WESTERN ALLIANCE BANCORPORATIONWAL
WESTERN ALLIANCE BANCORPORATION Goodwill & Intangibles Disclosure
9. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill represents the excess consideration paid for net assets acquired in a business combination over their fair value. Goodwill and other intangible assets acquired in a business combination that are determined to have an indefinite useful life are not subject to amortization, but are subsequently evaluated for impairment at least annually. The Company performs its annual goodwill and intangibles impairment tests as of October 1 each year, or more often if events or circumstances indicate the carrying value may not be recoverable.
During the years ended December 31, 2025 and 2024, there were no events or circumstances that indicated an interim impairment test of goodwill or other intangible assets was necessary. During the year ended December 31, 2023, due to the industry disruption from the bank failures in early 2023, the Company performed an interim Step 0 goodwill impairment assessment as of each interim quarter end date. The Step 0 assessment included assessing the financial performance of the Company and analyzing qualitative factors applicable to the Company. As of each interim assessment date, management concluded that the long-term financial performance of the Company was not significantly altered as a result of these events or circumstances. Accordingly, it was determined that it was more likely than not the fair value of the Company and its reporting units exceeded their respective carrying values as of each interim assessment date.
For the Company's annual goodwill impairment assessment as of October 1, 2025, the Company performed a qualitative goodwill impairment assessment. As of October 1, 2024 and 2023, the Company elected to perform a Step 1 assessment. The Step 1 assessment employed income and market approaches in determining the fair value of the Company’s reporting units. The income approach utilized the reporting unit's forecasted cash flows (including a terminal value approach to estimate cash flows beyond the final year of the forecast) and the reporting unit's estimated cost of equity as the discount rate to estimate value. Forecasted cash flows included estimates of earnings projections, growth, and credit loss expectations. The market approach relied upon valuation multiples derived from stock prices and enterprise values of publicly traded companies and also incorporated a control premium to develop an estimate of value. Based on the analyses performed, the Company determined the fair value of the Company and its reporting units exceeded their respective carrying values and therefore, goodwill impairment charges were not recorded during the years ended December 31, 2025, 2024, and 2023.
In addition, the Company's annual intangibles impairment assessment as of October 1, 2025, 2024, and 2023 indicated intangible assets were not impaired. Therefore, no impairment charges related to the Company's intangible assets were recorded during the years ended December 31, 2025, 2024 and 2023.
Below is a summary of the Company's goodwill by reporting unit:
| December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| (in millions) | ||||||||||||||
| Commercial banking (1) | $ | 290 | $ | 290 | ||||||||||
| Mortgage banking (2) | 200 | 200 | ||||||||||||
| Legal banking (3) | 37 | 37 | ||||||||||||
| Total | $ | 527 | $ | 527 | ||||||||||
(1) This reporting unit offers a standard suite of commercial banking products and services through its traditional branch network, working together with the Company's national platform to provide specialized financial services, and is included within the Company's Commercial reportable segment.
(2) This reporting unit offers mortgage lending products and services and is included within the Company's Consumer Related reportable segment.
(3) This reporting unit provides specialized banking services to law firms and claims administrators, including settlement payment solutions, and is included within the Company's Consumer Related reportable segment.
The following is a summary of the Company's acquired intangible assets:
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||||||||
| Subject to amortization | ||||||||||||||||||||||||||||||||||||||
| Core deposits | $ | 14 | $ | 14 | $ | — | $ | 14 | $ | 13 | $ | 1 | ||||||||||||||||||||||||||
| Correspondent customer relationships | 76 | 18 | 58 | 76 | 14 | 62 | ||||||||||||||||||||||||||||||||
| Customer relationships | 18 | 11 | 7 | 18 | 9 | 9 | ||||||||||||||||||||||||||||||||
| Developed technology | 4 | 3 | 1 | 4 | 2 | 2 | ||||||||||||||||||||||||||||||||
| Operating licenses | 56 | 7 | 49 | 56 | 6 | 50 | ||||||||||||||||||||||||||||||||
| Trade names | 10 | 3 | 7 | 10 | 2 | 8 | ||||||||||||||||||||||||||||||||
| Total intangible assets subject to amortization | $ | 178 | $ | 56 | $ | 122 | $ | 178 | $ | 46 | $ | 132 | ||||||||||||||||||||||||||
As of December 31, 2025, the Company's intangible assets had a weighted average estimated useful life of 22.9 years. Amortization expense recognized on amortizable intangibles totaled $9.7 million, $10.5 million, and $10.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Below is a summary of future estimated aggregate amortization expense as of December 31, 2025:
| (in millions) | ||||||||
| 2026 | $ | 9 | ||||||
| 2027 | 8 | |||||||
| 2028 | 8 | |||||||
| 2029 | 6 | |||||||
| 2030 | 5 | |||||||
| Thereafter | 86 | |||||||
| Total | $ | 122 | ||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 23, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Feb 26, 2018 | |
| 2016 | Feb 28, 2017 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.