FINW on Nasdaq

Finwise Bancorp

American state commercial bank based in Murray, listed on Nasdaq (FINW)1

In its 2026 annual report the company says: “We are a nationwide lender to consumers and small businesses. We have also deployed our own in-house technology to deliver loan and deposit solutions to our customers directly and through third parties.”4

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Last updated Oct 21, 2026.

Overview

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  • TickerFINW on Nasdaq1
  • IndustryState Commercial Banks1
  • HeadquartersMurray, Utah1
  • Incorporated inUT2
  • Business address756 East Winchester Street #100, Murray, Ut 841072
  • Filer categoryNon-accelerated filer, Smaller reporting company, Emerging growth company2
  • Legal formCorporation

We are FinWise Bancorp, a Utah bank holding company headquartered in Murray, Utah. We operate through our wholly-owned subsidiary, FinWise Bank, a Utah state-chartered bank. Our business is conducted through three reportable segments: traditional banking, banking as a service (“BaaS”) and treasury & administration. We currently operate one full-service banking location in Sandy, Utah. We are a nationwide lender to consumers and small businesses. We believe that traditional barriers to servicing banking customers have been substantially lowered due to technological advances in the distribution and management of banking products and services. We seek to capitalize on these advances by leveraging strategic relationships, as well as proprietary loan origination systems and data analytics technology, to expand our reach in marketing channels utilized and credit products offered. As a technolo…4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Net income5678$16.1M in 2025−49% since 2021
0$10.0M$20.0M$30.0M$40.0M2021: $31.6M$31.6M20212022: $25.1M$25.1M2022−20%2023: $17.5M$17.5M2023−30%2024: $12.7M$12.7M2024−27%2025: $16.1M$16.1M2025+26%

Every line of the income statement as filed: the last 2 fiscal years, latest first.8

Period ending2025-12-312024-12-31
Interest and fees on loans$87.1M$68.9M
Interest on securities$1.5M$897.0K
Other interest income$3.9M$4.6M
Total interest income$92.5M$74.4M
Interest on deposits$20.3M$15.4M
Total interest expense$20.3M$15.4M
Net interest income$72.2M$58.9M
Provision for credit losses$38.6M$11.6M
Net interest income after provision for credit losses$33.6M$47.3M
Strategic Program fees$22.0M$17.8M
Gain on sale of loans, net$6.4M$2.0M
SBA loan servicing fees, net-$156.0K$1.1M
Change in fair value on investment in BFG$1.3M-$625.0K
Credit enhancement income$23.9M$111.0K
Other miscellaneous income$5.0M$2.1M
Total non-interest income$58.5M$22.5M
Salaries and employee benefits$42.3M$35.2M
Professional services$3.6M$4.7M
Occupancy and equipment expenses$1.9M$2.2M
Credit enhancement servicing expense$1.2M$1.0K
Credit enhancement guarantee expense$8.5M$8.0K
Other operating expenses$12.8M$10.7M
Total non-interest expense$70.3M$52.8M
Income before income taxes$21.8M$17.0M
Provision for income taxes$5.7M$4.2M
Net income$16.1M$12.7M
Earnings per share, basic (in dollars per share)$1.20$0.98
Earnings per share, diluted (in dollars per share)$1.13$0.93
Weighted average shares outstanding, basic (in shares)12.8M shares12.6M shares
Weighted average number of shares outstanding, diluted (in shares)13.6M shares13.2M shares

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Corporate structure

Finwise Bancorp sits at the top of its group. 3 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Finwise Bancorp

