Certain statements contained in this Annual Report on Form 10-K for the fiscal year ended December 31, 20182021 (this “Form 10-K”) are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Statements that constitute forward-looking statements within the meaning of the Reform Act are generally identified through the inclusion of words such as “aim,” “anticipate,” “believe,” “drive,” “estimate,” “expect,” “expressed confidence,” “forecast,” “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 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, future plans and strategies, anticipated events or trends and similar expressions that are not historical facts. These forward-looking statements reflect the Company's current views about future events and financial performance and involve certain risks, uncertainties, assumptions, and changes in circumstances that may cause the Company's actual results to differ significantly from historical results and those expressed in any forward-looking statement. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to, 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 forward-looking statements included in this Form 10-K or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by federal securities laws. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Form 10-K might not occur, and you should not put undue reliance on any forward-looking statements.

WAL is a bank holding company headquartered in Phoenix, Arizona, incorporated under the laws of the state of Delaware. WAL provides a full spectrum of customized loan, deposit lending,and treasury management international banking, and online banking products and servicescapabilities, including blockchain-based offerings through its wholly-owned banking subsidiary, WAB.

WAB operates the following full-service banking divisions: ABA, BON, Bridge, FIB, and TPB. The Company also servesprovides an array of specialized financial services to business customers through a national platformacross the country, and has added to these capabilities with the acquisition of specialized financialAmeriHome on April 7, 2021, which provides mortgage banking services. In addition, the Company has two non-bank subsidiaries,subsidiaries: LVSP, which holdsheld and managesmanaged certain OREO properties, and CSI, a captive insurance company formed and licensed under the laws of the State of Arizona CSI. CSI wasand established as part of the Company's overall enterprise risk management strategy.

WAL also has eight unconsolidated subsidiaries used as business trusts in connection with issuance of trust-preferred securities as described in "Note 9.12. Qualifying Debt" in Item 8 of this Form 10-K.

At December 31, 2018,2021, WAL has the following bank subsidiary:

Net interest income, provision for credit losses, and non-interest expense amounts are recorded in their respective segments to the extent that the amounts are directly attributable to those segments. Net interest income of a reportable segment includes a funds transfer pricing process that matches assets and liabilities with similar interest rate sensitivity and maturity characteristics. Using this funds transfer pricing methodology, liquidity is transferred between users and providers. Net income amounts for each reportable segment are 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 loans and deposits, and average loan balances, and average deposit balances. Income taxes are applied to each segment based on the effective tax rate for the geographic location of the segment. Any difference in the corporate tax rate and the aggregate effective tax rates in the segments are adjusted in the Corporate & Other segment.

Through WAB and its banking divisions and operating subsidiaries, the Company provides a variety of financial serviceslending products to customers, including CRE loans, construction and land development loans, commercial loans, and consumer loans. The Company’s lending has focused primarily on meeting the needs of business customers.

At December 31, 2018,2021, the Company's HFI loan portfolio totaled $17.71$39.1 billion, or approximately 77%70% of total assets. The following table sets forth the composition of the Company's HFI loan portfolio as of the periods presented: 

For additional information concerning loans, see "Note 3.5. Loans, Leases and Allowance for Credit Losses" of the Consolidated Financial Statements contained herein or "Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition – Loans discussions"Loans" in Item 87 of this Form 10-K.

The Company adheres to a specific set of credit standards within its banking subsidiary that are intended to ensure the properappropriate 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, analysis of collateral, and procedures for continual monitoring and identification of credit deterioration. Loan officers actively monitor their individual credit relationships in order to report suspected risks and potential downgrades as early as possible. The BOD approves 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 identification of troubled credits to allow management to take prompt corrective action, when necessary.

The Company's loan approval procedures are executed through a tiered loan limit authorization process, which is structured as follows:

To measure asset quality, the Company has instituted a loan grading system consisting of nine different categories. The first five are considered satisfactory "pass" ratings. The other four "non-pass" grades range from a “Special mention” category to a “Loss” category and are consistent with the grading systems used by federal banking regulators. All loans are assigned a credit risk grade at the time they are made and each assigned loan officer reviews the credit with his or her immediate supervisorformally reviewed on a quarterly basis as part of the Company's loan grade certification process to determine whether a change in the credit risk grade is warranted. In addition, the grading of the Company's loan portfolio is reviewed on a regular basis by its internal Loan Review Department.

If a borrower fails to make a scheduled payment on a loan, Bank personnel attempt to remedy the deficiency by contacting the borrower and seeking payment. Contacts generally are made within 15 business days after the payment becomes past due. The Bank maintains regional Special Assets Departments, which generally service and collect loans rated Substandard or worse. Each division is responsible for monitoring activity that may indicate an increased risk rating, including, but not limited to, past-dues, overdrafts, and loan agreement covenant defaults. Loans deemed uncollectible are proposed for charge-off.charged-off.

Nonperforming assets include loans past due 90 days or more and still accruing interest, non-accrual loans, TDR loans, and repossessed assets, including OREO. In general, loans are placed on non-accrual status when the Company determines that 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 Substandard or lower to be experiencing financial difficulty. A TDR loan is a loan onfor which the Company, for reasons related to a borrower’s financial difficulties, grants a concession to the borrower that the Company would not otherwise consider. Other repossessed assets result from loans where the Company has received title or physical possession of the borrower’s assets. The Company generally re-appraises OREO and collateral dependent impairednon-residential loans with balances greater than $1.0 million every twelve12 months. The total net realized and unrealized gains and losses of repossessed and other assets was not significant during each of the years ended December 31, 2018, 2017,2021, 2020, and 2016.2019. However, losses may be experienced in future periods.

