Certain statements contained in this Annual Report on Form 10-K for the fiscal year ended December 31, 20202022 (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 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, future plans and strategies, anticipated events (including statements regarding the anticipated acquisition of AmeriHome and any effects related thereto) or trends and similar expressions concerning matters 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,capabilities, including 24/7 funds transfer and online banking products and servicesother digital payment 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 provides an array of specialized financial services to business customers across the country.country, including mortgage banking services through AmeriHome, and has added to its capabilities with the acquisition of DST on January 25, 2022, which provides digital payment services for the class action legal industry. In addition, the Company has twothe following non-bank subsidiaries: LVSP, which held and managed certain OREO properties, and CSI, a captive insurance company formed and licensed under the laws of the State of Arizona and established as part of the Company's overall enterprise risk management strategy.strategy, and WATC, which will provide corporate trust services and levered loan administration solutions.

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, 2020,2022, WAL has the following bank subsidiary:

The Company has made changes to its reportable segments, which have been reflected in the Company's operating segment results as of and for the year ended December 31, 2020. The Company's reportable segments are aggregated with a focus on products and services offered and consist of three reportable segments:

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 and 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.

The Company’s lending has focused primarily on meeting the needs of business customers. 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.loan types discussed below.

Substantially all of the Company's remaining CRE loans are secured by first liens with an initial loan-to-value ratio of generally not more than 75%. As of December 31, 20202022 and 2019, 28%2021, 16% and 31%23% of the Company's CRE loans were owner occupied. Owner occupied CRE loans are loans secured by owner occupied non-farm nonresidential properties for which the primary source of repayment (more than 50%) is the cash flow from the ongoing operations and activities conducted by the borrower who owns the property. Non-owner occupied CRE loans are CRE loans for which the primary source of repayment is rental income generated from the collateral property.

For additional information concerning loans, see "Note 3.5. Loans, Leases and Allowance for Credit Losses" of the Consolidated Financial Statements contained hereinin Item 8 or "Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition – Loans" in Item 7 of this Form 10-K.

The Company adheres to a specific set of credit standards that are intended to ensure appropriate 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 formally reviewed on a quarterly basis as part of the Company's loan grade certification process to identify loans that may be exhibiting early-warning 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 portfolio is reviewed on a regular basis by its internal Loan Review Department.

Bank personnel are responsible for monitoring activity that may indicate an increased risk rating, including, but not limited to, past-dues, overdrafts, and loan agreement covenant defaults. 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. ContactsContact is generally are made within 15 business days after the payment becomes past due. The Bank also maintains regional Special Assets Departments,a special assets department, which generally serviceservices and collectcollects 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 charged-off.

Nonperforming assets include loans past due 90 days or more and still accruing interest (that are not government guaranteed), non-accrual loans,and 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 for 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 $0.5 million every 12 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, 2020, 2019,2022, 2021, and 2018.2020. 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 provision for credit losses in each period is reflected as a reduction in earnings for that period and upon the adoption of CECL, 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 lossesACL at a level that is adequate to absorb estimated lifetime credit losses inherent in the loan and investment securities portfolios as well as off-balance sheet credit exposures. SubsequentCharge-offs are recorded as a reduction to the ACL and subsequent recoveries if any,of previously charged-off amounts are credited to the allowance.ACL. The allowance for credit lossesACL on funded loans and investment securities are presented as a reduction to the respective asset balance on the Consolidated Balance Sheet. The allowance for credit lossesACL on unfunded loan commitments is classified in other 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 purchases to certain eligible investment types and, in the aggregate, are further subject to the following quantitative limits of the Bank:

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, 2020,2022, the Company's investment securities portfolio totals $5.4$8.5 billion, representing approximately 15%13% of the Company's total assets, with the majoritya significant portion of the portfolio invested in AAA/AA+ rated securities. The average duration, which is a measure of the interest rate sensitivity of the Company's investmentdebt securities portfolio, is 6.45.5 years as of December 31, 2020.2022.

The following table summarizes the carrying value of the Company's investment securities as of December 31, 2020 and 2019:securities:

As of December 31, 20202022 and 2019,2021, the Company had investments in BOLI of $176.3$182 million and $174.0$180 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 demand deposits, 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, 2020,2022, the deposit portfolio was comprised of 42%37% non-interest-bearing deposits and 58%63% 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, 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 and referral fees are awarded to some account holders, which offset charges incurred by account holders for other services. Earnings credits and referral fees 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 eligible for earnings credits, along with the earnings creditand 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, credit linked note, 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 internet banking, wire transfers, electronic bill payment and presentment, 24/7 funds transfer and other digital payment offerings, lock box services, courier, and cash management services.