  • WASATCH ADVISORS LP Filed SCHEDULE 13G/A on Finwise Bancorp, latest Feb 11, 2026 (2 filings since May 13, 2025)
  • AllianceBernstein Filed SCHEDULE 13G/A on Finwise Bancorp, latest May 14, 2025 (3 filings since Feb 14, 2023)
  • Kent Landvatter Filed SC 13G on Finwise Bancorp, latest Feb 13, 2024 (3 filings since Feb 14, 2022)
  • BASSWOOD CAPITAL MANAGEMENT, L.L.C. Filed SC 13G/A on Finwise Bancorp, latest Feb 12, 2024 (2 filings since Feb 10, 2023)
  • Jarret Prussin Filed SC 13G/A on Finwise Bancorp, latest Feb 6, 2024 (2 filings since May 16, 2023)
  • Menachem Wilenkin Filed SC 13G/A on Finwise Bancorp, latest Feb 6, 2024 (2 filings since May 16, 2023)
  • Finwise Bancorp Murray, Utah
    • FinWise Bank Subsidiary · Utah, United States
    • FinWise Investment, LLC Subsidiary · Utah, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Finwise Bancorp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$6.6M8 Dec 31, 2025$7.1M8 Dec 31, 2024−6.7%
Accumulated depreciation$4.1M8 Dec 31, 2025$3.5M8 Dec 31, 2024+15.0%
Property and equipment, net$2.5M8 Dec 31, 2025$3.5M8 Dec 31, 2024−28.4%
Operating-lease assets (leased space)$3.0M8 Dec 31, 2025$3.6M8 Dec 31, 2024−16.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$163.4M8 Dec 31, 2025$109.2M8 Dec 31, 2024+49.7%
Debt securities available for sale$27.8M8 Dec 31, 2025$29.9M8 Dec 31, 2024−7.3%
Loans, net of allowance$541.6M8 Dec 31, 2025$447.8M8 Dec 31, 2024+20.9%
Deposits held (banks)$754.6M8 Dec 31, 2025$545.0M8 Dec 31, 2024+38.5%

Properties, in its own words

Our headquarters office is currently located at 756 East Winchester, Suite 100, Murray, UT 84107. The following table summarizes pertinent details of our leased office properties.

Location · Owned/Leased · LeaseExpiration · Type of Office

The rest of Item 2

Murray, Utah · Leased · October 31, 2029 · Corporate Headquarters

Sandy, Utah · Leased · January 31, 2027 · Retail Bank Branch

We believe that the leases to which we are subject have terms that are generally consistent with prevailing market terms. None of the leases involve any of our directors, officers or beneficial owners of more than 5% of our voting securities or any affiliates of the foregoing. We believe that our facilities, which are used by each of our reportable segments, are in good condition and are adequate to meet our operating needs for the foreseeable future.

Item 2 of the 10-K filed Mar 23, 2026.4

Leadership

Who has led Finwise Bancorp, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (19)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerJames Ann Noone named Feb 8, 202434
  • Executive OfficerMichael Ann O'Brien named Feb 8, 202434

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • FinWise Bank Utah3
  • FinWise Investment, LLC Utah3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Jul 29, 20268-K Results of operations; Regulation FD disclosure35
  2. Jul 20, 20268-K Regulation FD disclosure36
  3. Jun 29, 20268-K Executive or director change; Shareholder vote37
  4. Jun 25, 20268-K Executive or director change; Shareholder vote38
  5. May 21, 20268-K Regulation FD disclosure39
  6. Apr 30, 20268-K Results of operations; Regulation FD disclosure40
  7. Apr 8, 20268-K Executive or director change; Regulation FD disclosure41
  8. Mar 26, 20268-K Regulation FD disclosure42
  9. Jan 29, 20268-K Results of operations; Regulation FD disclosure43
  10. Oct 29, 20258-K Results of operations; Regulation FD disclosure44
  11. Jul 24, 20258-K Results of operations; Regulation FD disclosure45
  12. Jun 30, 20258-K Regulation FD disclosure46
  13. Nov 18, 2021New chief executive Kent Landvatter becomes CEO11

Calendar

Coming up

  1. Oct 28, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.34 a share, on Oct 29, 2025.47

When it reported results

  1. Jul 29, 2026Reported quarterly or annual results35
  2. Apr 30, 2026Reported quarterly or annual results40
  3. Jan 29, 2026Reported quarterly or annual results43
  4. Oct 29, 2025Reported quarterly or annual results44
  5. Jul 24, 2025Reported quarterly or annual results45
  6. Apr 30, 2025Reported quarterly or annual results48
  7. Jan 30, 2025Reported quarterly or annual results49
  8. Oct 24, 2024Reported quarterly or annual results50

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

271 filings to the SEC since October 2021: 5 annual reports, 14 quarterly reports, 60 major events, 147 insider forms, 14 large holders, 1 private raises, 30 other. The latest 20:

  1. Aug 12, 202610-Q EDGAR
  2. Jul 29, 20264 EDGAR
  3. Jul 29, 20264 EDGAR
  4. Jul 29, 20264 EDGAR
  5. Jul 29, 20264 EDGAR
  6. Jul 29, 20264 EDGAR
  7. Jul 29, 20264 EDGAR
  8. Jul 29, 20264 EDGAR
  9. Jul 29, 20264 EDGAR
  10. Jul 29, 20264 EDGAR
  11. Jul 29, 20268-K EDGAR
  12. Jul 20, 20268-K EDGAR
  13. Jul 14, 2026S-8 EDGAR
  14. Jun 29, 20268-K/A EDGAR
  15. Jun 25, 20268-K EDGAR
  16. Jun 1, 20264 EDGAR
  17. Jun 1, 20264 EDGAR
  18. Jun 1, 20264 EDGAR
  19. Jun 1, 20264 EDGAR
  20. May 28, 20264 EDGAR