Federal bank regulators require banks to classify its assets on a regular basis. In addition, in connection with their examinations of the Bank, examiners have authority to identify problem 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 potential problem assets and loan grades of "Substandard," "Doubtful," and "Loss" are utilized to identify actual problem assets.

The following describes the potential and actual problem assets using the Company's internal loan grading system definitions:

The Company must maintain an adequate allowance for credit losses. The allowance for credit losses is established through a provision for credit losses andin each period is reflected as a reduction in earnings. Loans are charged againstearnings for that period and, upon the adoption of CECL on January 1, 2020, includes amounts related to funded loans, unfunded loan commitments, and investment securities. The provision is equal to the amount required to maintain the allowance for credit losses when management believesat a level that collectability ofis adequate to absorb estimated lifetime credit losses inherent in the contractual principal or interest is unlikely.loan and investment securities portfolios as well as off-balance sheet credit exposures. Subsequent recoveries, if any, are credited to the allowance. The allowance is reported at an amount believed adequate to absorb probablefor credit losses on existing loans that may become uncollectable, based on evaluation of the collectability offunded loans and priorinvestment securities are presented as a reduction to the respective asset balance on the Consolidated Balance Sheet. The allowance for credit loss experience, together withlosses on unfunded loan commitments is classified in other factors.liabilities 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 Policies – Allowance for Credit Losses” in Item 7 of this Form 10-K.

The Company has an investment policy, which wasis approved by the BOD.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 flow targets, and consistency with the Company's interest rate risk management. The Bank’s ALCO is responsible for making securities portfolio decisions in accordance with established policies. The CFO and Treasurer have the authority to purchase and sell securities within specified guidelines. All investment transactions for the Bank and for the holding company were reviewed by the ALCO and BOD.

The Company's investment policy limits new securities investmentspurchases to certain eligible investment types and, in the following: securities backed by the full faith and credit of the U.S. government, including U.S. treasury bills, notes, and bonds, direct obligations of Ginnie Mae, USDA and SBA loans; MBS or CMO issued by a GSE, such as Fannie Mae or Freddie Mac; debt securities issued by a GSE, such as Fannie Mae, Freddie Mac, and the FHLB; tax-exempt securities with a rating of “Single-A” or higher; preferred stock where the issuing company is rated “BBB” or higher; corporate debt with a rating of “Single-A” or better; investment grade corporate bond mutual funds; private label collateralized mortgage obligations with a single rating of “AA” or higher; commercial mortgage-backed securities with a rating of “AAA;” low income housing development bonds; and mandatory purchases of equity securities of the FRB and FHLB.

The Company no longer purchases (although it may continue to hold previously acquired) CDOs. 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 reduce the overall exposure to interest rate risk, and not for speculative purposes.

As of December 31, 2018,2021, the Company's investment securities portfolio totals $3.69$7.5 billion, representing approximately 16.0%13% of the Company's total assets, with the majority of the portfolio invested in AAA/AA+ rated securities. The average duration of the Company's investment securities is 5.035.4 years as of December 31, 2018.2021.

The following table summarizes the carrying value of investment securities as of December 31, 20182021 and 2017:2020:

As of December 31, 20182021 and 2017,2020, the Company had investments in BOLI of $170.1$180.2 million and $167.8$176.3 million, respectively. BOLI is used to help offset employee benefit costs. For additional information concerning investments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition – Investments” in Item 7 of this Form 10-K.

The Company offers a variety of deposit products, including checking accounts, savings accounts, money market accounts, and other types of deposit accounts, including fixed-rate, fixed maturity certificates of deposit. The Company has historically focused on growing its lower cost core customer deposits. As of December 31, 2018,2021, the deposit portfolio was comprised of 39%45% non-interest-bearing deposits and 61%55% interest-bearing deposits.

The competition for deposits in the Company's markets is strong. The Company has historically been successful in attracting and retaining deposits due to several factors, including its:

Deposit balances are generally influenced by national and local economic conditions, changes in prevailing interest rates, internal pricing decisions,competitiveness of the Company's offered rates, perceived stability of financial 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 factors when determining deposit rates, including:

The following table shows the Company's deposit composition: 

Although the Company does not pay interest to depositors of non-interest-bearing accounts, earnings credits are awarded to some account holders, which offset charges incurred by account holders for other services. Earnings credits 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 deposit balances eligible for earnings credits, along with the earnings credit 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 purchased, repurchase agreements, and secured and unsecured lines of credit with other financial institutions. Previously, the Company has also accessed the capital markets through trust preferred, subordinated debt, and Senior Note offerings. For additional information 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.

In addition to traditional commercial banking activities, the Company offers other financial services to its customers, including:including internet banking, wire transfers, electronic bill payment and presentment, blockchain-based offerings, lock box services, courier, and cash management services.

Approximately 49%Commercial and 52%industrial loans make up 47% and 53% of the Company's HFI loan portfolio as of December 31, 2021 and 2020, respectively. In addition, 29% and 38% of the Company's loan portfolio at December 31, 20182021 and 2017,2020, respectively, was represented by CRE and construction and land development loans. The Company’s business is concentrated primarily in the Phoenix, Las Vegas, Los Angeles, Phoenix, Reno, San Francisco, San Jose, San Diego and Tucson metropolitan areas. 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 reportable segments have customer relationships that individually account for 10% or more of consolidated or segment revenues. No material portion of the Company’s business is seasonal.

