53,302
31,224
22,078
—
Goodwill and other intangible assets, net
659
291
368
—
Other assets
5,496
367
1,923
3,206
Total assets
$
80,934
$
31,896
$
26,655
$
22,383
Liabilities:
Deposits
$
66,341
$
25,487
$
33,767
$
7,087
Borrowings and qualifyi
f ng debt
6,472
15
37
6,420
Other liabi
a lities
1,414
72
476
866
Total liabi
a lities
74,227
25,574
34,280
14,373
Allocated equity:
6,707
2,727
1,899
2,081
Total liabilities and stockholders' equity
$
80,934
$
28,301
$
36,179
$
16,454
Excess funds pr
f
ovided (used)
—
(3,595)
9,524
(5,929)
At December 31, 2023:
Assets:
Cash, cash equivalents, and investment securities
$
14,288
$
13
$
125
$
14,150
Loans HFS
1,402
—
1,402
—
Loans HFI, net of deferred fees an
f
d costs
50,297
29,136
21,161
—
Less: allowance for
f
credit losses
(337)
(284)
(53)
—
Net loans HFI
49,960
28,852
21,108
—
Goodwill and other intangible assets, net
669
292
377
—
Other assets
4,543
398
1,826
2,319
Total assets
$
70,862
$
29,555
$
24,838
$
16,469
Liabilities:
Deposits
$
55,333
$
23,508
$
25,101
$
6,724
Borrowings and qualifying de
f
bt
8,125
7
402
7,716
Other liabi
a lities
1,326
109
338
879
Total liabi
a lities
64,784
23,624
25,841
15,319
Allocated equity:
6,078
2,555
1,790
1,733
Total liabi
a lities and stockholders' equity
$
70,862
$
26,179
$
27,631
$
17,052
Excess funds pr
f
ovided (used)
—
(3,376)
2,793
583
Table of Contents
152

The fol
f lowing is a summary of reportabl
a e segment income statement information:
Consolidated
Company
Commercial
Consumer Related
Corporate &
Other
Year Ended December 31, 2024:
(in millions)
Interest income
$
4,541.1
$
2,499.6
$
1,083.4
$
958.1
Interest expense
1,922.2
681.3
611.6
629.3
Funds transfer
f
pricing
—
(650.7)
994.2
(343.5)
Net interest income
2,618.9
1,167.6
1,466.0
(14.7)
Provision for credit losses
145.9
136.2
2.2
7.5
Net interest income after provision for credit losses
2,473.0
1,031.4
1,463.8
(22.2)
Non-interest income
543.2
120.9
354.3
68.0
Salaries and employee benefits
f
631.1
135.6
132.6
362.9
Other non-interest expense (1)
1,393.9
486.1
1,228.3
(320.5)
Income before provision for income taxes
991.2
530.6
457.2
3.4
Income tax expense
203.5
109.4
90.7
3.4
Net income
$
787.7
$
421.2
$
366.5
$
—
Year Ended December 31, 2023:
Interest income
$
4,035.3
$
2,426.6
$
960.3
$
648.4
Interest expense
1,696.4
485.2
417.9
793.3
Funds transfer
f
pricing
—
(554.2)
358.3
195.9
Net interest income
2,338.9
1,387.2
900.6
51.1
Provision for credit losses
62.6
38.3
3.3
21.0
Net interest income after provision for credit losses
2,276.3
1,348.9
897.3
30.1
Non-interest income
280.7
(23.4)
287.0
17.1
Salaries and employee benefits
f
566.3
149.7
125.8
290.8
Other non-interest expense (1)
1,057.1
430.7
799.3
(172.9)
Income before provision for income taxes
933.6
745.1
259.2
(70.7)
Income tax expense
211.2
174.8
59.5
(23.1)
Net income
$
722.4
$
570.3
$
199.7
$
(47.6)
Year Ended December 31, 2022:
Interest income
$
2,691.8
$
1,588.7
$
811.9
$
291.2
Interest expense
475.5
127.7
77.8
270.0
Funds transfer
f
pricing
—
71.2
122.6
(193.8)
Net interest income
2,216.3
1,532.2
856.7
(172.6)
Provision for credit losses
68.1
47.2
21.1
(0.2)
Net interest income after provision for credit losses
2,148.2
1,485.0
835.6
(172.4)
Non-interest income
324.6
59.7
247.3
17.6
Salaries and employee benefits
f
539.5
115.1
173.8
250.6
Other non-interest expense (1)
617.2
350.8
456.6
(190.2)
Income before provision for income taxes
1,316.1
1,078.8
452.5
(215.2)
Income tax expense
258.8
256.5
107.7
(105.4)
Net income
$
1,057.3
$
822.3
$
344.8
$
(109.8)
(1)
The composition of other non-interest expense is consistent with Non-interest expense as presented in the Consolidated Income Statement.
25. REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue streams within the scope of ASC 606 include service charges and fees
f
, interchange fees on credit and debit cards, and
legal settlement service fees. These revenues totaled $68.0 million, $98.6 million, and $44.1 million for
f
the years ended
December 31, 2024, 2023, and 2022, respectively. The Company had no material unsatisfied performance obligations as of
December 31, 2024 or 2023.
Table of Contents
153

Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Controls and Procedures.
As of the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out by the Company’s
management, with the participation of its CEO and CFO, of the effectiveness of the Company’s disclosure controls and
procedur
d
es (as defin
f ed in Rule 13a-15(e), under the Exchange Act). Based upon that evaluation, the Company’s CEO and CFO
concluded that the disclosure controls and procedur
d
es were effe
f ctive as of the end of the period covered by this report. No
changes were made to the Company’s internal control over fin
f ancial reporting (as defined in Rul
R e 13a-15(f) under the Exchange
Act) during the last fis
f cal quarter that materially affe
f cted, or are reasonably likely to materially affe
f ct, the Company’s internal
control over fin
f ancial reporting.
MANAGEME
E
NT
E
'S REPO
E
RT
O
ON INTE
N
RNAL
E
CONT
O
RO
T
L O
O
VER F
E
IN
F
AN
N
CI
N
AL REPORT
I
ING
T
The management of WAL is responsible for establishing and maintaining adequate internal control over fin
f ancial reporting. The
Company’s internal control over fin
f ancial reporting is a process designed under the supe
u
rvision of the Company’s CEO and
CFO to provide reasonable assurance regarding the reliabi
a lity of financial reporting and the preparation of the Company’s
financial statements for
f
external purposes in accordance with U.S. generally accepted accounting principles.
As of December 31, 2024, management assessed the effe
f ctiveness of the Company’s internal control over fin
f ancial reporting
based on the criteria for
f
effe
f ctive internal control over fin
f ancial reporting established in “In
“
ternal Contro
t
l-Integrat
e
ed
Framework”
r
issued by the COSO in 2013. Based on this assessment, management determined that the Company maintained
effe
f ctive internal control over fin
f ancial reporting as of December 31, 2024, based on those criteria.
RSM US LLP, the independent registered public accounting fir
f m that audited the Consolidated Financial Statements of the
Company included in this Annual Report on Form 10-K, has audited the effe
f ctiveness of the Company’s internal control over
financial reporting as of December 31, 2024. Their report, which expresses an unqualifie
f d opinion on the effectiveness of the
Company’s internal control over fin
f ancial reporting as of December 31, 2024, is included herein.
Table of Contents
154

Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of Western Alliance Bancorporation
Opinion on the Internal Control Over Financial Reporting
We have audited Western Alliance Bancorporation and its subs
u
idiaries’ (the Company) internal control over fin
f ancial reporting
as of December 31, 2024, based on criteria established in Internal Contro
t
l—In
—
tegrat
e
ed Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material
respects, effe
f ctive internal control over fin
f ancial reporting as of December 31, 2024, based on criteria established in Internal
Contro
t
l—In
—
tegrat
e
ed Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
We have also audited, in accordance with the standards of the Publ
u ic Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets as of December 31, 2024 and 2023, and the related consolidated statements of
income, comprehensive income, stockholders’ equity and cash flo
f ws for each of the three years in the period ended December
31, 2024 of the Company and our report dated February 25, 2025, expressed an unqualifie
f d opinion.
Basis for
f
Opinion
The Company’s management is responsible for maintaining effe
f ctive internal control over fin
f ancial reporting and for its
assessment of the effe
f ctiveness of internal control over fin
f ancial reporting in the accompanying Management’s Report on
Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit. We are a public accounting fir
f m registered with the PCAOB and are required to be
independent with respect to the Company in accordance with U.S. federal securities laws and the appl
a
icable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about
a
whether effective internal control over fin
f ancial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over fin
f ancial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk. Our audit also included performing such other procedur
d
es as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over fin
f ancial reporting is a process designed to provide reasonable assurance regarding the
reliabi
a lity of financial reporting and the preparation of fin
f ancial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over fin
f ancial reporting includes those policies and procedur
d
es
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fai
f rly refle
f ct the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of fin
f ancial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the company’s assets that could have a material effect on the fin
f ancial statements.
Because of its inherent limitations, internal control over fin
f ancial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to futur
f
e periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedur
d
es may deteriorate.
/s/ RSM US LLP
Austin, Texas
Februa
r
ry 25, 2025
Table of Contents
155

Item 9B.
Other Information.
Insider Adoption of Termination of Trading Arrangements
During the quarter ended December 31, 2024, none of our directors or officers infor
f
med us of the adoption or termination of
any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defin
f ed in Item 408 of
Regulation S-K.
Departure of Directors or Certain Offi
f cers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers (Item 5.02(c))
As previously reported on the Company’s Current Report on Form 8-K filed on July 30, 2024, J. Kelly Ardrey, Jr., the
Company’s Chief Accounting Offic
f er, notified the Company of his intention to retire fro
f
m the Company, effe
f ctive March 3,
2025. In anticipation of Mr. Ardrey’s retirement, on February 24, 2025, Ben Mucha was appoint
a
ed as Chief Accounting
Offi
f cer, effective as of March 3, 2025. Mr. Mucha (53) has been the Company’s Deputy Chief Accounting Officer since March
2023. Prior to joining the Company, Mr. Mucha was Assistant Controller (March 2020 to March 2023) and Director of External
Reporting and Corporate Accounting (October 2018-March 2020) with U.S. Bank.
There are no arrangements or understandings between Mr. Mucha and any other person pursuant to which he was appoint
a
ed as
Chief Accounting Officer, and there are no transactions between Mr. Mucha and the Company that would require disclosure
under Item 404(a) of Regulation S-K. There are no fam
f
ily relationships between Mr. Mucha and any director or executive
offi
f cer. No material plans, contracts or arrangements have been entered into between the Company and Mr. Mucha in
connection with his appoint
a
ment.
Other Events (Item 8.01)
On February 19, 2025, the Company determined to report infor
f
mation related to a data security incident which it has been
investigating. On January 27, 2025, the Company was made aware that a threat actor obtained unauthorized access to files
f
transfer
f red through a third-party secure file transfer
f
software used by WAB. The Company was made aware of a zero-day
vulnerabi
a lity at the vendor on October 27, 2024 (the “Vendor Incident”), and immediately activated its incident response
process to investigate and deployed all patches as recommended by the software developer. The Company and its information
security consultants found no
f
evidence of any unlawful infiltr
f
ation or exfiltr
f
ation of any Company or customer data until
January 27, 2025, when the Company’s surveillance process identified file
f
s related to the Vendor Incident published by the
threat actor. The files included data flo
f wing through the file
f
transfer
f
software between October 12-24, 2024, prior to
notification of the Vendor Incident. The Company will work with clients who may have been impacted and will make
appropriate notifications to impacted individuals. Although the Company continues to investigate and has not determined the
full impact of this incident, at this time the incident has not had a material impact on the Company’s business or operations. The
Company does not anticipate any material impact on the Company’s fin
f ancial condition or results of operations.
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not appl
a
icable.
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
The infor
f
mation in the Company’s Definitiv
f
e Proxy Statement prepared for
f
the 2025 Annual Meeting of Stockholders to be
held on June 11, 2025, which contains information concerning this item under the captions Corporate Governance, Executive
Offi
f cers, Delinquent Section 16(a) Reports (if appl
a
icable) and Legal Proceedings, is incorporated herein by reference.