Approximately 38%Commercial and 45%industrial loans make up 40% and 47% of the Company's HFI loan portfolio as of December 31, 2022 and 2021, respectively. In addition, 29% of the Company's loan portfolio at December 31, 20202022 and 2019, respectively,2021 was represented by CRE and construction and land development loans. The Company’s CRE business is concentrated primarily in the Phoenix, Las Vegas, Los Angeles, 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 ofcompetitive and has been significantly impacted by federal and state legislation that makes it easier for non-bank financial institutions to compete with the Company's competitors are much larger in total assets and capitalization, have greater access to capital markets, offer a broader range of financial services than the Company can offer, and may have lower cost structures.

The Company’s culture is defined by its corporate values of integrity, creativity, teamwork, passion, and excellence. People, Performance, and Possibilities capture the Company's defining values and behaviors that shape our unique culture and how we do business. People are the foundation of the Company and the Company invests in their success.success by providing expanded opportunities to attract and retain its people. Our people are committed to our clients’ success and, by putting clients first, we create strong shareholder performance. This leads to tremendous possibilities to fuel client growth and support the Company’s communities.

The Company is deeply committed to giving back to the communities where it does business and in turn provide expanding opportunitiesstrives to attracthelp low-to-moderate income geographies become healthier and retain its people.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 25,000 hours since 2020. The Company is also committed to providing financial support for education, affordable housing, and community development lending and investments.

As of December 31, 2020,2022, the Company employed 1,9153,365 full-time equivalent employees in its branches and loan production offices across the United States, an increase of 4.4%7% from December 31, 20192021 due to the Company’scontinued organic growth. The Company’s employees are not represented by a union or covered by a collective bargaining agreement.

The Company is committed to improving workforce diversity at all levels of the organization.organization and to providing equal opportunity in all aspects of employment. In 2020,2022, the Company madecontinued to make progress towards enhancing its ability to attract and retain a diverse population of employees. The Company began buildinghas built relationships with community and educational institutions to strengthen its pipelines of talent in underrepresented communities. The Company has established an executive-led Diversity & Inclusion Opportunity Council, which guides and sponsors DEI initiatives, sets goals designed to increase diversity of thought andprovides access to leadership, and evaluates organizational and best practice D&I strategies,DEI strategies. Overall, the Opportunity Council is focused on accelerating DEI activities and creates subcommittees to activate goals.results. One aspect of this work is the active support of Business Resource Groups. AmongGroups focused on the groups’ activities arecareer advancement of diverse groups within the Company, such as women, minority groups, and LGBTQIA+ employees. These groups foster opportunities to engage in programs, network with peers, and connect with Bank leadership. Overall, the Opportunity Council is focused on accelerating D&I activities and results.

The Company employs a diverse populationworkforce that is a reflection ofreflects its communities, with 38% of itswhich is shown in the Company's ethnic and gender diversity metrics presented in the table below:

Of the employees belonging to a minority group. Nearly 58% of its employeesthat are women, with women filling 50% of44% occupy roles that involve supervising and managing other employees. employees as of December 31, 2022, compared to 47% in the prior year.

The Company isremains committed to increasing the share of women and minority groups in the ranks of its senior leadership.

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 twothree early talent identification programs, a college internship program, the CBDP, and Commercial Banking Development Program,iLead, the goal of each of which is to enhance management’s ability to hire outstanding people.promote pathways for growth of future leaders. Campus recruitment initiatives and partnerships also fuelhelp expand 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 throughcreating a pipeline for the CBDP or other appropriate positions.roles. 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 intodeveloping future leaders of the Company. The iLead Program is an 18-month program for recent MBA graduates, designed to accelerate the development of high potential mid-career talent in sales or corporate career paths. Additionally, the Company is expandinghas 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 2022, 48% of WAB’s open positions were filled by external candidates belonging to an ethnic minority group and 74% of promotions were awarded to ethnically diverse or female employees. The Company has made a commitment to growing the share of its employee population 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. For example, through focused recruiting efforts, the Company was able to increase the share of 2020 hires who are Black or African American to 7.6%, higher than the Company's current Black or African American employee population of 5.8%.

Retaining employees who have been key contributors to the Company's success story remains an important objective. The Company has achieved a multi-year declinetable below presents the Company's overall employee turnover rate:

For 2022 compared to 2021, the turnover rate fallingdecreased from 19% to 12.5% for 2020, down 2.1% year-over-year, and down nearly17%. During 2022, the Company’s residential mortgage banking workforce was reduced to align with lower residential mortgage loan production volumes compared to 2021, which was driven by rising interest rates throughout 2022. This reduction represented 7% of the Company’s total 2021 employees.

