Kennedy Barbara 4

What Happened

• Barbara Kennedy, Chief Human Resources Officer at Western Alliance Bancorporation (WAL), converted vested derivative units and immediately disposed of the resulting 257 shares back to the issuer on May 15, 2026.
• Transactions: 101 shares, 74 shares and 82 shares were converted (M) with $0 exercise price and then disposed to the issuer (D) at $74.42 per share, producing total cash proceeds of $19,125 (101×$74.42 = $7,516; 74×$74.42 = $5,507; 82×$74.42 = $6,102).

Key Details

• Transaction date: May 15, 2026; filing date: May 19, 2026 (filed within the Form 4 deadline).
• Prices: exercise/conversion recorded at $0.00; disposition price $74.42 per share.
• Shares involved: 257 shares surrendered to the issuer; total proceeds $19,125.
• Shares owned after the transaction: not specified in the filing.
• Codes: M = exercise/conversion of derivative; D = disposition to issuer.
• Footnotes: The units are cash-settled and vest monthly (1/36th) under multiple schedules (starting March 2024, March 2025, and March 2026). Each unit is the economic equivalent of one share (see F1–F4).
• Filing timeliness: This Form 4 was filed on May 19, 2026 for transactions on May 15, 2026 (timely under the two-business-day rule).

Context

• These were not open-market sales. A “disposition to the issuer” following conversion of derivative units often reflects a company-side settlement (commonly to satisfy tax withholding or cash settlement), and the filing does not state a market-sale motive.
• The M/D sequence (exercise/conversion immediately followed by disposition) indicates a cash-settlement of vested units rather than a conventional purchase or voluntary sale on the open market.