The Company has adopted a Code of Business Conduct and Ethics (the “Code”) that applies to its directors, offi
f cers and
employees and is availabl
a e in the Governance Documents section of the Investor Relations page of the Company’s website at
www.westernalliancebancorporation.com or, for pr
f
int copies, by writing to the Company at One E. Washington Street, Suite
1400, Phoenix, Arizona 85004, Attention: Corporate Secretary. The Company intends to provide any required disclosure of any
amendment to or waiver of the Code that applies to its principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions, in the Governance Documents section of the Investor
Relations page of the Company’s website at www.westernalliancebancorporation.com promptly following the amendment or
waiver. The information contained on or connected to the Company’s website is not incorporated by reference in this Annual
Report on Form 10-K and should not be considered part of this or any other report or document that we file
f
or furnish to the
SEC.
Table of Contents
156

The Company has adopted insider trading policies and procedur
d
es governing the purchase, sale, and other dispositions of our
securities by directors, offi
f cers, employees and other covered persons that are reasonably designed to promote compliance with
insider trading laws, rul
r es, and regulations, including applicable NYSE listing standards. A copy of our insider trading policies
and procedur
d
es are fil
f ed with this Annual Report on Form 10-K as Exhibit 19.
Item 11.
Executive Compensation
The infor
f
mation in the Company’s Definitiv
f
e Proxy Statement prepared for
f
the 2025 Annual Meeting of Stockholders to be
held on June 11, 2025, which contains information concerning this item under the captions Compensation of Directors,
Executive Compensation - Compensation Discussion and Analysis, Compensation Tables, CEO Pay Ratio, Potential Payments
Upon Termination or Change in Control, Compensation Committee Interlocks and Insider Participation and Compensation
Committee Report is incorporated herein by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The infor
f
mation in the Company’s Definitiv
f
e Proxy Statement prepared for
f
the 2025 Annual Meeting of Stockholders to be
held on June 11, 2025, which contains information concerning this item under the caption Equity Compensation Plan
Information and Security Ownership of Certain Beneficia
f
l Owners, Directors and Executive Officers, is incorporated herein by
reference.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
The infor
f
mation in the Company’s Definitiv
f
e Proxy Statement prepared for
f
the 2025 Annual Meeting of Stockholders to be
held on June 11, 2025, which contains information concerning this item under the caption Certain Transactions with Related
Parties, Policies and Procedur
d
es Regarding Transactions with Related Persons and Director Independence, is incorporated
herein by reference.
Item 14.
Principal Accountant Fees and Services
The infor
f
mation in the Company’s Definitiv
f
e Proxy Statement prepared for
f
the 2025 Annual Meeting of Stockholders to be
held on June 11, 2025, which contains information concerning this item under the caption Independent Auditors - Fees and
Services and Audit Committee Pre-Approval Policy, is incorporated herein by reference.
PART IV
Item 15.
Exhibits and Financial Statement Schedules
(1) The following financial statements are incorporated by reference fro
f
m Item 8 hereto:
Report of Independent Registered Publ
u ic Accounting Firm
75
Consolidated Balance Sheets as of December 31, 2024 and 2023
78
Consolidated Income Statements for the three years ended December 2024, 2023, and 2022
79
Consolidated Statements of Comprehensive Income for
f
the three years ended December 31, 2024, 2023, and 2022
80
Consolidated Statements of Stockholders’ Equity for the three years ended December 31, 2024, 2023, and 2022
81
Consolidated Statements of Cash Flows for
f
the three years ended December 31, 2024, 2023, and 2022
82
Notes to Consolidated Financial Statements
84
(2) Financial State
S
ment Schedules
Not appl
a
icable.
Table of Contents
157

EXHIBITS
3.1
Amended and Restated Certificate of Incorporation of Western Alliance, effe
f ctive as of May 19, 2015 (incorporated by
reference to Exhibit 3.1 of Western Alliance's Form 10-K fil
f ed with the SEC on March 1, 2019).
3.2
Amended and Restated Bylaws of Western Alliance, effe
f ctive as of June 14, 2022 (incorporated by reference to Exhibit 3.1
of Western Alliance's Form 8-K filed with the SEC on June 16, 2022).
3.3
Articles of Conversion, as filed with the Nevada Secretary o
r
f State on May 29, 2014 (incorporated by reference to Exhibit
3.1 of Western Alliance’s Form 8-K filed with the SEC on June 3, 2014).
3.4
Certificate of Conversion, as filed with the Delaware Secretary o
r
f State on May 29, 2014 (incorporated by reference to
Exhibit 3.2 of Western Alliance’s Form 8-K filed with the SEC on June 3, 2014).
3.5
Certificate of Designation of Non-Cumulative Perpe
r
tual Preferred Stock, Series B, as file
f
d with the Delaware Secretary of
State on May 29, 2014 (incorpo
r
rated by reference to Exhibit 3.4 of Western Alliance’s Form 8-K filed with the SEC on
June 3, 2014).
3.6
Certificate of Amendment designating the 4.250% Fixed-Rate Reset Non-Cumulative Perpe
r
tual Preferred Stock, Series A,
effe
f ctive September 22, 2021 (incorporated by reference to Exhibit 3.1 of Western Alliance's Form 8-K filed with the SEC
on September 22, 2021).
4.1
Description of Securities of the Registrant (incorporated by reference to Exhibit 4.1 of Western Alliance's Form 10-K filed
f
with the SEC on February 25, 2022).
4.2
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of Western Alliance’s Form 8-K filed with the
SEC on June 3, 2014).
4.3
Form of Senior Debt Indenture (incorporated by reference to Exhibit 4.2 of Western Alliance's Form S-3 filed with the SEC
on May 7, 2015).
4.4
Form of Subordina
u
ted Debt Indentur
t
e (incorporated by reference to Exhibit 4.3 of Western Alliance's Form S-3 filed with
the SEC on May 7, 2015).
4.5
Form of 5.00% Fixed to Floating Rate Subordinated Bank Note due
d
July 15, 2025 (incorporated by reference to Exhibit 4.1
of Western Alliance's Form 8-K filed with the SEC on July 2, 2015).
4.6
Form of 5.25% Fixed to Floating Rate Subordinated Bank Note due
d
June 1, 2030 (incorporated by reference to Exhibit 4.1
of Western Alliance's Form 8-K filed with the SEC on May 22, 2020).
4.7
Subordinated Debt Indenture, dated as of June 7, 2021, by and between Western Alliance Bancorporation and U.S. Bank
National Association, as trus
r
tee (incorporated by reference to Exhibit 4.1 of Western Alliance’s Form 8-K filed with the
SEC on June 7, 2021).
4.8
First Supplemental Indenture to the Subordina
u
ted Indenture for
f
the 3.00% Fixed to Floating Rate Subordinated Notes due
2031, dated June 7, 2021, by and between Western Alliance Bancorporation and U.S. Bank National Association, as trus
r
tee
(incorporated by reference to Exhibit 4.2 of Western Alliance’s Form 8-K filed with the SEC on June 7, 2021).
4.9
Form of Global Note for
f
the 3.00% Fixed to Floating Rate Subordinated Notes due 2031 (incorporated by reference to
Exhibit 4.3 of Western Alliance’s Form 8-K filed with the SEC on June 7, 2021).
4.10
Deposit Agreement (including the Form of Depositary Receipt), dated September 22, 2021, by and among Western Alliance
Bancorporation, Computershare Inc. and Computershare Trust Company, N.A., and the holders from time to time of
Depositary Receipts described therein (incorporated by reference to Exhibit 4.1 of Western Alliance's Form 8-K filed with
the SEC on September 22, 2021).
10.1
Western Alliance 2005 Stock Incentive Plan, effective April 7, 2023 (incorporated by reference to Exhibit 10.1 of Western
Alliance's Form 8-K filed with the SEC on June 14, 2023). ±
10.2
Bridge Capi
a tal Holdings 2006 Equity Incentive Plan (incorporated by reference to Exhibit 4.11 of Western Alliance's Form
S-8 file
f
d with the SEC on July 2, 2015). ±
10.3
Form of BankWest Nevada Corporation Incentive Stock Option Plan Agreement (incorporated by reference to Exhibit 10.3
of Western Alliance’s Registration Statement on Form S-1 file
f
d with the SEC on April 28, 2005). ±
10.4
Form of Western Alliance Incentive Stock Option Plan Agreement (incorporated by reference to Exhibit 10.4 of Western
Alliance’s Registration Statement on Form S-1 file
f
d with the SEC on April 28, 2005). ±
10.5
Form of Western Alliance 2002 Stock Option Plan Agreement (incorporated by reference to Exhibit 10.5 of Western
Alliance’s Registration Statement on Form S-1 file
f
d with the SEC on April 28, 2005). ±
10.6
Form of Western Alliance 2002 Stock Option Plan Agreement (with double trigger acceleration clause) (incorpor
r
ated by
reference to Exhibit 10.6 of Western Alliance’s Registration Statement on Form S-1 file
f
d with the SEC on April 28, 2005).