The 271 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

27 open-market trades by officers, directors and large owners since October 2021: 26 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Nov 3, 2025Keil RobertSale1,500$19.48$29.2KForm 4
Oct 31, 2025Reynolds Howard IDirectorBuy2,297$18.95$43.5KForm 4
Sep 5, 2025Giordano James NDirectorBuy2,500$19.32$48.3KForm 4
Mar 5, 2024Keil RobertBuy840$9.50$8.0KForm 4
Feb 22, 2024Keil RobertBuy1,000$9.55$9.6KForm 4
Oct 30, 2023Jacobson Javvis OCFO AND EXECUTIVE VPBuy100$8.45$845Form 4
Aug 15, 2023Giordano James NDirectorBuy3,000$10.32$31.0KForm 4
Dec 13, 2022Landvatter KentEXECUTIVE CHAIRMANBuy1,000$9.10$9.1KForm 4
Oct 28, 2022Cannon Dawn MSee RemarksBuy2,100$9.53$20.0KForm 4
Aug 1, 2022Jacobson Javvis OCFO AND EXECUTIVE VPBuy100$9.57$957Form 4
Jul 29, 2022OBrien Michael ChristopherSee RemarksBuy5,000$10.12$50.6KForm 4
Jul 29, 2022Jacobson Javvis OCFO AND EXECUTIVE VPBuy1,480$10.13$15.0KForm 4
Jul 29, 2022Landvatter KentEXECUTIVE CHAIRMANBuy4,963$10.00$49.6KForm 4
May 2, 2022Tilis DavidCSO AND SENIOR VPBuy3,050$14.96$45.6KForm 4
Nov 19, 2021Noone JamesCHIEF EXECUTIVE OFFICERBuy15,000$10.50$157.5KForm 4
Nov 19, 2021Tilis DavidCSO AND SENIOR VPBuy10,000$10.50$105.0KForm 4
Nov 19, 2021Giordano James NDirectorBuy10,000$10.50$105.0KForm 4
Nov 19, 2021Healey Russell Fred JrDirectorBuy10,000$10.50$105.0KForm 4
Nov 19, 2021Reynolds Howard IDirectorBuy8,000$10.50$84.0KForm 4
Nov 19, 2021Cannon Dawn MSee RemarksBuy2,500$10.50$26.2KForm 4

All 27 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025James F. NoonePresident and Chief Executive Officer of the Company and the Bank47$514.0K$2.5M57
2025Kent LandvatterExecutive Chairman of the Company and the Bank$589.1K$2.2M57
2025Robert WahlmanExecutive Vice President, Chief Financial Officer of the Company and the Bank70$409.8K$1.2M57
2024Kent LandvatterExecutive Chairman of the Company and the Bank$569.3K$1.9M57
2024James F. NoonePresident and Chief Executive Officer of the Company and the Bank47$470.8K$1.5M57
2024Robert WahlmanExecutive Vice President, Chief Financial Officer of the Company and the Bank70$315.8K$1.2M57