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 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 able to identify individual development goals and create an action plan to achieve these goals.

With the understanding that bias is a larger societal issue, the Company offers training to create awareness and understanding of everyday biases and micro-behaviors, and helps individuals to implement solutions to create a more inclusive workplace. This training is required for all employees and additional, focused trainings are required for all managers, including one specifically promoting inclusion.

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, and life insurance and other benefits, health savings and flexible spending accounts, and various paid time off various time off benefits for new parents, sick leave, company-paid short-term and long-term disability benefits, an employee assistance program, benefits concierge service, wellness program and premium credit opportunity, as well as company-sponsored voluntary benefit programs for ID theft protection, pet insurance, and supplemental income programs for accident, illness, and hospitalization.benefits. Throughout the organization, 99%100% of employees participate in the annual bonus plan and everyone, except for executive management, isor are eligible to receive business incentives.

The Company is committed to supporting the wellness of its people, to enable their personal and professional productivity, improve physical and mental well-being, and provide support for optimal health at work and at home. To support these efforts, the Company has established Wellness Committees to engage its people in well-being initiatives that provide opportunities for employees to develop healthier lifestyles by promoting habits and attitudes that support wellness.

The Company and its subsidiaries are extensively regulated and supervised under both federal and state laws. A summary description of the laws and regulations that 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 material, could negatively impact the Company’sour business or the trading price of our securities. Additionally, investors should not interpret the Company’s securities.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."

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, US government shutdowns,debt default or shutdown, the imposition of tariffs on trade, natural disasters, the emergence of widespread health emergencies or pandemics (including the COVID-19 pandemic), terrorist attacks, acts of war (including the 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 the Companyus 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 resultbecause 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 recession or additional volatility in the future. There can be no assurance that such 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 the 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, the slope of the interest rate curve, and monetary and fiscal policies of various governmental and regulatory authorities, including the FRB. In a participating lender inrising rate environment, the PPPrate 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. Interest rates rose during 2022 and may be exposedcontinue to risks related to noncompliance with the program.

Loan volumes are also affected by market interest rates on loans. Lower interest rates are usually associated with higher loan originations, but also result in higher loan refinancings 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 Company may be exposedimpact on our lending business, a decrease in loan originations would adversely affect the volume of loans available for purchase by our mortgage warehouse lending platform.

In addition to credit riskthe potential effects on a PPPnet interest margin and loan if a determination is made by the SBA that there is a deficiencyvolumes, an increase in the manner in whichgeneral level of interest rates affected the loan was originated, funded or serviced. In such a case, the SBA may deny its liability under the guaranty, reduceability of certain borrowers to pay interest and principal on their obligations and reduced 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.

Credit losses are an inherent risk in the business of making loans. Management makes various assumptions and judgments about the collectability of our loan portfolio and maintains an ACL deemed to cover expected losses over the life of the loan portfolio. 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, 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 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. If management’s assumptions and judgments are incorrect or if it has already paid undereconomic conditions worsen compared to forecast, our actual credit losses may exceed our ACL.

At December 31, 2022, our ACL on funded loans and loss contingency on unfunded loan commitments and letters of credit totals $309.7 million and $47.0 million, respectively. Deterioration in the guaranty, seek recoveryreal estate market or general economic conditions could affect the ability of any relatedour 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 timely manner, there may be loans that deteriorate in an accelerated time frame.

Any increases in the Company.provision or ACL would decrease our net income and capital, and may have a material adverse effect on our financial condition and results of operations. If actual credit losses materially exceed our ACL, we may be required to raise additional capital, which may not be available to us on acceptable terms or at all. Our inability to raise additional capital on acceptable terms when needed could materially and adversely affect our financial condition, results of operations, and capital.

Our business is dependent on the willingness and ability of our customers to conduct banking and other financial transactions. The ongoing COVID-19 global and national health emergency caused significant disruption in the United States and international economies and financial markets and continues to cause illness, quarantines, reduced attendance at events and reduced travel, reduced commercial and financial activity, and overall economic and financial market instability.

The CompanyA significant portion of our business is located in areas in which economic growth is largely dependent on the real estate market, and a majoritylarge part of the Company’sour loan portfolio is secured by or otherwise dependent on real estate. The market for real estate is cyclical and a significant change in the outlook for this sector is uncertain.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 the Company’sour earnings and financial condition.

