What changed in this filing

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Item 9A. Controls and Procedures

2024-03-25 compared with 2023-03-30 · 77 added, 168 removed, 80 unchanged (75% of the section changed)

1 unchanged sentence

a) Evaluation of Disclosure Controls and Procedures

The Company’s management, including its Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule

13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Report.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls

and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act

is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief

Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company did not, as of December 31, 2022, maintain effective disclosure controls and

procedures due to a material weakness in the Company’s internal control over financial reporting as described below.

Notwithstanding management’s conclusion regarding the effectiveness of the Company’s disclosure controls and procedures and the material weakness discussed below, the Company’s management, including

the Chief Executive Officer and Chief Financial Officer, has concluded that the Company’s financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of

operations and cash flows for the periods presented in accordance with U.S.

generally accepted accounting principles.

b) Report of Management ’ s Assessment of Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

Our internal control

over financial reporting is a process designed by, or under the supervision, our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with U.S.

generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that,

in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect misstatements.

Also, projections of any evaluation of the effectiveness of specific controls or internal control over financial reporting overall to future periods are subject to the risk that controls may

become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

With the supervision and participation of its Chief Executive Officer and its Chief Financial Officer, management evaluated the effectiveness of the Company’s internal control over financial

reporting as of December 31, 2022, using the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013) .

management’s assessment, we concluded that our internal control over financial reporting was not effective as of December 31, 2022, due to the material weakness, discussed below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the

Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As of December 31, 2022, management identified a material weakness in the design and operating effectiveness of the Company’s internal control over financial

We determined that we did not have appropriate internal accounting expertise and capabilities to properly record in our financial statements complex accounting issues, particularly related to certain aspects of accounting for

transfers and servicing of financial instruments and the provision for income taxes.

The material weakness also resulted in the Company not having adequate risk assessment and design of internal control activities surrounding the financial

close and reporting process to ensure formal processes exist for identifying, analyzing, and accounting for key contracts and complex, non-routine transactions.

c) Remediation Plan

In response to deficiencies noted in late 2022, the Company began taking remedial actions, including, but not limited to, the hiring of additional personnel with SEC reporting experience and GAAP knowledge to strengthen our financial

reporting capabilities.

The Company will also undertake a review of existing internal controls surrounding the financial reporting process and enhance the design of controls over the accounting for key contracts and complex, non-routine

transactions.

d) Changes in Internal Control Over Financial Reporting

Other than the remediation discussed above, there have not been any changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter that have

materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

We conducted an evaluation under the supervision and with the participation of our management including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”) of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as amended, as of December 31, 2023, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure.

Based on that evaluation, our CEO and CFO concluded that as of December 31, 2023, our disclosure controls and procedures were effective.

Report of Management’s Assessment of Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Our management conducted an assessment of the effectiveness of our internal control over financial reporting.

This assessment was based upon the criteria for effective internal control over financial reporting established in the 2013 Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company’s internal control over financial reporting involves a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting includes the controls themselves, as well as monitoring of the controls and internal auditing practices and actions to correct deficiencies identified.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.

Based on this assessment, management concluded that, as of December 31, 2023, the Company’s internal control over financial reporting was effective.

b) Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended December 31, 2023 that have materially affected, or were reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Other Information

Not applicable.

None of our directors or officers have adopted , modified, or terminated a Rule 10b5-1(c) trading arrangement during the year ended December 31, 2023 .

Our directors and officers participate in certain of our benefits plans and may from time to time make elections to surrender shares or have shares withheld to cover withholding taxes or pay the exercise price of options granted thereunder.

These elections may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements as defined in Item 408(c) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

2 unchanged sentences

The information required by Items 401, 405, 406 and 407 (c)(3);

(d)(4) and (d)(5) of Regulation S-K is incorporated into this Form 10-K by reference to the Company’s definitive proxy statement for

its 2023 Annual Meeting of Shareholders (the “Definitive Proxy Statement”) to be filed within 120 days following December 31, 2022.

(d)(4) and (d)(5) of Regulation S-K is incorporated into this Form 10-K by reference to the Company’s definitive proxy statement for its 2024 Annual Meeting of Shareholders (the “Definitive Proxy Statement”) to be filed within 120 days following December 31, 2023 .

Executive Compensation

1 unchanged sentence

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The information required by Item 201(d) and Item 403 of Regulation S-K is incorporated into this Form 10-K by reference to the Definitive Proxy Statement, to be filed within 120 days following

December 31, 2022.