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$5.0M 2024–2024
Money received by yearMoney received by year, 2024–2024: $5.0M in all. Private raises (Form D) $5.0M.$0$2M$4M$6M2024 · Private raises (Form D): $5.0M2024
Figures by year
YearPrivate raises (Form D)Total
2024$5.0M$5.0M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Jan 26, 2024Raised $5 million in a private offering of equity34 Form D: 4 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 69. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Alliancebernstein L.P.814,507$12.9M0.0%+14,631
BlackRock, Inc.520,593$7.5M0.0%+64,355
Wasatch Advisors LP502,201$7.3M0.0%−99,915
Us Bancorp \de\469,048$6.8M0.0%No change
Vanguard Capital Management LLC391,576$5.7M0.0%+723
Geode Capital Management, LLC228,504$3.3M0.0%+28,534
Dimensional Fund Advisors LP118,796$1.7M0.0%+5,312
State Street Corp86,864$1.3M0.0%−944
Bridgeway Capital Management, LLC75,737$1.1M0.0%−8,152
Northern Trust Corp75,480$1.1M0.0%+7,602
Vanguard Portfolio Management LLC65,259$946.3K0.0%+10,696
Vanguard Fiduciary Trust Co63,942$927.2K0.0%+4,842
Emerald Mutual Fund Advisers Trust54,364$788.3K0.0%No change
PMC FIG Opportunities LLC50,000$725.0K1.2%New
Morgan Stanley40,710$590.3K0.0%+36,593
Smith, Moore & Co.38,000$551.0K0.0%No change
Militia Capital Management LLC35,576$515.9K0.1%−58,681
Tempus Wealth Planning, LLC28,022$406.3K0.1%No change
Charles Schwab Investment Management Inc27,944$405.2K0.0%+3,295
Renaissance Technologies LLC25,800$374.1K0.0%−2,226
Goldman Sachs Group Inc25,598$371.2K0.0%−11,645
Arcus Capital Partners, LLC25,140$364.5K0.2%+12,066
Scoggin Management LP25,000$362.5K0.1%New
EP Wealth Advisors, LLC23,806$345.2K0.0%+7
Empowered Funds, LLC23,537$341.3K0.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Finwise Bancorp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARFinwise Bancorp1
  • CIK0001856365
  • Employer ID (EIN)83-03566894
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inUtah4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6022 State Commercial Banks1
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance1
  • Business address756 East Winchester Street #100, Murray, UT 841071
  • Phone801-545-60031
  • Shares outstanding13,882,680 as of Aug 7, 202610
  • Public float$162.9M as of Jun 30, 20254
  • AuditorBaker Tilly US, LLP, Everett, Washington PCAOB ID 173; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceMay 13, 20211
  • Filings290 in all: 4 (123), 8-K (58), 3 (23), 10-Q (14), CORRESP (8), SC 13G (6), 10-K (5), DEF 14A (5)1
    All 32 form types

    SC 13G/A (5), ARS (4), DEFA14A (4), S-1/A (4), S-8 (4), DRSLTR (3), FWP (3), 8-K/A (2), EFFECT (2), SCHEDULE 13G/A (2), UPLOAD (2), 4/A (1), 424B4 (1), 8-A12B (1), CERT (1), D (1), DEFR14A (1), DRS (1), DRS/A (1), NT 10-Q (1), S-1 (1), S-1MEF (1), S-3 (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Mar 23, 2026
    Quarterly report (10-Q) Aug 12, 2026
    Proxy statement (DEF 14A) Apr 28, 2026
    Latest 8-K (8-K) Jul 29, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.001 per shareFINWThe NASDAQ Stock Market LLC

From the cover page of the 10-K filed Mar 23, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Finwise Bancorp names in Item 1A of its 10-K filed Mar 23, 2026: 66 risks under these headings, as written.4

