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Item 9A. Controls and Procedures

2025-03-26 compared with 2024-03-25 · 56 added, 39 removed, 118 unchanged (45% of the section changed)

1 unchanged sentence

a) Evaluation of Disclosure Controls and Procedures

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.

Our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Report.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including our Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

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

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OTHER INFORMATION

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.

None of our directors or officers have adopted , modified, or terminated a Rule 10b5-1(c) trading arrangement or a non-Rule 10b5-1 trading arrangement during the fiscal quarter ended December 31, 2024 .

Our directors and officers participate in certain of our benefit 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.

3 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 2024 Annual Meeting of Shareholders (the “Definitive Proxy Statement”) to be filed within 120 days following December 31, 2023 .

(d)(4), (d) (5), and 408(b) o f Regulation S-K is incorporated into this Form 10-K by reference to the Company’s definitive proxy statement for its 2025 Annual Meeting of Shareholders (the “Definitive Proxy Statement”) to be filed within 120 days following December 31, 2024 .

We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of our securities by directors, officers and employees that are designed to promote compliance with insider trading laws, rules and regulations and applicable Nasdaq listing standards, as well as procedures designed to further the foregoing purposes.

The definitive proxy statement will contain additional information relating to the Company’s Inside Information, Market Communications and Securities Trading Policy and Procedures, which information is incorporated herein by reference and filed with this Report as Exhibit 19.1.

EXECUTIVE COMPENSATION

The information required by Item 402 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, 2024 .

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER 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, 2024 .

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”.

The following table provides information as of December 31, 2024, with respect to the shares of our common stock that may be issued under our equity incentive plans approved or not approved by our shareholders, including individual compensation arrangements:

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

Equity compensation plans approved by security holders:

FinWise Bancorp 2016 Stock Option Plan 110,923 $ 5.61 2,189

FinWise Bancorp 2019 Stock Option Plan 1,227,531 $ 2.62 445,440

Equity compensation plans not approved by security holders (1)

250,914 $ 5.43 NA

Total 1,589,368 $ 3.27 447,629

(1) Includes (a) a grant to Kent Landvatter of an aggregate 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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements

The following consolidated financial statements of FinWise Bancorp are filed as part of this Report under Item 8.

Financial Statements and Supplementary Data:

Report of Independent Registered Public Accounting Firm (PCAOB ID 173)

Consolidated Balance Sheet

Consolidated Statements of Income

Consolidated Statements of Changes in Shareholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(a) The following documents are filed as part of this Report:

(1) Financial Statements.

See Part II, Item 8 of this Report.

(2) Financial Statement Schedules.

Financial statement schedules have been omitted in this Report because they are not applicable, not required under the instructions or the information requested is set forth in the financial statements or related notes thereto.

(3) Exhibits.

See Exhibit Index listed in Item 15(b) below for a list of those exhibits filed as part of this Report or incorporated by reference.

(b) Exhibits:

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333-257929)).

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).

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 (incorporated 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.

43 unchanged sentences

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).

10.24 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.

2 unchanged sentences

333-257929)).

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.

333-257929)).

10.26 Membership Interest Purchase Agreement dated as of July 25, 2023, among Business Funding Group, LLC, certain of its members named therein 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).

10.27 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.

4 unchanged sentences

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.

333-257929)).

10.30 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)).

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) .

10.31 Amendment to Membership Interest Purchase Agreement, dated as of January 26, 2024, among Business Funding Group, LLC, certain of its members named therein 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 January 29, 2024).

Offer Letter, dated as of January 30, 2024, between the Company and Robert E.

Wahlman (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 April 2, 2024).

FinWise Bancorp 2019 Stock Option Plan, as amended and restated (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 3, 2024).

Form of Employee Restricted Stock Agreement under the FinWise Bancorp 2019 Stock Option Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2024)

Form of Director Restricted Stock Agreement under the FinWise Bancorp 2019 Stock Option Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2024)

Third Amendment to Lease dated May 1 4 , 20 2 4, between FPA Sandy Mall Associates, LLC and FinWise Bank

Fourth Amendment to Lease dated March 10, 2025 , between FPA Sandy Mall Associates, LLC and FinWise Bank

Insider Trading Policy

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 Commission on March 30, 2023).

23.1* Consent of Moss Adams LLP.

2 unchanged sentences

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

F inWise Bancorp Compens ation Recoupment Policy.

97.1+ FinWise Bancorp Compensation Recoupment Policy (incorporated by reference to Exhibit 9 7.1 of the Registrant ’ s Annual Report on Form 10-K fi led with the Securities and Exchange Commission on March 25 , 202 4 ).

101* Inline XBRL Interactive Data

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* Filed herewith

** Furnished herewith

† Certain portions of this exhibit have been omitted pursuant to Regulation S-K, Item 601(b)(10)(iv).

FORM 10-K SUMMARY

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.

4 unchanged sentences

President and Chief Executive Officer

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.

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

Signature Title Date

3 unchanged sentences

Kent Landvatter

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

/s/ Robert Wahlman Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer) March 26, 2025

Javvis Jacobson

/s/ Howard I.

Reynolds Vice Chairman of the Board March 25, 2024

Robert Wahlman

/s/ Alan Weichselbaum Director March 26, 2025

Alan Weichselbaum

Giordano Director March 25, 2024

/s/ Thomas E.

7 unchanged sentences

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