What the changes say
- At $92.8 billion in assets, WAL is preparing for higher Category IV requirements after exceeding $100 billion.
- AI use by WAL and its vendors introduces data, fairness, accuracy, privacy, and rapidly changing regulatory risks.
- Third-party failures, cyberattacks, or financial stress could disrupt data processing, online banking, payments, and network access.
- Loan concentration exposure now includes gaming, while digital-payments disclosures address the GENIUS Act and stablecoin regulations.
What changed since the prior 10-K
New
- NewOperational and Technological Risks
We rely on third parties to support critical business operations
Critical vendors support data, payments, online banking, connectivity, and networks; outages, cyberattacks, capacity constraints, or vendor failure could disrupt operations.
- NewOperational and Technological Risks
The development and use of AI presents risks and challenges that may adversely impact our business
AI used by WAL, vendors, customers, or counterparties could create inaccurate results, privacy, fairness, safety, and regulatory-compliance problems.
- NewLegal and Compliance Risks
Regulatory compliance requirements and expense likely will increase when we reach $100 billion in assets
Exceeding $100 billion in assets would trigger Category IV capital, liquidity, stress-testing, supervision, and resolution-planning requirements; WAL had $92.8 billion at year-end.
Dropped
- DroppedOperational and Technological Risks
We rely on third parties to provide key components of our business infrastructure
- DroppedOperational and Technological Risks
Although we devote substantial resources to maintaining effective policies and internal controls to identify and prevent such incidents, given the persistence and increasing sophistication of possible perpetrators, we may experience financial losses or reputational harm as a result of fraud
- DroppedLegal and Compliance Risks
The financial services industry and broader economy may be subject to new or changing legislation, regulation and government policy
Reworded
- 89% rewrittenOperational and Technological Risks
Our business may be adversely affected by fraud
Fraud exposure now expressly includes contractors, vendors, business counterparties, loan origination, and fraudulent customer data used for transactions or lending.
- 48% rewrittenCredit Risks
Our loan portfolio contains concentrations in certain business lines or product types that have unique risk characteristics and may expose us to increased lending risks
Loan concentrations now identify gaming alongside technology and innovation, and replace mortgage warehouse with mortgage finance.
- 41% rewrittenMarket and Economic Risks
Evolving scrutiny and expectations from customers, regulators, investors, and other stakeholders with respect to ESG practices may impose additional costs on the Company or expose it to new or additional risks
The discussion adds growing nationwide opposition to certain ESG and corporate DEI matters, described as “anti-ESG” efforts.
- 30% rewrittenSecurities-Related Risks
There can be no assurance that we will continue to declare cash dividends or repurchase stock as we have in the past
The risk now states that a September 2025 repurchase authorization remains available for up to $231.9 million as of year-end.
- 30% rewrittenMarket and Economic Risks
Most of our assets and liabilities reprice with changes in interest rates, which subjects 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 liabilities, and our ability to effectively manage interest rate risk
No substantive change; the risk still centers on interest-rate sensitivity of net interest margin and related revenues and valuations.
- 26% rewrittenSecurities-Related Risks
Offerings of debt, which would be senior to our common stock upon liquidation, and/or preferred equity securities that may be senior to our common stock for purposes of dividend distributions or upon liquidation, may adversely affect the market price of our common stock
The disclosure adds BW preferred stock, pari passu with Series A, conditionally exchangeable into WAB preferred stock after specified regulatory events.
- 24% rewrittenMarket and Economic Risks
Climate change, societal responses and legislative and regulatory initiatives with respect to climate change could materially affect our business and performance, including indirectly through impacts on our customers and vendors
Only wording changed, including “rising sea levels” and “freshwater resources”; the physical climate risks remain substantially the same.
- 24% rewrittenStrategic Risks
We are continuing to pursue digital payments initiatives which are subject to significant uncertainty and could adversely affect our business, reputation, or financial results
The risk now identifies the July 2025 GENIUS Act’s stablecoin framework and pending implementing regulations as an additional uncertainty.
All 39 risk factors
Headings as the filing states them, in filing order.