The financial services industry is highly competitive. Many of the Company's competitors are much larger in total assets and capitalization, have greater access to capital markets, and offer a broader range of financial services than the Company can offer, and may have lower cost structures.

This increasingly competitive environment is primarily a result of long-term changes in regulation that made mergers and geographic expansion easier;easier, changes in technology and product delivery systems and web-based tools;tools, and the accelerating pace of consolidation among financial services providers. The Company competes for loans, deposits, and customers with other banks, credit unions, brokerage companies, mortgage companies, insurance companies, finance companies, financial technology firms, and other non-bank financial services providers. This strong competition for deposit and loan products directly affects the interest rates on those products and the terms on which they are offered to customers.

Technological innovation continues to contribute to greater competition in domestic and international financial services markets.

Mergers between financial institutions have placed additional pressure on banks to consolidate their operations, reduce expenses, and increase revenues to remain competitive. The competitive environment is also significantly impacted by federal and state legislation that makes it easier for non-bank financial institutions to compete with the Company.

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 charitable and civic organizations they are passionate about. In total, employees have volunteered more than 20,000 hours since 2019. The Company is also committed to providing financial support for education, affordable housing, and community development lending and investments.

As of December 31, 2018,2021, the Company has 1,787employed 3,139 full-time equivalent employees.employees in its branches and loan production offices across the United States, an increase of 64% from December 31, 2020 due to the AmeriHome acquisition in April 2021 as well as continued organic growth. The Company’s employees are not represented by a union or covered by a collective bargaining agreement. Management believes

The Company recognizes that its success is highly dependent on its ability to attract, retain and develop employees. To foster this development, the Company has created two early talent identification programs, a college internship program and Commercial Banking Development Program, each of which enhance management’s ability to hire outstanding people. Campus recruitment initiatives and partnerships also fuel the Company’s pipeline of talent. Within the internship program, college students and recent graduates are paired with leaders across the Company to create a valuable, immersive experience, with an objective of retaining the most promising interns and eventually bringing this talent into the Bank through the CBDP or other appropriate positions. The CBDP is an 18-month, on-the-job development program to train successful credit analysts that offers progressive assignments, mentoring, opportunities to learn the business and various aspects of leadership, with the objective of growing these individuals into future leaders of the Company. Additionally, the Company has expanded its sales training and mentoring efforts to foster internal development within its commercial lending teams.

As a growing company, recruiting new talent to the organization is key to the Company’s success and part of that objective includes building a diverse workforce that is representative of the communities that the Company serves. In 2021, excluding the impact of AmeriHome for which comprehensive data is not available, 38% of WAB’s open positions were filled by candidates belonging to an ethnic minority group and 67% of promotions were awarded to ethnically diverse or female employees. The Company has made a commitment to growing the share of its employee relationspopulation from diverse communities and has experienced some success in recent years, although the Company believes there is still an opportunity for additional advancement in this area.

The Company also offers a variety of resources to help its employees grow in their current roles and build new skills, including online development programs and workshops, mentoring programs, and internal webinars that feature speakers from across the Company, sharing information about 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 good.able to identify individual development goals and create an action plan to achieve these goals.

The Company and its subsidiaries are extensively regulated and supervised under both federal and state laws. A summary description of the laws and regulations whichthat relate to the Company’s operations are discussed in Item 7 of this Form 10-K.

In addition, copies of the Company’s annual report will be made available, free of charge, upon written request. 

Investing in the Company’sour common stock involves various risks, many of which are specific to the Company’sour business. The discussion below addresses the material risks and uncertainties, of which the Company iswe are currently aware, that could have a material adverse effect on the Company’sour business, results of operations, and financial condition. Other risks that the Company doeswe do not know about now, or that the Company doeswe do not currently believe are significant,material, could negatively impact the Company’sour business or the trading price of the Company’sour securities. 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."

The Company’sOur financial performance is highly dependent upon the business environment in the markets where the Company operateswe 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 confidence, limitations on the availability or increases in the cost of credit and capital, increases in inflation or interest rates, government shutdowns, the imposition of tariffs on trade, natural disasters, the emergence of widespread health emergencies or pandemics, terrorist attacks, acts of war (including the impact of the escalating military conflict between Russia and Ukraine), or a combination of these or other factors. The ongoing COVID-19 pandemic has caused significant disruption in the U.S. economy and financial markets, including in Arizona, where we are headquartered, and California and Nevada, where we have significant operations.

The specific impact on us of unfavorable or uncertain economic or market conditions is difficult to predict, could be long or short term, and may be indirect, such as disruptions in our customers' supply chain 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 the Company conductswe conduct business could have adverse effects, including the following:

In the U.S. financial services industry, the commercial soundness of financial institutions is closely interrelated as a result of credit, trading, clearing or other relationships between the institutions. As a result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity and credit problems, losses or defaults by other institutions. This is sometimes referred to as “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms, and exchanges, with which the Company interactswe interact on a daily basis, and therefore could adversely affect the Company.us.

It is possible that the business environment in the U.S. will continue to be challenging or experience additional volatility in the future. There can be no assurance that thesesuch conditions will improve in the near term or that conditions will not worsen. Such conditions could adversely affect the Company’sour business, results of operations, and financial condition.