  • Risks Related to Our Banking Business
  • Our business and operations in the financial services industry may be adversely affected in numerous and complex ways by weak economic conditions.
  • Our commercial and consumer banking clients who participate in our real estate lending program and SBA 7(a) lending program are concentrated in certain geographic areas and we are sensitive to adverse changes in those regional economies.
  • We face strong competition from financial services companies and other companies that offer banking services.
  • We may not be able to measure and limit our credit risk adequately, which could lead to unexpected losses.
  • Our ACL may prove to be insufficient to absorb potential losses in our loan portfolio.
  • Our SBA lending program is dependent upon the U.S. federal government, and we face specific risks associated with originating SBA loans.
  • We are subject to interest rate risk as fluctuations in interest rates may adversely affect our earnings.
  • We rely on BFG for loan referrals associated with our SBA 7(a) lending program, any disruption of that relationship may adversely impact our SBA lending business.
  • Negative changes in the economy affecting real estate values and liquidity could impair the value of collateral securing our real estate loans and result in loan and other losses.
  • Appraisals and other valuation techniques we use in evaluating and monitoring loans secured by real property, other real estate owned and repossessed business and personal property may not accurately describe the net value of the asset.
  • In the case of defaults on loans secured by real estate, we may be forced to foreclose on the collateral, subjecting us to the costs and potential risks associated with the ownership of the real property, or consumer protection initiatives or changes in state or federal law that may substantially raise the cost of foreclosure or prevent us from foreclosing at all.
The other 55 risks
  • Our origination of construction loans exposes us to increased lending risks.
  • The small- to medium-sized businesses that we lend to may have fewer resources to weather adverse business developments, which may impair our borrowers’ ability to repay loans.
  • Our concentration of large loans to a limited number of borrowers may increase our credit risk.
  • A lack of liquidity could impair our ability to fund operations and adversely impact our business, financial condition and results of operations.
  • We have a concentration of deposit accounts with our Strategic Program service providers that is a material source of our funding, and the loss of these deposits or default on letters of credit by these Strategic Program service providers could force us to fund our business through more expensive and less stable sources.
  • We may be subject to certain risks in connection with growing through mergers and acquisitions.
  • If we are unable to attract additional merchants and retain and grow our existing merchant relationships, our business, results of operations, financial condition, and future prospects could be materially and adversely affected.
  • New lines of business or new products and services may subject us to additional risks.
  • The failure to maintain effective internal control over financial reporting could impair the reliability of our financial statements, which in turn could harm our business, impair investor confidence in the accuracy and completeness of our financial reports and our access to the capital markets and cause the price of our common stock to decline and subject us to regulatory penalties.
  • The accuracy of our financial statements and related disclosures could be affected if the judgments, assumptions or estimates used in our critical accounting policies are inaccurate.
  • We implemented segment reporting into our financial results during the three months ended September 30, 2025 and this change to our financial reporting could be confusing to investors and may not have the desired effects.
  • We could recognize losses on investment securities held in our securities portfolio, particularly if interest rates increase or economic and market conditions deteriorate.
  • We are subject to certain operational risks, including, but not limited to, customer, employee or third-party fraud.
  • We rely heavily on our executive management team and other key employees, and we could be adversely affected by the unexpected loss of their services.
  • Negative public opinion regarding the Company or failure to maintain our reputation within the industries we serve and across our product lines could adversely affect our business and prevent us from growing our business.
  • We may be susceptible to deposit run-off risks, which could adversely affect our business and financial condition.
  • We may not be able to raise the additional capital needed, in absolute terms or on terms acceptable to us, to fund our growth strategy in the future if we continue to grow at our current pace.
  • Acts of war, global conflict, terrorism, geopolitical and other external events could impact our ability to conduct business.
  • Political differences within the federal government, both at the regulatory and Congressional level, create significant potential for major and abrupt shifts in federal policy regarding bank regulation, taxes, and the economy, any of which could have significant and adverse impacts on our business and financial performance.
  • We expect to derive a percentage of our deposits, total assets and income from deposit accounts generated through our Fintech Banking and Payment Solutions relationships.
  • Our agreements with Fintech Banking and Payment Solutions customers may expose us to credit risk.
  • Our agreements with Fintech Banking and Payment Solutions customers may produce limited revenue and may expose us to liability for compliance violations by Fintech Banking and Payment Solutions customer.
  • Risks Relating to Our Strategic Programs
  • The Bank and our Strategic Program service providers are subject to borrower protection laws and federal and state consumer protection laws and may be subject to public criticism by consumer advocacy groups.
  • If we are unable to maintain our relationships with our Strategic Program service providers, our business will suffer.
  • Inadequate oversight of our relationships with our Strategic Program service providers and POS merchants could result in regulatory actions against the Bank, which could adversely affect our business, financial condition and result of operations.
  • The regulatory framework for Strategic Programs is evolving and uncertain as federal and state agencies consider new laws to regulate online marketplaces such as ours, as well as the withdrawal of certain proposed rules. New laws and regulations, including taxes on services provided through Strategic Programs, as well as continued uncertainty regarding potential new laws or regulations, or the withdrawal or rescission of proposed or final rules, may negatively affect our business.
  • If the loans originated through a marketplace were found to violate a state’s usury laws and/or the Strategic Program’s service providers were determined to be the “true lender” of loans originated on their marketplaces we and our Strategic Program service providers may have to alter our business models and, consequently, our reputation, financial condition and results of operation could be harmed.
  • Fraudulent activity associated with a Strategic Program service provider could negatively impact operating results, brand and reputation and cause the use of a Strategic Program’s loan products and services to decrease and its fraud losses to increase.
  • We depend on the accuracy and completeness of information provided by our Fintech Banking and Payment Solutions service providers for our lending, payments and BIN programs.
  • Our credit enhancement arrangements with certain of our Strategic Program service providers exposes us to counterparty risk which may result in increased credit or fraud risk or losses to us.
  • Risks Related to Technology
  • System failure or cybersecurity breaches of our network security could subject us to increased operating costs as well as litigation and other potential losses.
  • Our proprietary technologies and analytic models have not yet been exposed to longer term down-cycle economic conditions. If these do not, or are perceived not to, accurately gather and interpret performance data for loans and identify attractive risk-adjusted market sectors, our performance may be worse than anticipated.
  • We may not be able to protect our intellectual property rights, including our proprietary technologies and analytic models, and may become involved in lawsuits to protect or enforce our proprietary rights and information, which could be expensive, time consuming and unsuccessful.
  • We may not have the resources to keep pace with rapid technological changes in the industry or implement new technology effectively.
  • The development and use of artificial intelligence present risks and challenges that may adversely impact our business.
  • Our operations could be interrupted if our third-party service providers or Strategic Program service providers experience operational or other systems difficulties or terminate their services.
  • Risks Related to Regulatory, Legal and Compliance
  • We are subject to substantial regulation, which increases the cost and expense of regulatory compliance and therefore reduces our net income and may negatively impact our opportunity to grow our business.
  • Legislative and regulatory actions taken now or in the future, including deregulation, may increase our competition and costs and impact our business, governance structure, financial condition or results of operations.
  • Due to Section 162(m) of the Internal Revenue Code (the “Code”), we may not be able to deduct all of the compensation of some executives, including executives of companies we may acquire in the future.
  • Because of the Dodd-Frank Act and related rulemaking, the Company is subject to more stringent capital requirements.
  • Federal and state banking agencies periodically conduct examinations of our business, including our compliance with laws and regulations, and our failure to comply with any regulatory actions, if any, could adversely impact us.
  • Financial institutions, such as the Bank, face risks of noncompliance and enforcement actions related to the Bank Secrecy Act and other anti-money laundering statutes and regulations.
  • Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and adversely affect our business opportunities.
  • We are subject to numerous laws and regulations, designed to protect consumers, including the Community Reinvestment Act and fair lending laws, and failure to comply with these laws or regulations could lead to a wide variety of sanctions.
  • We may be subject to liability for potential violations of predatory lending laws, which could adversely impact our results of operations, financial condition and business.
  • Regulatory agencies and consumer advocacy groups have asserted claims that the practices of lenders and loan servicers result in a disparate impact on protected classes.
  • Increases in FDIC insurance premiums could adversely affect our earnings and results of operations.
  • Climate change and related legislative and regulatory initiatives may materially affect our business and results of operations.
  • Evolving ESG expectations could increase our costs and risks.
  • Risks Related to Ownership of Our Common Stock
  • The market price of our common stock may be subject to substantial fluctuations, which may make it difficult for you to sell your shares at the volume, prices and times desired.
  • Our executive management and board of directors have significant control over our business.
  • We are an emerging growth company and smaller reporting company, and the reduced regulatory and reporting requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors.
  • Provisions in our governing documents and Utah law may have an anti-takeover effect, and there are substantial regulatory limitations on changes of control of bank holding companies.
  • Our Articles and Bylaws contain an exclusive forum provision that limits the judicial forums where our shareholders may initiate derivative actions and certain other legal proceedings against us and our directors and officers.
  • Our common stock is not an insured deposit and is subject to risk of loss.