±
10.7
Form of Non-Competition Agreement (incorporated by reference to Exhibit 10.8 of Western Alliance’s Registration
Statement on Form S-1 filed with the SEC on April 28, 2005). ±
10.8
Severance and Change in Control Plan, as amended and restated effe
f ctive as of July 28, 2021 (incorporated by reference to
Exhibit 10.2 of Western Alliance's Form 10-Q fil
f ed with the SEC on July 30, 2022). ±
Table of Contents
158

10.9
Form of Executive Participation Agreement under the Severance and Change in Control Plan (CEO) (incorporated by
reference to Exhibit 10.3 of Western Alliance's Form 10-Q fil
f ed with the SEC on July 30, 2022). ±
10.10
Form of Executive Participation Agreement under the Severance and Change in Control Plan (non-CEO) (incorporated by
reference to Exhibit 10.4 of Western Alliance's Form 10-Q fil
f ed with the SEC on July 30, 2022) ±
10.11
Form of Indemnification Agreement, by and between Western Alliance and each of Western Alliance's directors and
executive offic
f ers (incorporated by reference to Exhibit 10.10 of Western Alliance's Form 10-K/A file
f
d with the SEC on
March 1, 2017). ±
10.12
Letter Agreement, dated as of April 6, 2022, between Western Alliance Bancorporation and Kenneth A. Vecchione
(incorporated by reference to Exhibit 10.1 of Western Alliance’s Current Report on Form 8-K filed with the SEC on April
7, 2022). ±
10.13
Employment Letter Agreement, dated February 7, 2018, by and between Barbara J. Kennedy and Western Alliance
(incorporated by reference to Exhibit 10.1 of Western Alliance's Form 10-Q file
f
d with the SEC on April 30, 2019). ±
10.14
Form of Perfor
f
mance-Based Stock Unit Agreement pursuant to the Company's 2005 Stock Incentive Plan (incorporated by
reference to Exhibit 10.14 of Western Alliance's Form 10-K fil
f ed with the SEC on February 27, 2024). ±
10.15
Form of Executive Restricted Stock Agreement pursuant to the Company’s 2005 Stock Incentive Plan (incorporated by
reference to Exhibit 10.15 of Western Alliance's Form 10-K fil
f ed with the SEC on February 27, 2024). ±
10.16
Form Cash Settled Stock Unit Agreement and Notice of Grant pursuant to the Company’s 2005 Stock Incentive Plan
(incorporated by reference to Exhibit 10.16 of Western Alliance's Form 10-K file
f
d with the SEC on February 27, 2024). ±
10.17
Form of Deferred Stock Unit Agreement pursuant to the Company's 2005 Stock Incentive Plan (incorporated by reference to
Exhibit 10.1 of Western Alliance's Form 10-Q fil
f ed with the SEC on August 1, 2024). ±
19*
Western Alliance Bancorporation Insider Trading Policy
21.1*
List of Subs
u
idiaries of Western Alliance.
23.1*
Consent of RSM US LLP.
24.1*
Power of Attorney (see signature page).
31.1*
CEO and CFO Certification Pursuant Rul
R e 13a-14(a)/15d-14(a).
32**
CEO and CFO Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbane
r
s Oxley
Act of 2002.
97.1
Western Alliance Bancorporation Dodd-Frank Clawback Policy (incorporated by reference to Exhibit 97.1 of Western
Alliance's Form 10-K fil
f ed with the SEC on Februa
r
ry 27, 2024).
101*
The fol
f lowing materials fro
f
m Western Alliance’s Annual Report on Form 10-K Report for
f
the year ended December 31,
2024, formatted in Inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Income Statements, (iii) the
Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the
Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.
104*
The cover page of Western Alliance's Annual Report on Form 10-K for
f
the year ended December 31, 2024, formatted in
Inline XBRL (contained in Exhibit 101).
*
Filed herewith.
** Furnished herewith.
±
Management contract or compensatory a
r
rrangement.
Stockholders may obtain copies of exhibits by writing to: Dale Gibbons, Western Alliance Bancorporation, One East
Washington Street Suite 1400, Phoenix, AZ 85004.
Item 16.
Form 10-K Summary.
Not appl
a
icable.
Table of Contents
159

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto dul
d y authorized.
WESTERN ALLIANCE BANCORPORAT
R
ION
February 25, 2025
By:
/s/ Dale Gibbons
Dale Gibbons
Interim Chief Executive Offi
f cer and
Chief Financial Offi
f cer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dale
Gibbons, his or her true and lawful
f
attorney-in-fact and agent, with full power of subs
u
titution and resubs
u
titution, for him or her
and in his or her name, place and stead, in any and all capa
a
cities, to sign any and all amendments to this Annual Report on Form
10-K, and to file th
f
e same, with all exhibits thereto and other documents in connection therewith the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, ful
f l power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about
a
the premises, as fully and to all intents and purposes as he or she might or
could do in person hereby ratifyi
f ng and confirmin
f
g all that said attorney-in-fact and agent, or his or her substitute or subs
u
titutes,
may lawfully do or cause to be done by virtue he
t
reof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on
behalf of the registrant in their listed capacities on February 2
r
5, 2025.
Table of Contents
160

Name
Title
/s/ Dale Gibbons
Vice Chairman, Interim Chief Executive Offi
f cer and
Chief Financial Offi
f cer
Dale Gibbons
(Principal Executive Officer and Principal Financial Offi
f cer)
/s/ J. Kelly Ardrey Jr.
Chief Accounting Officer
J. Kelly Ardrey Jr.
(Principal Accounting Officer)
/s/ Bruce D. Beach
Board Chairman
Bruc
r
e D. Beach
/s/ Juan R. Figuereo
Director
Juan R. Figuereo
/s/ Howard N. Gould
Director
Howard N. Gould
/s/ Greta Guggenheim
Director
Greta Guggenheim
/s/ Christopher A. Halmy
Director
Christopher A. Halmy
/s/ Mary C
r
hris Jammet
Director
Mary Chris Jammet
/s/ Marianne Boyd Johnson
Director
Marianne Boyd Johnson
/s/ Mary T
r
uuk Kuras
Director
Mary Tuuk Kuras
/s/ Robert P. Latta
Director
Robert P. Latta
/s/ Anthony Meola
Director
Anthony Meola
/s/ Bryan K. Segedi
Director
Brya
r
n K. Segedi
/s/ Donald D. Snyder
Director
Donald D. Snyder
Director
Kenneth A. Vecchione (on leave)
Table of Contents
161

[THIS PAGE INTENTIONALLY LEFT BLANK]

[THIS PAGE INTENTIONALLY LEFT BLANK]



One East Washington Street, Suite 1400 Phoenix, Arizona 85004
(602) 389-3500 | westernalliancebank.com
Western Alliance Bank, Member FDIC, is the wholly owned subsidiary of Western Alliance Bancorporation. Alliance Association Bank, Alliance Bank of Arizona, Bank of Nevada,  
Bridge Bank, First Independent Bank and Torrey Pines Bank operate as divisions of Western Alliance Bank. AmeriHome Mortgage Company, LLC and Digital Settlement  
Technologies, LLC (dba Digital Disbursements) are wholly owned subsidiaries of Western Alliance Bank. Banking products and services, including loans and deposit accounts, are 
provided by Western Alliance Bank, Member FDIC. Western Alliance Bank including its subsidiary, AmeriHome Mortgage Company, LLC are Equal Housing Lenders. Trust, custody  
and administration services are provided by Western Alliance Trust Company, a wholly owned subsidiary of Western Alliance Bancorporation. Products and services offered by  
Western Alliance Trust Company are not FDIC insured, not guaranteed by Western Alliance Bank and may lose value. ©2025 Western Alliance Bancorporation. All Rights Reserved.