We derive a significant amount of our revenue from net interest income and, therefore, our net income depends heavily on our net interest margin. Net interest margin is locatedthe difference between the interest we receive on loans, securities, and other earning assets and the interest we pay on interest-bearing deposits, borrowings, and other liabilities. These rates are highly sensitive to many factors beyond our control, including competition, general economic conditions, and monetary and fiscal policies of various governmental and regulatory authorities, including the FRB. In a rising rate environment, the rate of interest we pay on our interest-bearing deposits, borrowings, and other liabilities 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. Conversely, our earnings also could be adversely affected in areasa declining rate environment if the rates on our loans and other investments fall 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 financial institutions that have more diversified sources of revenue.

Loan volumes are also affected by market interest rates on loans. Lower interest rates are usually associated with higher loan originations. Conversely, decreasing interest rates generally increase loan repayment rates and cause more borrowers to refinance loans, which economic growth is largely dependent oncould result in the real estate market, and a majorityloss of future net servicing revenues with an associated write-down of the Company’srelated MSRs. In contrast, in rising interest rate environments, loan portfolio is securedrepayment 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 available for purchase by or otherwise dependent on real estate. The market for real estate is cyclical and the outlook for this sector is uncertain. A decline in real estate activity would likely cause a decline in asset and deposit growth and negatively impact the Company’s earnings and financial condition.

In addition to the potential effects on net interest margin and nonprofit loans, as well as loansloan volumes, an increase in other 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 groupthe general level of related borrowers. Consequently, an adverse development with respect to one commercial loan or one credit relationshipinterest rates may adversely affect the Company.ability of certain borrowers to pay interest and principal on their obligations and may also reduce the amount of non-interest income we can earn due to potentially lower levels of banking business conducted generally as well lower levels of servicing, gain on sale, and other revenues generated through our residential mortgage business.

Interest rates are expected to rise in 2022. The Federal Reserve’s target range for the federal funds rate has remained at 0 to 0.25 percent since the onset of the pandemic. In addition, based on the nature of lendingJanuary 2022 FOMC meeting, the federal funds target rate was kept at the current range, although the FOMC signaled that it expects to these specialty markets, repayment of loans may be dependent upon borrowers receiving additional equity financing or, in some cases, a successful sale to a third party, public offering, or other form of liquidity event. Although each specialty business has dedicated teams in place with specialized skills, tools, and resources available to monitor and evaluate risk specific toraise the industry, unforeseen adverse events, changes in regulatory policy, or a general declinetarget range for the federal funds rate in the borrower's industry maynear term. With this guidance, many market commentators have a material adverse effect on the Company’s financial conditionpublished revised forecasts and results of operations.

The Company holdsWe hold certain financial instruments measured at fair value. For those financial instruments measured at fair value, the Company iswe are required to recognize the changes in the fair value of such instruments in earnings or AOCI each quarter. Therefore, any increases or decreases in the fair value of these financial instruments have a corresponding impact on reported earnings or AOCI. Fair value can be affected by a variety of factors, many of which are beyond the Company’sour control, including the Company’sour credit position, interest rate volatility, capital markets volatility, and other economic factors. Accordingly, the Company iswe are subject to mark-to-market risk and the application of fair value accounting may cause the Company’sour earnings and AOCI to be more volatile than would be suggested by the Company’sour underlying performance.

Credit losses are inherent in the business of making loans. Management makes various assumptions and judgments about the collectability of our consolidated loan portfolio and maintains an ACL The measurement of expected credit losses takes place at the time the financial asset is first added to the balance sheet (with periodic updates thereafter) and is based on a number of factors, including the size of the portfolio, asset classifications, economic trends, industry experience and trends, industry and geographic concentrations, estimated collateral values, management’s assessment of the credit risk inherent in the portfolio, loan underwriting policies, historical loan loss experience, and reasonable and supportable forecasts. In addition, we individually evaluate all loans identified as problem loans and establish an allowance based upon our estimation of the potential loss associated with those problem loans. Additions to the ACL recorded through our provision for credit losses decrease our net income. Measurement of expected credit losses under CECL has generally resulted in more volatility in the provision for credit losses and the resulting ACL in comparison to the incurred loss model. If management’s assumptions and judgments are incorrect or if economic conditions worsen compared to forecast, our actual credit losses may exceed our ACL.

At December 31, 2021, our ACL on funded loans and loss contingency on unfunded loan commitments and letters of credit totals $252.5 million and $37.6 million, respectively. Deterioration in the Company losesreal estate market or general economic conditions could affect the ability of our loan customers to service their debt, which could result in additional loan loss provisions and increases in our ACL. In addition, we may 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 portfolio, changes in regulatory guidance, 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 successfully identify all deteriorating loans in a significanttimely manner, there may be loans that deteriorate in an accelerated time frame.

Many of the real and personal properties securing our loans are located in California and more generally in the southwestern portion of its core deposits or its costthe United State. Much of funding deposits increases significantly, the Company's liquidity and/or profitability would be adversely impacted.

The lack of empirical data surrounding the credit enhancementsand other financial risks posed by climate change makes it impossible to depositors,predict the specific impact climate change may have on our financial condition and results of operations; however, the physical effects of climate change may also impact us. In addition to the risk of more frequent and/or severe natural disasters, climate change can result in longer term shifts in climate patterns such as FHLB lettersextreme heat, sea level rise, declining fresh water resources, and more frequent and prolonged drought. The effects of creditclimate change and may have a significant effect in our geographic markets, and could disrupt our operations, the operations of our customers or third parties on which we rely, or supply chains generally. These disruptions, including increased regulation and compliance cost for certain deposits of public monies, pledges of collateralour customers and changes in consumer behaviors, could result in declines in the form of readily marketable securities. Any eventeconomic conditions in geographic markets or circumstance that interferes with or limits the Company'sindustries in which our customers operate and impact their ability to offer these productsrepay loans or maintain deposits and could affect the value of real estate and other assets that serve as collateral for loans.