The information required by Item 201(d) and Item 403 of Regulation S-K is incorporated into this Form 10-K by reference to the Definitive Proxy Statement, to be filed within 120 days following December 31, 2023 .

See Part II, Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities for “Securities Authorized for

Issuance Under Equity Compensation Plans”.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities for “Securities Authorized for Issuance Under Equity Compensation Plans”.

Certain Relationships and Related Transactions, and Director Independence

13 unchanged sentences

(b) Exhibits.

Fourth Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the

Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 30, 2021 (File No.

333-257929)).

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Registrant’s Registration

Statement on Form S-1 filed with the Securities and Exchange Commission on July 30, 2021 (File No.

333-257929)).

Specimen common stock certificate.

Form of Warrant to BFG Members to Purchase Common Stock of FinWise Bancorp (incorporated by reference to

Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

333-257929)).

Description of Securities Registered

Under Section 12 of the Securities Exchange Act of 1934, as amended.

FinWise Bancorp 2019 Stock Option Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2022).

Form of Stock Option Agreement under the FinWise Bancorp 2019 Stock Option Plan (incorporated by

reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

Number Description

3.1 Fourth Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 30, 2021 (File No.

333-257929)).

FinWise Bancorp 2016 Stock Option Plan (incorporated by reference to Exhibit 10.3 of the Registrant’s

Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 30, 2021 (File No.

3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.

1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2023).

4.1 Specimen common stock certificate (incorp orated by reference to Exhibit 4.1 of the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2023).

4.2 Form of Warrant to BFG Members to Purchase Common Stock of FinWise Bancorp (incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

333-257929)).

Form of Stock Option Agreement under the FinWise Bancorp 2016 Stock Option Plan (incorporated by

reference to Exhibit 10.4 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

4.3 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.3 of the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2023).

10.1+ FinWise Bancorp 2019 Stock Option Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2022).

10.2+ Form of Stock Option Agreement under the FinWise Bancorp 2019 Stock Option Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

333-257929)).

Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.5 of the Registrant’s

Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

10.3+ FinWise Bancorp 2016 Stock Option Plan (incorporated by reference to Exhibit 10.3 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 30, 2021 (File No.

333-257929)).

Non-qualified Stock Option Agreement with Javvis Jacobson (incorporated by reference to Exhibit 4.6 of the

Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

10.4+ Form of Stock Option Agreement under the FinWise Bancorp 2016 Stock Option Plan (incorporated by reference to Exhibit 10.4 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

333-257929)).

Non-qualified Stock Option Agreement with Jim Noone (incorporated by reference to Exhibit 4.7 of the

Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

10.5+ Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.5 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

333-257929)).

Non-qualified Stock Option Agreement with Kent Landvatter (incorporated by reference to Exhibit 4.8 of the

Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

10.6+ Non-qualified Stock Option Agreement with Javvis Jacobson (incorporated by reference to Exhibit 4.6 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified Stock Option Agreement with Fred Healey for 2020 service (incorporated by reference to

Exhibit 4.9 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

10.7+ Non-qualified Stock Option Agreement with Jim Noone (incorporated by reference to Exhibit 4.7 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified Stock Option Agreement with Fred Healey for 2021 service (incorporated by reference to

Exhibit 4.10 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

10.8+ Non-qualified Stock Option Agreement with Kent Landvatter (incorporated by reference to Exhibit 4.8 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified Stock Option Agreement with Howard Reynolds for 2020 service (incorporated by reference to

Exhibit 4.11 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

Non-qualified Stock Option Agreement with Howard Reynolds for 2020 service (incorporated by reference to Exhibit 4.11 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified Stock Option Agreement with Howard Reynolds for 2021 service (incorporated by reference to

Exhibit 4.12 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

Non-qualified Stock Option Agreement with Howard Reynolds for 2021 service (incorporated by reference to Exhibit 4.12 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified Stock Option Agreement with Jerry Cunningham for 2020 service (incorporated by reference to

Exhibit 4.13 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

Non-qualified Stock Option Agreement with Jerry Cunningham for 2020 service (incorporated by reference to Exhibit 4.13 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified Stock Option Agreement with Jerry Cunningham for 2021 service (incorporated by reference to

Exhibit 4.14 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

Non-qualified Stock Option Agreement with Jerry Cunningham for 2021 service (incorporated by reference to Exhibit 4.14 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified Stock Option Agreement with Tom Gibson for 2020 service (incorporated by reference to

Exhibit 4.15 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

Non-qualified Stock Option Agreement with Tom Gibson for 2020 service (incorporated by reference to Exhibit 4.15 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified Stock Option Agreement with Tom Gibson for 2021 service (incorporated by reference to

