Item 5. Market for Registrant’s Common Equity
Item 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
The Company’s common stock has been publicly traded since November 19, 2021 and is currently traded on the Nasdaq Global Market under the Symbol “FINW.”
Holders
There were approximately 141 shareholders of record of the Company’s common stock as of December 31, 2022. This number does not reflect the number of persons or entities holding stock in nominee
name through banks, brokerage firms or other nominees.
Dividends
Holders of our common stock are only entitled to receive dividends when, as and if declared by our board of directors out of funds legally available for dividends. We have not paid any cash
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. See “Item 1. 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.
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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.
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
Period
Total Number of
Shares Purchased
Average Price
Paid
Per Share
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
Programs (1)
October 1, 2022 -
October 31, 2022
—
—
—
624,241
November 1, 2022 -
November 30, 2022
57,882
$9.34
57,882
566,359
December 1, 2022 -
December 31, 2022
42,118
$8.99
42,118
524,241
Total
100,000
$9.19
100,000
524,241
(1)
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
discretion. 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.
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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.
Plan Category
Number of Securities to be
Issued Upon Exercise of
Outstanding Options
or Restricted Stock Awards
Weighted-Average Exercise
Price of Outstanding Options
or Restricted Stock Awards
Number of Securities
Remaining Available for
Future Issuance under Equity
Compensation Plans (excluding
securities reflected in the first
column)
Equity compensation plans approved by security holders:
FinWise Bancorp 2016 Stock Option Plan
132,018
$
5.23
894
FinWise Bancorp 2019 Stock Option Plan
498,693
5.20
621,472
Equity compensation plans not approved by security holders (1)
250,914
5.43
NA
Total
881,625
622,366
(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 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.
Item 6.
[RESERVED]
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