Bank regulators have increasingly viewed financial institutions as playing an important role in helping to customers that require greater security for their deposits,address climate change, which may result in increased requirements regarding the disclosure and management of climate risks and related lending activities. We may also become subject to new or heightened regulatory requirements related to climate change, such as requirements relating to operational resiliency or stress testing for various climate stress scenarios. New or increased regulations 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 effects and the resulting, unknown impact could have a significant regulatory enforcement action or a significant decline in capital levels at the Company's bank subsidiary, couldmaterial adverse effect on our financial condition and results of operations.

A significant portion of its low-cost deposits,our business is located in areas in which economic growth is largely dependent on the Companyreal estate market, and a majority of our loan portfolio 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 resulted in deterioration in the value of collateral or rental or occupancy rates could adversely affect borrowers’ ability to repay loans. Changes in the real estate market could also affect the value of foreclosed assets. A decline in real estate activity would likely cause a decline in asset and deposit growth and negatively impact our earnings and financial condition.

Our loan portfolio 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 finance, municipal and nonprofit loans, 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 of related borrowers. Consequently, an adverse development with respect to one commercial loan or one credit relationship may adversely affect us. In addition, based on the nature of lending to these specialty markets, repayment of loans may be requireddependent upon borrowers receiving additional equity financing or, in some cases, a successful sale to borrow froma third party, public offering, or other sources at higher ratesform of liquidity event.

Our commercial and industrial, CRE, and construction loans, are also largely concentrated in selected markets in Arizona, California, 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 Company's liquiditydemand for our products and profitability would beservices or a decrease in the value of real estate and other collateral for loans. Like the rest of

the United States, economic conditions in these states have been adversely impacted.

We have entered into two transactions to mitigate exposure to losses on our loan portfolio. These lenders could reduce the Company’s borrowing capacity or eliminate certain types of collateral and could otherwise modify or even terminate their loan programs. Any change or termination could have an adverse effect on the Company’s liquidity and profitability.

Approximately 53% of our loan portfolio at December 31, 2021 was secured by real estate. In the course of our business, we may foreclose on and exposuretake title to real estate, and could be subject to environmental liabilities with respect to these matters remains heightened because of, among other things, the evolving nature ofproperties. We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation, and clean-up costs incurred by these threats, the outsourcing of many of the Company’s business operations, and the continued uncertain global economic environment. As cyber threats continue to evolve, the Companyparties in connection with environmental contamination, or may be required to expend significant additional resources to continue to modifyinvestigate or enhance its protective measuresclean up hazardous or to investigate and remediate any information security vulnerabilities.

In particular, we have experienced intense price and terms competition in some of the Company’slending 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, larger competitors can achieve economies of scale and scope with similar technological systems. However, the Company cannot assure that these policies will afford coverage for all possible losses or would be sufficient to cover all financial losses, damages, penalties, including lost revenues, should the Company experience any one or moremay offer a broader range of its or a third party’s systems failing or experiencing an attack.

The financial services industry generally. There can be no assurancealso is facing increasing competitive pressure from the introduction of disruptive new technologies such as blockchain and digital payments, often by non-traditional competitors and financial technology companies. Among other things, technology and other changes are allowing customers to complete financial transactions that historically have involved banks at one or both ends of the Company's perceived creditworthiness will remaintransaction. The elimination of banks as intermediaries for certain transactions, as well as further disruption of traditional bank businesses and products by non-banks, could result in the same. Changes couldloss of fee income and deposits and otherwise adversely affect the costour business and other terms upon which the Company is able to obtain funding and its access to the capital markets, and could increase the Company’s costresults.

The CompanyWe continually evaluatesevaluate expansion through acquisitions of banks and other financial assets and businesses. Like previous acquisitions by us such as the Company,acquisition of AmeriHome in 2021 and Digital Settlement Technologies LLC in early 2022, any future acquisitions will be accompanied by risks commonly encountered in such transactions, including, among other things:

The Company expectsWe expect that competition for suitable acquisition candidates may be significant. The CompanyWe 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. The CompanyWe cannot assure that itwe will be able to successfully identify and acquire suitable acquisition targets on acceptable terms and conditions, or that itwe will be able to obtain the regulatory approvals needed to complete any such transactions.

The CompanyWe cannot provide any assurance that itwe will be successful in overcoming these risks or any other problems encountered in connection with acquisitions. Potential regulatory enforcement actions could also adversely affect the Company'sour ability to engage in certain acquisition activities. The Company’sOur inability to overcome the risks inherent in the successful completion and integration of acquisitions could have an adverse effect on the achievement of the Company'sour business strategy.

From time to time, the Companywe may implement new lines of business, offer new products and services within existing lines of business, or offer existing products or services to new industries, geographies, or market segments. There are substantial 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, the Companywe may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove attainable. External factors, such as compliance with laws and regulations, competitive alternatives, and shifting market preferences or government policies, may also impact the successful implementation of a new line of business, product or service or the offering of existing products and services to an emerging industry. Furthermore, any new line of business and/or new product or service could have a significant impact on the effectiveness of the Company’sour system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on the Company’sour business, results of operations, and financial condition.

