Terms

Series

4.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A

Liquidation Preference

$25.00

Coupon Rate

4.25%

Rate Type

Fixed To Floating

Annual Dividend

$1.06

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

September 30, 2026

First Call Price

$25.00

Capital Stack Ranking

Junior To: Any Future Capital Stock Expressly Stated To Be Senior To Series A Preferred Stock (Subject To Two-Thirds Holder Approval), All Debt Obligations; Pari Passu With: Any Future Capital Stock Expressly Stated To Be On Parity With Series A Preferred Stock; Senior To: Common Stock, Any Future Junior Capital Stock

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Depositary Share Fraction

0.0025

Shares Offered

12,000,000

Prospectus Summary

Western Alliance Bancorporation is offering 12,000,000 depositary shares, each representing a 1/400th interest in a share of its 4.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, with a liquidation preference of $25.00 per depositary share. Dividends are fixed at 4.250% per annum through September 30, 2026 (the First Reset Date), then reset every five years to the prevailing five-year Treasury rate plus 345.2 basis points, paid quarterly on March 30, June 30, September 30, and December 30. Critically, dividends are non-cumulative: if the board elects not to declare a dividend in any period, that payment is permanently forfeited with no obligation to make it up in future periods. As a holding company issuance, the Series A preferred stock sits structurally subordinate to all debt at both the holding company and subsidiary (Western Alliance Bank) levels — depositary shareholders have no direct claim on bank assets. Within the equity capital stack, the preferred ranks senior to common stock and any future junior equity, and on parity with any future preferred stock expressly designated as such. It is junior to any senior preferred approved by two-thirds of Series A holders. Investors should note that, as a holding company obligation, payments depend on upstream dividends from the bank subsidiary, which are subject to regulatory restrictions. At the $25.00 liquidation preference, the initial annual dividend of approximately $1.0625 per depositary share represents an effective yield of 4.25%. As a C-corporation bank holding company, dividends are expected to qualify as qualified dividend income (QDI) for individual investors (taxed at 15%/20% preferential rates) and may qualify for the dividends-received deduction (DRD) for eligible corporate holders. Dividend payments commence December 30, 2021. Standard dividend stopper mechanics apply: if dividends on the Series A preferred are not paid, the company is generally prohibited from paying dividends on or repurchasing common stock or other junior securities until preferred dividends are resumed.

Summarized from the SEC prospectus filing.

Distribution History

Floating Rate Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If dividends on the Series A preferred stock are not paid, Western Alliance is generally restricted from paying dividends on or repurchasing common stock or other junior securities.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 69 (Strong)