Exhibit 4.16 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

Non-qualified Stock Option Agreement with Tom Gibson for 2021 service (incorporated by reference to Exhibit 4.16 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified Stock Option Agreement with Jim Giordano for 2020 service (incorporated by reference to

Exhibit 4.17 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

Non-qualified Stock Option Agreement with Jim Giordano for 2020 service (incorporated by reference to Exhibit 4.17 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified Stock Option Agreement with Jim Giordano for 2021 service (incorporated by reference to

Exhibit 4.18 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

Non-qualified Stock Option Agreement with Jim Giordano for 2021 service (incorporated by reference to Exhibit 4.18 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified Stock Option Agreement with Jeana Hutchings for 2020 service (incorporated by reference to

Exhibit 4.19 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

Non-qualified Stock Option Agreement with Jeana Hutchings for 2020 service (incorporated by reference to Exhibit 4.19 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified Stock Option Agreement with Jeana Hutchings for 2021 service (incorporated by reference to

Exhibit 4.20 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

Non-qualified Stock Option Agreement with Jeana Hutchings for 2021 service (incorporated by reference to Exhibit 4.20 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified Stock Option Agreement with Lisa Chapman for 2020 service (incorporated by reference to

Exhibit 4.21 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

Non-qualified Stock Option Agreement with Lisa Chapman for 2020 service (incorporated by reference to Exhibit 4.21 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Non-qualified Stock Option Agreement with Lisa Chapman for 2021 service (incorporated by reference to

Exhibit 4.22 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

Non-qualified Stock Option Agreement with Lisa Chapman for 2021 service (incorporated by reference to Exhibit 4.22 of the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 4, 2022 (File No.

333-262531)).

Form of Employee Restricted Stock

Agreement under the FinWise Bancorp 2019 Stock Option Plan.

Form of Employee Incentive Stock

Option Agreement under the FinWise Bancorp 2019 Stock Option Plan.

Form of Employee Incentive Stock

Option Agreement under the FinWise Bancorp 2016 Stock Option Plan and the FinWise Bancorp 2019 Stock Option Plan.

Form of Director Restricted Stock

Agreement under the FinWise Bancorp 2019 Stock Option Plan.

Standstill Agreement dated January 19, 2016, by and between FinWise Bancorp and Business Funding Group (incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July

15, 2021 (File No.

Form of Employee Restricted Stock Agreement under the FinWise Bancorp 2019 Stock Option Plan (incorporated by reference to Exhibit 10.23 of the Registrant 's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2023).

Form of Employee Incentive Stock Option Agreement under the FinWise Bancorp 2019 Stock Option Plan (incorporated by reference to Exhibit 10.24 of the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2023).

10.23+ Form of Employee Incentive Stock Option Agreement under the FinWise Bancorp 2016 Stock Option Plan and the FinWise Bancorp 2019 Stock Option Plan (incorporated by reference to Exhibit 10.25 of the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2023).

10.24+ Form of Director Restricted Stock Agreement under the FinWise Bancorp 2019 Stock Option Plan (incorporated by reference to Exhibit 10.26 of the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2023).

10.25 Standstill Agreement dated January 19, 2016, by and between FinWise Bancorp and Business Funding Group (incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

333-257929)).

Right of First Refusal and Option Agreement dated March 31, 2020, by and among FinWise Bancorp and the

members of Business Funding Group (incorporated by reference to Exhibit 10.8 of the Registrant’s Registration Statement on Form S-1 filed with the

Securities and Exchange Commission on July 15, 2021 (File No.

10.26 Right of First Refusal and Option Agreement dated March 31, 2020, by and among FinWise Bancorp and the members of Business Funding Group (incorporated by reference to Exhibit 10.8 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

333-257929)).

Membership Interest Purchase Agreement dated December 31, 2019 by and among FinWise Bancorp, Business

Funding Group and certain members of Business Funding Group (incorporated by reference to Exhibit 10.9 of the Registrant’s Registration Statement on Form

S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

10.27 M embership Inter est Purchase Agre ement, dated as of December 31, 2019, among FinWise Bancorp, Business Funding Group, LLC and certain of its members named ther ein (incorporated by reference to Exhibit 10.9 of the Registrant's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

333-257929)).

10.28 Membership Interest Purchase Agreement dated as of July 25, 2023 , among Business Funding Group , LLC, certain of its members named th erein and FinWise Bancorp (incorporated by reference to Exhibit 10.

1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2023).