Market and Economic Risks
- 01Our financial performance may be adversely affected by conditions in the financial markets, adverse developments or concerns affecting the financial services industry generally or financial institutions that are similar to us or may be viewed as being similar to us, and economic conditions generally
- 02Most of our assets and liabilities reprice with changes in interest rates, which subjects 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 liabilities, and our ability to effectively manage interest rate risk30% rewritten
- 03The discontinuation of, or substantial change to, an interest rate benchmark we use in lending, borrowing or hedging may adversely affect our business
- 04Our financial instruments expose us to certain market risks and may increase the volatility of earnings and AOCI
- 05Due to the inherent risk associated with accounting estimates, our ACL may be insufficient, which could require us to raise additional capital or otherwise adversely affect our financial condition and results of operations
- 06A protracted shutdown of the United States government may result in reduced loan originations and other adverse effects that could negatively affect our financial condition and results of operations
- 07The markets in which we operate are subject to the risk of both natural and man-made disasters
- 08Climate change, societal responses and legislative and regulatory initiatives with respect to climate change could materially affect our business and performance, including indirectly through impacts on our customers and vendors24% rewritten
- 09Evolving scrutiny and expectations from customers, regulators, investors, and other stakeholders with respect to ESG practices may impose additional costs on the Company or expose it to new or additional risks41% rewritten
Credit Risks
- 10We are highly dependent on real estate and events negatively impacting the real estate market will hurt our business and earnings
- 11Our loan portfolio contains concentrations in certain business lines or product types that have unique risk characteristics and may expose us to increased lending risks48% rewritten
- 12Our credit linked notes do not ensure full protection against credit losses, and as such we could still incur significant credit losses on loans for which risk of loss has been transferred pursuant to these transactions
Strategic Risks
- 13Our future success depends on our ability to compete effectively in a highly competitive and rapidly evolving market
- 14Our expansion strategy may not prove to be successful and our market value and profitability may suffer
- 15There are substantial risks and uncertainties associated with the introduction or expansion of lines of business or new products and services within existing lines of business
- 16We are continuing to pursue digital payments initiatives which are subject to significant uncertainty and could adversely affect our business, reputation, or financial results24% rewritten
- 17Our success is dependent upon our ability to recruit and retain qualified employees, including members of our leadership and management teams
- 18We could be harmed if our succession planning is inadequate to mitigate the loss of key members of our senior management team
Capital and Liquidity Risks
- 19We are subject to capital adequacy standards and liquidity rules, and a failure to meet these standards could adversely affect our financial condition
- 20If we lose a significant portion of our core deposits, whether through a significant deposit relationship or concentrations in an industry, or our cost of funding deposits increases significantly, our liquidity and/or profitability would be adversely impacted
- 21We may be required to repurchase mortgage loans or indemnify investors under certain circumstances
- 22We utilize borrowings from the FHLB and the FRB, and there can be no assurance these programs will be available as needed
- 23A change in our creditworthiness could increase our cost of funding or adversely affect our liquidity
Operational and Technological Risks
- 24We rely on third parties to support critical business operationsNew
- 25Our business may be adversely affected by fraud89% rewritten
- 26Our risk management practices may prove to be inadequate or ineffective, which could result in unexpected losses or other material adverse impacts
- 27Our internal controls and procedures may fail or be circumvented and the accuracy of judgments and estimates about financial and accounting matters may impact operating results and financial condition
- 28If we are unable to understand and adapt to technological change and implement new technology-driven products and services, our business could be adversely affected
- 29The development and use of AI presents risks and challenges that may adversely impact our businessNew
Legal and Compliance Risks
- 30We operate in a highly regulated environment and the laws and regulations that govern our operations, corporate governance, executive compensation, and accounting principles, or changes in them, or our failure to comply with them, may adversely affect us
- 31State and federal banking agencies periodically conduct examinations of our business, including compliance with laws and regulations, and our failure to comply with any supervisory actions to which we are or become subject as a result of such examinations may adversely affect us
- 32Regulatory compliance requirements and expense likely will increase when we reach $100 billion in assetsNew
- 33Regulations addressing consumer privacy and data use and security could increase our costs and impact our reputation
- 34We could be subject to adverse changes or interpretations of tax laws, tax audits, or challenges to our tax positions
Securities-Related Risks
- 35The price of our common stock may fluctuate significantly in the future, which could result in losses to our investors and litigation against us
- 36There may be future sales or other dilution of our equity, which may adversely affect the market price of our common stock or depositary shares representing preferred stock
- 37There can be no assurance that we will continue to declare cash dividends or repurchase stock as we have in the past30% rewritten
- 38Offerings of debt, which would be senior to our common stock upon liquidation, and/or preferred equity securities that may be senior to our common stock for purposes of dividend distributions or upon liquidation, may adversely affect the market price of our common stock26% rewritten
- 39Anti-takeover provisions could negatively impact our stockholders
Other Western Alliance Bancorporation 10-Ks
- FY2024 10-K risk factors40 risks
Loan losses, real-estate exposure, and interest-rate movements are central threats to earnings and capital.
Filed Feb 25, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.