Legal proceedings

Between July and August 2025, several lawsuits were filed against the Company in the United States District Court for the District of Utah. The complaints generally assert claims of negligence, breach of implied contract and unjust enrichment, on behalf of various classes of putative individuals who claimed to have been harmed in connection with an alleged data breach involving the Company. The plaintiffs are seeking equitable and injunctive relief as well as an unspecified amount of monetary damages in connection with their claims, which include an award of attorneys’ fees and costs. On October 3, 2025, the Court entered an Order consolidating the pending cases and all subsequently filed putative class actions involving the same or substantially the same obligations into the pending matter into Minter et. al v. FinWise Bank et. al, Case No.

2:25-cv-00569-JNP-CMR. The Company has disputed the claims and is vigorously defending the lawsuit. The parties engaged in voluntary mediation on March 17, 2026, but were unable to reach an agreement on that date.

The outcome of the pending litigation described above is uncertain. We intend to defend vigorously against the foregoing pending lawsuit and any other lawsuits as they may arise in the ordinary course of business. However, litigation is inherently uncertain, and we are unable to predict the outcome of these lawsuits. We also cannot provide any assurance that the ultimate resolution of any lawsuits will not have a material adverse effect on our reputation, business, prospects, results of operations or financial condition. For additional information concerning contingencies and uncertainties, see Note 9 - Commitments and Contingencies, of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Report.

The opening of Item 3, Legal Proceedings.4

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