10.29 Sublease dated December 7, 2018, between Motorola Solutions, Inc.

and FinWise Bancorp (incorporated by reference to Exhibit 10.10 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July

15, 2021 (File No.

and FinWise Bancorp (incorporated by reference to Exhibit 10.10 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

333-257929)).

Lease dated January 27, 1999, between FPA Sandy Mall Associates, LLC and FinWise Bancorp (incorporated by reference to Exhibit 10.11 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July

15, 2021 (File No.

10.30 Lease dated January 27, 1999, between FPA Sandy Mall Associates, LLC and FinWise Bancorp (incorporated by reference to Exhibit 10.11 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

333-257929)).

First Amendment to Lease dated June 3, 2009, between FPA Sandy Mall Associates, LLC and FinWise Bancorp (incorporated by reference to Exhibit 10.12 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July

15, 2021 (File No.

10.31 First Amendment to Lease dated June 3, 2009, between FPA Sandy Mall Associates, LLC and FinWise Bancorp (incorporated by reference to Exhibit 10.12 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

333-257929)).

Second Amendment to Lease dated April 25, 2014, between FPA Sandy Mall Associates, LLC and FinWise

Bancorp (incorporated by reference to Exhibit 10.13 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange

Commission on July 15, 2021 (File No.

10.32 Second Amendment to Lease dated April 25, 2014, between FPA Sandy Mall Associates, LLC and FinWise Bancorp (incorporated by reference to Exhibit 10.13 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

333-257929)).

10.33 Lease dated December 2017, between North Village Centre, Inc.

and FinWise Bancorp (incorporated by reference to Exhibit 10.14 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July

15, 2021 (File No.

and FinWise Bancorp (incorporated by reference to Exhibit 10.14 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 15, 2021 (File No.

333-257929)).

Lease dated July 30, 2021, between Mountain View Business Center, LLC and FinWise Bancorp (incorporated

by reference to Exhibit 10.15 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 4, 2021 (File No.

10.34 Lease dated July 30, 2021, between Mountain View Business Center, LLC and FinWise Bancorp (incorporated by reference to Exhibit 10.15 of the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 4, 2021 (File No.

333-257929)).

Letter Agreement, dated May 17, 2022, by and between FinWise Bank and James Noone (incorporated by

reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2022).

Secured Promissory Note, dated as of June 1, 2022, by and between Alan Weichselbaum in favor of FinWise

Bancorp (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed November 14, 2022).

Security Agreement, dated June 16, 2022, by and between Alan Weichselbaum and FinWise Bancorp (incorporated by reference to Exhibit 10.4 to Form 10-Q filed November 14, 2022).

Separation and Consulting Agreement, dated as of June 1, 2022, by and

among FinWise Bancorp, FinWise Bank and David Tilis (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 22, 2022).

Subsidiaries of FinWise Bancorp

21.1 Subsidiaries of FinWise Bancorp (incorporated by reference to Exhibit 21.1 of the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commi ss ion on March 30, 2023) .

23.1* Consent of Moss Adams LLP.

1 unchanged sentence

31.2* Rule 13a-14(a) Certification of the Principal Financial Officer.

Section 1350 Certification of Chief Executive Officer and Chief Financial

32.1* Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.

F inWise Bancorp Compens ation Recoupment Policy.

101* Inline XBRL Interactive Data

2 unchanged sentences

* Filed herewith

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FINWISE BANCORP

4 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Kent Landvatter

President, Chief Executive Officer and Director

Signature Title Date

/s/ Kent Landvatter President, Chief Executive Officer and Director

(Principal Executive Officer)

Chairman of the Board

March 30, 2023

Chairman of the Board March 25, 2024

Kent Landvatter

/s/ Javvis Jacobson

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

March 30, 2023

/s/ Javvis Jacobson Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer) March 25, 2024

Javvis Jacobson

/s/ Howard I.

Vice Chairman of the Board

March 30, 2023

/s/ Alan Weichselbaum

March 30, 2023

Reynolds Vice Chairman of the Board March 25, 2024

/s/ Alan Weichselbaum Director March 25, 2024

Alan Weichselbaum

March 30, 2023

Giordano Director March 25, 2024

/s/ Thomas E.

March 30, 2023

/s/ Lisa Ann Nievaard

March 30, 2023

Director March 25, 2024

/s/ Lisa Ann Nievaard Director March 25, 2024

Lisa Ann Nievaard

/s/ Jeana Hutchings

March 30, 2023

/s/ Jeana Hutchings Director March 25, 2024

Jeana Hutchings

/s/ Gerald E.

March 30, 2023

Cunningham Director March 25, 2024

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 9A. Controls and Procedures