We are pursuing digital payments initiatives, including our recently announced acquisition of Digital Settlement Technologies LLC, a highly competitivedigital payments platform for the class action legal industry, and rapidly evolving market.

In addition, somemarket acceptance of the financialdigital payments products and services organizations with which the Company competes are notis subject to the same degree of regulation as is imposed on bank holding companiessignificant uncertainty. As such, there can be no assurance that digital payments products and federally insured depository institutions. As a result, these non-bank competitors have certain advantages over the Company in accessing funding and in providing various services.

The Company’sOur business plan includes and is dependent upon hiring and retaining highly qualified and motivated executives and employees at every level. In particular, the Company’sour relative success to date has been partly the result of itsour management’s ability to identify and retain highly qualified employees in divisional, business line and geographic leadership and administrative support roles, as well as thoseand experienced bankers with expertise in certain specialty areas or that have long-standing relationships in their communities or markets.markets, including with respect to our business-to-business mortgage platform. These professionals bring with them valuable knowledge, specialized skills and expertise, and customer relationships and in some cases extensive ties within markets upon which our competitive strategy is based, and have been an integral part of the Company’sour ability to attract deposits and to expand itsour market share.

Further, as it relates to the pandemic, we have taken and are continuing to take actions to protect the safety and well-being of our employees and customers; however, no assurance can be given that the steps being taken will be adequate or appropriate. The Companycontinued or renewed spread of COVID-19 or a similar pandemic could negatively impact the availability of key personnel necessary to conduct our business. Most of our workforce has returned to working in our office buildings, and it is possible that one or more members of senior management or other key employees contracts the virus and is unable to perform their essential duties.

The Company believesWe believe that itsour senior management team including, but not limited to, Robert Sarver, its Chairman and former CEO, havehas contributed greatly to itsour performance. Mr. Sarver recently transitioned to a new role as Executive Chairman, and Kenneth Vecchione became the CEO on April 1, 2018. In addition, the Companywe from time to time experiencesexperience retirements and other changes to itsour senior management team, including the recent appointment of James Haught as President of the Company effective April 1, 2018. The Company'steam. Our future performance depends on a smooth transition of itsour senior management, including finding and training highly qualified replacements who are properly equipped to lead the Company. The Company hasus. We have adopted retention strategies, including equity awards, from which itsour senior management team benefits in order to achieve its goals, and entered into employment agreements with each of Messrs. Vecchione and Haught.our goals. However, the Companywe cannot assure itsour succession planning and retention strategies will be effective. Theeffective and the loss of senior management particularly during this transition period, could have an adverse effect on the Company’sour business.

Our success depends on our ability to maintain sufficient liquidity to fund our current obligations and support loan growth and, specifically, to attract and retain a stable base of relatively low-cost deposits. The Company'scompetition for these deposits in our markets is strong and customers may demand higher interest rates on their deposits or seek other investments offering higher rates of return. We offer reciprocal deposit products, through third party networks to customers seeking federal insurance for deposit amounts that exceed 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

The Company'sOur risk management framework seeks to mitigate risk and appropriately balance risk and return. The Company hasWe have established policies and procedures intended to identify, monitor, and manage the types of risk to which it iswe 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 the Company'sour key risk management policies and oversees operation of the Company'sour risk management framework. Although the Company haswe have devoted significant resources to developing itsour risk management policies and procedures and expectsexpect to continue to do so in the future, these policies and procedures, as well as the Company'sour risk management techniques, may not be fully effective. In addition, as regulations and the markets in which the Company operateswe operate continue to evolve, the Company'sour risk management framework may not always keep sufficient pace with those changes. If the Company'sour risk management framework does not effectively identify or mitigate itsour risks, the Companywe could suffer unexpected losses or other material adverse impact.impacts. Management of the Company'sour risks in some cases depends upon the use of analytical and/or forecasting models. If the models the Company useswe use to mitigate these risks are inadequate, or are subject to ineffective governance, the Companywe may incur increased losses. In addition, there may be risks that exist, or that develop in the future, that the Company haswe have not appropriately anticipated, identified, or mitigated.

The Company'sOur management regularly reviews and updates itsour internal controls over financial reporting, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls and procedures, 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 failure or circumvention of the Company'sour controls and procedures, or failure to comply with regulations related to controls and procedures, could result in materially inaccurate reported financial statements and/or have a material adverse effect on the Company'sour business, results of operations, and financial condition. Similarly, the Company'sour management makes certain estimates and judgments in preparing the Company'sour financial statements. The quality and accuracy of those estimates and judgments will impact the Company'sour operating results and financial condition.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology can increase efficiency and enable financial institutions to better serve customers and to reduce costs. However, someWe expect that new technologies neededwill continue to compete effectively resultemerge and may be superior to, or render obsolete, the technologies currently used in incremental operating costs. The Company’sour products and services. Our future success depends, in part, upon itsour ability to address the needs of itsour 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 the Company’sour competitors, because of their larger size and available capital, have substantially greater resources to invest in technological improvements. The CompanyDeveloping 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. 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 effectively implementmarket new technology-driven products and services or be successful in marketing these products and services to itsour customers. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on the Company’sour business and, in turn, itsour financial condition and results of operations.

The Company isWe are subject to extensive regulation, supervision, and legislation that govern almost all aspects of itsour 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 the Companywe 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 the CompanyWAL or that the Companywe can pay to itsour stockholders, restrict the ability of affiliates to guarantee the Company’sour debt, impose certain specific accounting requirements on the Companyus that may be more restrictive and may result in greater or earlier charges to earnings or reductions in the Company’sour capital than does GAAP, among other things. Our acquisition of AmeriHome also significantly increased our operations in the mortgage industry, where the scope of applicable regulations has grown in complexity in recent years and may continue to do so under the Biden administration as the government continues to prioritize consumer protection measures. AmeriHome’s operations are subject to federal, 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 often impose significant additional compliance costs. To the extent the Company continueswe continue to grow larger and become more complex, regulatory oversight and risk and the cost of compliance will likely increase, which may adversely affect the Company.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 more detailed summary of the regulations and supervision to which the Companywe are subject.

Changes to the legal and regulatory framework governing the Company’sour operations, including the passage and continued implementation of the Dodd-Frank Act and EGRRCPA, have drastically revised the laws and regulations under which the Company operates.we operate. In general, bank regulators have increased their focus on risk management and regulatory compliance, and the Company

The Company isWe are also subject to changes in federal and state law, as well as regulations and governmental policies, income tax laws, and accounting principles. Regulations affecting banks and other financial institutions are undergoing continuous review and frequently change, and the ultimate effect of such changes cannot be predicted. Regulations and laws may be modified at any time, and new legislation may be enacted that will affect the Company,us, WAB, and the Company’sour other subsidiaries. Any changes in federal and state law, as well as regulations and governmental policies, income tax laws, and accounting principles, could affect the Companyus in substantial and unpredictable ways, including ways that may adversely affect the Company’sour business, financial condition, or results of operations. Failure to appropriately comply with any such laws, regulations or principles or an alleged failure to comply, even if the Companywe acted in good faith or the alleged failure reflects a difference in interpretation, could result in sanctions by regulatory agencies, civil money penalties or damage to the Company’sour reputation, all of which could adversely affect the Company’sour business, financial condition, or results of operations.

State and federal banking agencies, including the FRB, FDIC, and CFPB, periodically conduct examinations of the Company’sour business, including for compliance with laws and regulations. If, as a result of an examination, ana federal agency were to determine that theour financial condition, capital resources, asset quality, earnings prospects, management, liquidity, or other aspects of any of the Company’sour operations had become unsatisfactory, or that the Companywe or itsour management was in violation of any law or regulation, federal banking agenciesthe agency may take a number of different remedial or enforcement actions it deems appropriate to remedy such a deficiency. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative actions to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in the Company’sour capital, to restrict the Company’sour growth, and to assess civil monetary penalties against the Companyus and/or officers or directors, and to remove officers 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 supervisory authority has many of the same enforcement powers with respect to itsour state-chartered banks. Finally, thebank. The CFPB also has the authority to examine the Companyus and has authority to take enforcement actions, including the issuance of cease-and-desist orders or civil monetary penalties against the Companyus if it finds that the Company offerswe offer consumer financial products and services in violation of federal consumer financial protection laws or in an unfair, deceptive, or abusive manner. Finally, our AmeriHome subsidiary needs to maintain certain state licenses and federal and

If the Companywe were unable to comply with regulatory directives in the future, or if the Companywe were unable to comply with the terms of any future supervisory requirements to which the Companywe may become subject, then itwe could become subject to a variety of supervisory actions and orders, including cease and desist orders, prompt corrective actions, MOUs, and/or other regulatory enforcement actions. If the Company’sour regulators were to take such supervisory actions, then the Companywe could, among other things, become subject to restrictions on itsour ability to enter into acquisitions and develop any new business, as well as restrictions on itsour existing business. The CompanyWe also could be required to raise additional capital, dispose of certain assets and liabilities within a prescribed period of time, or both. Failure to implement the measures in the time frames provided, or at all, could result in additional orders or penalties from federal and state regulators, which could result in one or more of the remedial actions described above. In the event the Company waswe were ultimately unable to comply with the terms of a regulatory enforcement action, itwe could fail and be placed into receivership by the FDIC or the chartering agency. The terms of any such supervisory action and the consequences associated with any failure to comply therewith could have a material negative effect on the Company’sour business, operating flexibility, and financial condition.

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 California Consumer Protection Act. These rules require that financial institutions develop, implement, and maintain a written, comprehensive information security program containing safeguards that are appropriate to the financial institution’s size and complexity, the nature and scope of the financial institution’s activities, and the sensitivity of any customer information at issue. The United States has experienced a heightened legislative and regulatory focus 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 subject, including by reason of inadvertent disclosure of confidential information, could result in fines, sanctions, penalties, reputational harm, loss of consumer confidence, and other adverse consequences, any of which could have a material adverse effect on our results of operations and business.

In addition, our determination of our tax liability is subject to review by applicable tax authorities. In the normal course of business, we are routinely subject to examinations and challenges from federal and applicable state and local taxing authorities regarding the amount of taxes due in connection with investments we have made and the businesses in which we have engaged. Recently, federal and 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 adjustments 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 business.effective tax rate, tax payments or financial condition.

