16 unchanged sentences
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, 2025 .
−Removed: 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.
−Removed: 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
4 unchanged sentences
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.
−Removed: 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.
+Added: This insider trading policy is filed as Exhibit 19.1 to this Form 10-K.
+Added: 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.
EXECUTIVE COMPENSATION
19 unchanged sentences
Total 1,377,712 $ 3.10 124,806
−Removed: (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.
−Removed: Cunningham of an aggregate of 18,000 non-qualified stock options, (f) grants to Thomas E.
−Removed: Gibson of an aggregate of 18,000 non-qualified stock options, (g) grants to James N.
−Removed: 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.
+Added: (1) Includes (a) a grant to Kent Landvatter of an aggregate 40,914 non-qualified stock options, (b) a grant to James Noone of 60,000 non-qualified stock options, (c) grants to Howard Reynolds of an aggregate of 18,000 non-qualified stock options, (d) grants to Gerald E.
+Added: Cunningham of an aggregate of 18,000 non-qualified stock options, (e) grants to Thomas E.
+Added: Gibson of an aggregate of 9,000 non-qualified stock options, (f) grants to James N.
+Added: Giordano of an aggregate of 18,000 non-qualified stock options, (g) grants to Jeana Hutchings of an aggregate of 9,000 non-qualified stock options and (h) grants to Lisa Ann Nievaard of an aggregate of 9,000 non-qualified stock options.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
14 unchanged sentences
333-257929)).
−Removed: 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).
+Added: 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 April 22, 2025).
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).
9 unchanged sentences
333-257929)).
−Removed: 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.
−Removed: 333-257929)).
10.5+ 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.
14 unchanged sentences
333-262531)).
−Removed: 10.14+ 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.
−Removed: 333-262531)).
10.13+ 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.
27 unchanged sentences
10.29 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).
−Removed: Offer Letter, dated as of January 30, 2024, between the Company and Robert E.
−Removed: 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).
10.30+ 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).
1 unchanged sentence
10.32+ 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) .
−Removed: Third Amendment to Lease dated May 1 4 , 20 2 4, between FPA Sandy Mall Associates, LLC and FinWise Bank
−Removed: Fourth Amendment to Lease dated March 10, 2025 , between FPA Sandy Mall Associates, LLC and FinWise Bank
−Removed: Insider Trading Policy
−Removed: 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).
−Removed: 23.1* Consent of Moss Adams LLP.
+Added: 10.33† Third Amendment to Lease dated May 14, 2024, between FPA Sandy Mall Associates, LLC and FinWise Bank (incorporated by reference to Exhibit 10.36 of the Re gistrant ’ s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2025).
+Added: 10.34† Fourth Amendment to Lease dated March 10, 2025, between FPA Sandy Mall Associates, LLC and FinWise Bank (incorporated by reference to Exhibit 10.3 7 of the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2025).
+Added: 10.35 FinWise Bancorp 2019 Stock 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 April 22, 2025).
+Added: 10.36 FinWise Bancorp 2016 Stock Plan (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2025).
+Added: 19.1 Insider Trading Policy ( incorporated by reference to Exhibit 19.1 of the Re gistrants A n nual Report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2025).
+Added: 21.1* Subsidiaries of FinWise Bancorp.
+Added: 23.1* Consent of Baker Tilly US , LLP
31.1* Rule 13a-14(a) Certification of the Principal Executive Officer.
1 unchanged sentence
32.1** Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.
−Removed: 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 ).
+Added: 97.1+ FinWise Bancorp Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 of the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 25, 2024).
101* Inline XBRL Interactive Data
10 unchanged sentences
Kent Landvatter
−Removed: President and Chief Executive Officer
+Added: Chief Executive Officer
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
−Removed: /s/ Kent Landvatter President, Chief Executive Officer and Director
+Added: /s/ Kent Landvatter Chief Executive Officer and Director
(Principal Executive Officer)
6 unchanged sentences
Alan Weichselbaum
−Removed: /s/ Thomas E.
−Removed: Director March 26, 2025
+Added: Giordano Director March 20, 2026
/s/ Lisa Ann Nievaard Director March 20, 2026
4 unchanged sentences
Cunningham Director March 20, 2026
+Added: /s/ Susan Ehrlich Director March 20, 2026
+Added: Susan Ehrlich
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.