The Company’sOur 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 the Company.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 sale to a third party, public offering, or other form of liquidity event. Unforeseen adverse events, changes in regulatory policy, or a general decline in the borrower's industry may have a material adverse effect on the Company’s financial condition

Our commercial and results of operations.

Approximately 60% of our loan portfolio at December 31, 2022 was secured by real estate. LikeIn the restcourse of our business, we may foreclose on and take title to real estate, and could be subject to environmental liabilities with respect to these properties. 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 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. In addition, if we are the United States, economic conditions in these states have beenowner or former owner of a contaminated site, we may be subject 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 affected by the COVID-19 pandemic,affect our business and there can be no assurance as to if or when such conditions will improve or that such conditions will not worsen.prospects.

The Company facesWe face substantial competition in all phases of itsour operations from a variety of different competitors. The Company’sOur competitors, including largemoney center banks, national and regional commercial banks, community banks, thrift institutions, mutual savings banks, credit unions, finance companies, insurance companies, securities dealers, brokers, mortgage bankers, investment advisors, money market mutual funds, financial technology companies and other financial institutions, compete with lending and deposit-gathering services offered by the Company.us. Increased competition in the Company’sour markets or our inability to compete effectively may result in reduced loans and deposits or less favorable pricing.

There is competition for financial services in the markets in which the Company conduct its businesses, including from many local commercial banks, as well as numerous national and regionally based commercial banks. In particular, the Company haswe 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 the Company has.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 the Company.us. In addition, some of the financial services organizations with which the Company competeswe compete are not subject 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 the Companyus in accessing funding and in providing various services.

The banking business in the Company’sour primary market areas isare very competitive, and the level of competition facing the Companyus may increase further, which may limit itsour asset growth and financial results. In particular, the Company'sour predominate source of revenue is net interest income. Therefore, if the Company iswe are unable to compete effectively, including sustaining loan and deposit growth at itsour historical levels, itsour business and results of operations may be adversely affected.

The financial services industry also 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 transaction. 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 loss of fee income and deposits and otherwise adversely affect our business and results.

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 DST in 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 2022 acquisition of DST, a digital payments platform for the class action legal industry, and implementation of a fully integrated digital banking platform for our customers, including a digital token powered by the TassatPay platform. The Company’sdigital 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 scrutiny from governments and regulators in multiple jurisdictions and we expect that scrutiny to continue. Any changes in such laws and regulations applicable to, or scrutiny directed at, our products 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.

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 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. We have not

The Company’s ability to retain these highly qualified and motivated persons may be hindered by the fact that it has not entered into employment agreements with most of them.our employees and competition for talent in our industry is intense. The Company incentivizeslabor market is currently challenging, with employee turnover at an all-time high and increased wage pressure. In addition, the transition to an increased remote work environment, may exacerbate 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 itsour equity incentive plans; however, the Companywe cannot guarantee the effectiveness of itsour equity incentive plans in retaining these key employees and executives. Were the Companywe to lose key employees, itwe 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 within which the Company operates.we operate. If the Company iswe are unable to hire or retain qualified employees itor hire new qualified employees to keep up with or outpace employee turnover, we may not be able to successfully execute itsour business strategy or may incur additional costs to achieve itsour objectives.

The Company believesWe believe that itsour senior management team including, but not limited to, Robert Sarver, its Executive Chairman and Kenneth Vecchione, its CEO, havehas contributed greatly to itsour performance. In addition, the Companywe from time to time experiencesexperience retirements and other changes to itsour senior management team. The Company'sOur 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 itsour goals. However, the Companywe cannot assure itsour succession planning and retention strategies will be effective and the loss of senior management could have an adverse effect on our business.

WAL and WAB are each subject to capital adequacy and liquidity rules and other regulatory requirements specifying minimum amounts and types of capital that must be maintained. From time to time, the Company’sregulators implement changes to these regulatory capital adequacy and liquidity guidelines. If we fail to meet these minimum capital and liquidity guidelines and other regulatory requirements, we may be restricted in the types of activities we may conduct and may be prohibited from taking certain capital actions, such as paying executive bonuses or dividends and repurchasing or redeeming capital securities. At December 31, 2022, our CET1 ratio was 9.3%. While this ratio is above the well-capitalized regulatory ratio threshold of 6.5%, it is still below our targeted capital level. As we continue to focus on building our capital ratios, we may need to issue additional equity capital or reduce the pace at which we are growing in order to increase our CET1 and other capital ratios.

We rely on third parties to provide key components for 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 diligence process in place to select third-party vendors, we do not control their actions. Any problems caused by these third parties, including those resulting from breakdowns or other disruptions in communication services provided by a vendor, failure 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 difficulties of a third-party vendor could also impact our operations if those difficulties interfere with their ability 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

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.ineffective. 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 itssignificant or material 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 its 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's 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's financial statements. The quality and accuracy of those estimates and judgments will impact the Company's 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 mortgage warehouse lending operations subject us to regulations that have grown in complexity in recent years and may continue to do so as the government continues to prioritize consumer protection measures. Our mortgage warehouse lending 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 expectswe expect this focus to continue. Additional compliance requirements may be costly to implement, may require additional compliance personnel, and may limit the Company’sour ability to offer competitive products to itsour customers.

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.

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 have more diversified sourcesare appropriate to the financial institution’s size and complexity, the nature and scope of revenue.the financial institution’s activities, and the sensitivity of any customer information at issue. The Company experiences substantial competitionUnited States has experienced a heightened legislative and regulatory focus on privacy and data security, including requirements as to consumer notification in the basisevent of interest rates for both loansdata breaches and deposits.

In March 2020,addition, our determination of our tax liability is subject to review by applicable tax authorities. In the Federal Reserve lowerednormal course of business, we are routinely subject to examinations and challenges from federal and applicable state and local taxing authorities regarding the target range foramount of taxes due in connection with investments we have made and the businesses in which we have engaged. Recently, federal funds rate to a range from 0 to 0.25 percent,and state and local taxing authorities have been increasingly aggressive in part as achallenging tax positions taken by financial institutions. The challenges made by taxing authorities may result of the pandemic. A prolonged period of very low interest rates or an increase in interest rates that affects the Company's borrowers' ability to repay loans could reduce the Company's net interest income and have a material adverse impact on the Company's cash flows.

The price of the Company’sour common stock on the New York Stock Exchange constantly changes. The ongoing COVID-19 pandemic has resulted in severe volatility in the financial markets. Depending on the extent and duration of the COVID-19 pandemic, the price of the Company's common stock may continue to experience volatility or decline. There can be no assurances about the market price for the Company'sour 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, depositary shares, 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, 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 the Company’sour decision to issue securities

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, 2020, the Parent2022, we had outstanding $175.0 million of 6.25% subordinated debentures with a maturity date of July 1, 2056,debt, senior secured and WAB hadunsecured debt, and short-term borrowings. In addition, AmeriHome has outstanding $300.0 million of subordinated debentures. WAB's subordinated debentures consist of two issuances, an issuance of $75.0 million aggregate principal amount of 5.00% Fixed-to-Floating Rate Subordinated Notes due July 15, 2025 and another issuance of $225.0 million aggregate principal amount of 5.25% Fixed-to-Floating Rate Subordinated Notes due June 1, 2030.senior notes that were issued prior to the acquisition. 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 theour common stock in a liquidation, which could affect the market price of the Company’sour stock.

The Company’sOur 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. The Company’sOur BOD also has the power, without stockholder approval, 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 the Company’sour common stock with respect to dividends or upon the Company’sour dissolution, winding-up, and liquidation and other terms. If the Company issueswe issue additional preferred stock in the future that has a preference over itsour common stock, with respect to the payment of dividends or upon the Company’sour liquidation, dissolution, or winding up, or if the Company issueswe issue preferred stock with voting rights that dilute the voting power of itsour common stock and/or the rights of holders of itsour common stock, the market price of itsour common stock could be adversely affected.

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 include six executive and administrative offices, of which 20 of these locations are owned and 1816 are leased. The Company also has several loan production 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” in this Form 10-K for location cities. For information regarding rental payments, see "Note 4.7. Premises and Equipment" of the Consolidated Financial Statementsin Item 8 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 the “Supervision"Note 18. Commitments and Regulation” section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" ofContingencies" in Item 8 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 20202022 Domestic Company Section 303A CEO Certification regarding its compliance with the NYSE’s corporate governance listing standards.

At December 31, 2020,February 17, 2023, there were approximately 1,5781,870 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.

During the fourth quarter of 2020,2022, the Company's Board of DirectorsBOD approved a cash dividend of $0.25$0.36 per common share. The dividend payment to shareholders totaled $25.2$39.2 million and was paid on November 27, 2020.December 2, 2022. In addition, the Company paid a cash dividend of $0.27 per depository share to preferred shareholders on December 30, 2022, totaling $3.2 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:

The following graph summarizes a five year comparison of the cumulative total returns for the Company’s common stock, the Standard & Poor’s 500 stock index and the KBW Regional Banking Total Return Index, each of which assumes an initial value of $100.00 on December 31, 20152017 and reinvestment of dividends.