Approximately 56%Robert Sarver, our former Chief Executive Officer and current Executive Chairman of the Company’s loan portfolio at December 31, 2018 was secured by real estate. InBoard of Directors, is the coursemanaging co-owner of the Company’s business,Phoenix Suns National Basketball Association (NBA) franchise. On November 4, 2021, ESPN published a report describing alleged misconduct and inappropriate behavior by Mr. Sarver relating to his role with the CompanyPhoenix Suns. After publication of the report, the NBA announced that it would be conducting a formal investigation into these allegations, which may foreclose on and take title to real estate, and could be subject to environmental liabilities with respect to these properties. The Company may be held liable to a governmental entity or to third partiesproceed for property damage, personal injury, investigation, and clean-up costs incurred by these parties in connection with environmental contamination, or may be required to investigate or clean up hazardous or toxic substances, or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial.an undetermined period of time. In addition, ifas previously announced, the Companyindependent directors of our Board have hired an outside law firm, Munger, Tolles & Olson LLP, to conduct an independent investigation to assist them in evaluating Mr. Sarver’s role with us. This investigation is ongoing and being directed and overseen by the ownerindependent

directors. Mr. Sarver has not had an active role in the management of our business since stepping down as CEO in 2018 and the allegations in the ESPN report do not relate to his current or former ownerprevious position with us. However, the results of a contaminated site, the Company may be subjectinvestigations are unknown at this time and the potential impact on us related to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. These costs and claims could be substantial and adversely affect the Company’s business and prospects.any negative publicity concerning Mr. Sarver is uncertain.

The price of the Company’sour common stock on the New York Stock Exchange constantly changes. The Company expects thatongoing COVID-19 pandemic has resulted in severe volatility in the marketfinancial markets. Depending on the extent and duration of the COVID-19 pandemic, the price of itsour common stock willmay continue to fluctuate and thereexperience volatility or decline. There can be no assurances about the market price for itsour common stock.

The Company’sOur stock price may fluctuate as a result of a variety of factors many of which are beyond the Company’sour control. These factors include:

The Company isWe 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. The CompanyWe also grantsgrant a significant number of shares of common stock to employees and directors under the Company’sour Incentive Plan each year. The issuance of any additional shares of the Company’sour common stock 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 the Company’sour common stock. Holders of the Company’sour common stock 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 the Company’sour decision to issue securities in anythe future offering will depend on market conditions, itsour acquisition activity, and other factors, the Companywe cannot predict or estimate the amount, timing, or nature of itsour future offerings. Thus, the Company’sour stockholders bear the risk of the Company’sour future offerings reducing the market price of the Company’sour common stock and diluting their stock holdings in us.

The CompanyWe may from time to time issue debt securities, borrow money through other means, or issue preferred stock. From time to time the Company borrowsWe may also borrow money from the FRB, the FHLB, other financial institutions, and other lenders. At December 31, 2018, the Company2021, we had outstanding $175,000,000 of 6.25% subordinated debentures with a maturity date of July 1, 2056,debt, senior unsecured debt, and WAB hadshort-term borrowings. In addition, AmeriHome has outstanding $150,000,000 aggregate principal amount of 5.00% Fixed-to-Floating Rate Subordinated Notes due July 15, 2025.senior notes that were issued prior to the acquisition. We also have outstanding Series A preferred stock, which is senior to our common stock. All of these securities or borrowings have priority over theour common stock in a liquidation, which could affect the market price of the Company’sour stock.

Provisions of Delaware law and provisions of the Company’sour Certificate of Incorporation, as amended, and itsour Amended and Restated Bylaws could make it more difficult for a third party to acquire control of the Companyus or have the effect of discouraging a third party from attempting to acquire control of the Company.us. Additionally, the Company’sour Certificate of Incorporation, as amended, authorizes the Company’sour 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 difficult for a third party to acquire the Companyus even if an acquisition might be in the best interest of the Company’sour stockholders.

None.

The Company and WAB are headquartered at One E. Washington Street in Phoenix, Arizona. WAB operates 3836 domestic branch locations, which includes 6include six executive and administrative offices, of which 20 of these locations are owned and 1816 are leased.  The Company also has 11several loan production offices.and other offices across the United States. In addition, WAB owns and occupies a 36,000 square foot operations facility in Las Vegas, Nevada.  See "Item 1. Business” for location cities. For information regarding rental payments, see "Note 4.7. Premises and Equipment" of the Consolidated Financial Statements included in this Form 10-K.

There are no material pending legal proceedings to which the Company is a party or to which any of its properties are subject. There are no material proceedings known to the Company to be contemplated by any governmental authority. See "Note 18. Commitments and Contingencies" of the “Supervision and Regulation” section of "Item 7. Management's Discussion and Analysis ofConsolidated Financial Condition and Results of Operations" ofStatements included in this Form 10-K for additional information. From time to time, the Company is involved in a variety of litigation matters in the ordinary course of its business and anticipates that it will become involved in new litigation matters in the future.

Not applicable.

The Company’s common stock began trading on the New York Stock Exchange under the symbol “WAL” on June 30, 2005. The Company has filed, without qualifications, its 20182021 Domestic Company Section 303A CEO Certification regarding its compliance with the NYSE’s corporate governance listing standards.

At December 31, 2018,2021, there were approximately 1,5421,694 stockholders of record.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.

WAL has neverDuring the fourth quarter of 2021, the Company's Board of Directors approved a cash dividend of $0.35 per common share. The dividend payment to shareholders totaled $36.5 million and was paid on December 3, 2021. In addition, the Company paid a cash dividend of $0.29 per depository share to preferred shareholders on its common stock and currently has no plans to pay dividends in the future.December 29, 2021, totaling $3.5 million.

The following table provides information about the Company's purchases of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act for the periods indicated. These share repurchases consistindicated: