What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-03-30 compared with 2022-03-30 · 46 added, 33 removed, 27 unchanged (75% of the section changed)

8 unchanged sentences

dividends on our common stock since inception, and we currently have no plans to pay dividends for the foreseeable future.

Because we are a bank holding company and do not engage directly in business activities of a material nature, our ability to pay dividends to our shareholders depends, in large part, upon our

receipt of dividends from the Bank, which is also subject to numerous limitations on the payment of dividends under Utah and federal banking laws, regulations and policies.

Business-Supervision and Regulation-Regulatory Restrictions on

Our ability to pay dividends to our shareholders in the future will depend on regulatory restrictions, our liquidity and capital requirements, our earnings and financial condition, the general

economic climate, contractual restrictions, our ability to service any equity or debt obligations senior to our common stock and other factors deemed relevant by our board of directors.

Because we are a bank holding company and do not engage directly in business activities of a material nature, our ability to pay dividends to our shareholders depends, in large

part, upon our receipt of dividends from the Bank, which is also subject to numerous limitations on the payment of dividends under Utah and federal banking laws, regulations and policies.

Business-Supervision and

Regulation-Regulatory Restrictions on Dividends.”

Our ability to pay dividends to our shareholders in the future will depend on regulatory restrictions, our liquidity and capital requirements, our earnings

and financial condition, the general economic climate, contractual restrictions, our ability to service any equity or debt obligations senior to our common stock and other factors deemed relevant by our board of directors.

Recent Sales of Unregistered Securities and Issuer Repurchases of Common Stock

There were no unregistered sales of the Company’s stock during the fourth quarter of 2022.

The Company did not repurchase any of its shares during the fourth quarter of 2021 and does not have any

authorized share repurchase programs.

Equity Compensation Plan Information

During the three months ended December 31, 2022, we repurchased 100,000 shares of our common stock for $0.9 million (average per share purchase price of $9.19) pursuant to our common stock repurchase program.

Issuer Purchases of Equity Securities

Total Number of

Shares Purchased

Average Price

Total Number of

Shares Purchased as

Part of Publicly

Announced Plans or Programs (1)

Maximum Number of

Shares that May

Yet Be Purchased

Under the Plans or

October 1, 2022 -

October 31, 2022

November 1, 2022 -

November 30, 2022

December 1, 2022 -

December 31, 2022

On August 18, 2022, the Company announced that the Board has authorized, effective August 16, 2022, a common stock repurchase program to purchase up to 644,241 shares of the Company’s common stock in the aggregate.

The repurchase

program expires on August 31, 2024 but may be limited or terminated at any time without prior notice.

The repurchase program authorizes the repurchase by the Company of its common stock in open market transactions, including pursuant to a

trading plan in accordance with Rule 10b-18 promulgated under the Exchange Act or privately negotiated transactions.

The authorization permits management to repurchase shares of the Company’s common stock from time to time at management’s

Repurchases may also be made pursuant to a trading plan under Rule 10b5-1 under the Exchange Act, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so because of self-imposed

trading blackout periods or other regulatory restrictions.

The actual means and timing of any shares purchased under the program will depend on a variety of factors, including the market price of the Company’s common stock, general market

and economic conditions, and applicable legal and regulatory requirements.

The repurchase program does not obligate the Company to purchase any particular number of shares.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as of December 31, 2022, with respect to options outstanding and shares available for future awards under the Company’s active equity incentive plans.

3 unchanged sentences

Outstanding Options

Warrants and Rights

or Restricted Stock Awards

Weighted-Average Exercise

Price of Outstanding Options

Warrants and Rights

or Restricted Stock Awards

Number of Securities

7 unchanged sentences

Equity compensation plans not approved by security holders (1)

Reflects (a) a grant to Kent Landvatter of 40,914 non-qualified stock options, (b) a grant to Javvis Jacobson of 60,000 non-qualified stock

options, (c) a grant to James Noone of 60,000 non-qualified stock options, (d) grants to Russell F.

of an aggregate of 18,000 non-qualified stock options, (e) grants to Howard Reynolds of an aggregate of 18,000 non-qualified

stock options, (f) grants to Gerald E.

Cunningham of an aggregate of 18,000 non-qualified stock options, (g) grants to Thomas E.

Gibson of an aggregate of 18,000 non-qualified stock options, (h) grants to James N.

Giordano of an aggregate

of 18,000 non-qualified stock options, (i) grants to Jeana Hutchings of an aggregate of 9,000 non-qualified stock options and (j) grants to Lisa Ann Nievaard of an aggregate of 9,000 non-qualified stock options.

Use of Proceeds

On November 23, 2021, we completed our IPO of 4,025,000 shares of our common stock at an IPO price of $10.50 per share, including 525,000 shares pursuant to the exercise of the underwriters’ option

to purchase additional shares of our common stock.

We raised approximately $42.3 million in gross proceeds and $35.6 million in net proceeds after deducting underwriting discounts and commissions and certain estimated offering expenses payable by us.

Piper Sandler & Co.

and Stephens Inc.

acted as joint bookrunning managers for the IPO.

None of the expenses associated with the IPO were paid to directors, officers, affiliates, persons owning 10% or more of any class of equity securities, or

their associates.

The shares issued and sold in our IPO were registered under the Securities Act pursuant to a Registration Statement on Form S-1 (File No.

333-257929) (the “Registration Statement”), which was

declared effective by the SEC on November 18, 2021.

We have used the proceeds from our IPO as disclosed in our final prospectus dated as of November 18, 2021 and filed with the SEC pursuant to Rule 424(b)(4) on November 19, 2021, and there has been

no material change in the planned use of proceeds.

No proceeds currently remain from the IPO.

Reflects (a) a grant to Kent Landvatter of 40,914 non-qualified stock options, (b) a grant to Javvis Jacobson of 60,000 non-qualified stock options, (c) a grant to James Noone of 60,000 non-qualified stock

options, (d) grants to Howard Reynolds of an aggregate of 18,000 non-qualified stock options, (e) grants to Gerald E.

Cunningham of an aggregate of 18,000 non-qualified stock options, (f) grants to Thomas E.

Gibson of an aggregate of

18,000 non-qualified stock options, (g) grants to James N.

Giordano of an aggregate of 18,000 non-qualified stock options, (h) grants to Jeana Hutchings of an aggregate of 9,000 non-qualified stock options and (i) grants to Lisa Ann

Nievaard of an aggregate of 9,000 non-qualified stock options.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity