finw-20250331

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________________________________

FORM 10-Q

__________________________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to ______.

Commission File Number: 001-40721

__________________________________________________

FINWISE BANCORP

(Exact Name of Registrant as Specified in its Charter)

__________________________________________________


Utah			83-0356689
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
756 East Winchester, Suite 100
Murray, Utah			84107
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (801) 501-7200

__________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

FINW

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of May 8, 2025, the registrant had 13,214,827 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents

FinWise Bancorp

Table of Contents


		Page

	Cautionary Note Regarding Forward-Looking Statements	3

PART I.	FINANCIAL INFORMATION	6

Item 1.	Financial Statements (Unaudited)	6
	Consolidated Balance Sheets	6
	Consolidated Statements of Income	7
	Consolidated Statements of Comprehensive Income	8
	Consolidated Statement of Changes in Shareholders’ Equity	9
	Consolidated Statements of Cash Flows	10
	Notes to Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	57
Item 4.	Controls and Procedures	59

PART II.	OTHER INFORMATION	60

Item 1.	Legal Proceedings	60
Item 1A.	Risk Factors	60
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3.	Defaults Upon Senior Securities	60
Item 4.	Mine Safety Disclosures	61
Item 5.	Other Information	61
Item 6.	Exhibits	61
S IGNATURES		62

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

In this Quarterly Report on Form 10-Q (this “Report”), unless we state otherwise or the context otherwise requires, references to “we,” “our,” “us,” “the Company” and “FinWise Bancorp” refer to FinWise Bancorp and its wholly owned subsidiaries, FinWise Bank (which we sometimes refer to as “FinWise Bank,” “FinWise,” “the Bank” or “our Bank,”) and FinWise Investment, LLC.

This Report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “projection,” “forecast,” “budget,” “goal,” “target,” “would,” “aim” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry and management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. The inclusion of these forward-looking statements should not be regarded as a representation by us or any other person that such expectations, estimates and projections will be achieved. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

The following factors, among others, could cause our financial performance to differ materially from that expressed in such forward-looking statements, including, but not limited to, the following:

•the success of the financial technology and banking-as-a-service (“BaaS”) industries, as well as the continued evolution of the regulation of these industries;

•the ability of our Fintech Banking and Payment Solutions service providers to comply with regulatory regimes, and our ability to adequately oversee and monitor our Fintech Banking and Payment Solutions service providers;

•our ability to maintain and grow our relationships with our service providers;

•changes in the laws, rules, regulations, interpretations or policies relating to financial institutions, accounting, tax, trade, tariffs, monetary and fiscal matters, including the application of interest rate caps or maximums;

•our ability to keep pace with rapid technological changes in the industry or implement new technology effectively;

•system failure or cybersecurity breaches of our network security;

•potential exposure to fraud, negligence, computer theft and cyber-crime and other disruptions in our computer systems relating to our development and use of new technology platforms;

•our reliance on third-party service providers for core systems support, informational website hosting, internet services, online account opening and other processing services;

•general economic, political and business conditions, either nationally or in our market areas;

•increased national or regional competition in the financial services industry;

•our ability to measure and manage our credit risk effectively and the potential deterioration of the business and economic conditions in our primary market areas;

•the adequacy of our risk management framework;

•the adequacy of our allowance for credit losses (“ACL”);

•the financial soundness of other financial institutions;

•changes in Small Business Administration (“SBA”) rules, regulations and loan products, including specifically the Section 7(a) program, or changes to the status of the Bank as an SBA Preferred Lender;

Table of Contents

•changes in the existing regulatory framework for brokered deposits and potential reclassification of certain BaaS deposits as brokered deposits in light of proposed rulemaking or application of the current deposit framework by the Federal Deposit Insurance Corporation (“FDIC”) to the Bank's BaaS deposits;

•the value of collateral securing our loans;

•our levels of nonperforming assets;

•losses from loan defaults;

•our ability to protect our intellectual property and the risks we face with respect to claims and litigation initiated against us;

•our ability to implement our growth strategy;

•our ability to continue to launch new products or services successfully;

•the concentration of our lending and depositor relationships through Strategic Programs in the financial technology industry generally;

•interest rate, volatility and liquidity risks;

•the effectiveness of our internal control over financial reporting and our ability to remediate any future material weakness in our internal control over financial reporting;

•dependence on our management team and changes in management composition;

•the sufficiency of our capital;

•compliance with laws and regulations, supervisory actions, the Dodd-Frank Act, capital requirements, the Bank Secrecy Act, and other anti-money laundering laws, predatory lending laws, and other statutes and regulations;

•our ability to maintain a strong core deposit base or other low-cost funding sources;

•results of examinations of us by our regulators;

•our involvement from time to time in legal proceedings;

•natural disasters and adverse weather, acts of terrorism, pandemics, an outbreak of hostilities or other international or domestic calamities, and other matters beyond our control;

•future equity and debt issuances;

•that the anticipated benefits new lines of business that we may enter or investments or acquisitions we may make are not realized within the expected time frame or at all as a result of such things as the strength or weakness of the economy and competitive factors in the areas where we and such other businesses operate;

•further negative ratings outlooks or downgrades of the U.S.’s long-term credit rating;

•changes in legislative, regulatory or tax priorities;

•reductions in staffing at U.S. governmental agencies;

•potential government shutdowns or political impasses, including with respect to the U.S. debt ceiling and federal budget; and

•other factors listed from time to time in our filings with the Securities and Exchange Commission (the “SEC”), including, without limitation, this Report, our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) and subsequent reports on Form 10-Q and Form 8-K.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Report, including those discussed in the section entitled “Risk Factors.” If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from our forward-looking statements. Accordingly, you should not place undue reliance on

Table of Contents

any such forward-looking statements. Any forward-looking statements are based on information available to the Company as of the filing date of this Report, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether because of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for us to predict their occurrence. In addition, we cannot assess the impact of each risk and uncertainty on our business or the extent to which any risk or uncertainty, or combination of risks and uncertainties, may cause actual results to differ materially from those contained in any forward-looking statements.

Table of Contents

PART I FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

FinWise Bancorp

Consolidated Balance Sheets

(in thousands, except share and par value amounts)


	March 31,		December 31,
	2025		2024
ASSETS	(Unaudited)
Cash and cash equivalents
Cash and due from banks	$	8,155	$	9,600
Interest-bearing deposits in other banks (restricted cash of $3.2 million and $3.1 million, respectively)	112,117		99,562
Total cash and cash equivalents	120,272		109,162
Investment securities available-for-sale, at fair value, net of allowance for credit losses of $0, (amortized cost of $30.0 million and $30.0 million, respectively)	30,138		29,930
Investment securities held-to-maturity, net of allowance for credit losses of $0, (fair value of $10.8 million and $11.1 million, respectively)	12,008		12,565
Investment in Federal Home Loan Bank (“FHLB”) stock, at cost	440		349
Strategic Program loans held-for-sale, at lower of cost or fair value	118,769		91,588
Loans held-for-investment, net of allowance for credit losses of $14.2 million and $13.2 million, respectively	472,402		447,812
Credit enhancement asset	195		111
Premises and equipment, net	3,123		3,548
Assets subject to operating leases, net of accumulated depreciation of $3.2 million and $2.7 million, respectively	10,767		10,176
Accrued interest receivable	2,708		3,566
Deferred income taxes, net	290		—
Small Business Administration (“SBA”) servicing asset, net	3,331		3,273
Investment in Business Funding Group (“BFG”), at fair value	8,100		7,700
Operating lease right-of-use (“ROU”) assets	3,555		3,564
Income taxes receivable, net	3,353		8,868
Other assets	14,678		13,764
Total assets	$	804,129	$	745,976

LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Deposits
Noninterest-bearing	$	123,322	$	126,782
Interest-bearing	482,437		418,170
Total deposits	605,759		544,952
Accrued interest payable	2,750		1,494
Income taxes payable, net	962		4,423
Deferred income taxes, net	—		899
Operating lease liabilities	5,226		5,302
Other liabilities	12,071		15,186
Total liabilities	626,768		572,256

Commitments and contingencies (Note 6)

Shareholders’ equity
Preferred stock, $0.001 par value, 4,000,000 authorized; no shares issued and outstanding as of March 31, 2025 and December 31, 2024	—		—
Common stock, $0.001 par value, 40,000,000 shares authorized; 13,216,903 and 13,211,640 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	13		13
Additional paid-in-capital	57,548		56,926
Retained earnings	119,781		116,594
Accumulated other comprehensive income, net of tax	19		187
Total shareholders’ equity	177,361		173,720
Total liabilities and shareholders’ equity	$	804,129	$	745,976

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

FinWise Bancorp

Consolidated Statements of Income (Unaudited)

(in thousands, except share and per share amounts)


	Three Months Ended March 31,
	2025		2024
Interest income
Interest and fees on loans	$	17,155	$	16,035
Interest on securities	390		101
Other interest income	991		1,509
Total interest income	18,536		17,645

Interest expense
Interest on deposits	4,256		3,639
Total interest expense	4,256		3,639
Net interest income	14,280		14,006

Provision for credit losses	3,336		3,154
Net interest income after provision for credit losses	10,944		10,852

Non-interest income
Strategic Program fees	4,962		3,965
Gain on sale of loans, net	846		415
SBA loan servicing fees, net	178		664
Change in fair value on investment in BFG	400		(124)
Credit enhancement income	85		—
Other miscellaneous income	1,339		742
Total non-interest income	7,810		5,662

Non-interest expense
Salaries and employee benefits	9,826		7,562
Professional services	907		1,567
Occupancy and equipment expenses	543		544

Credit enhancement expense	11		—
Other operating expenses	3,031		2,332
Total non-interest expense	14,318		12,005
Income before income taxes	4,436		4,509
Provision for income taxes	1,247		1,194
Net income	$	3,189	$	3,315

Earnings per share, basic	$	0.24	$	0.26
Earnings per share, diluted	$	0.23	$	0.25

Weighted average shares outstanding, basic	12,716,155		12,502,448
Weighted average shares outstanding, diluted	13,483,647		13,041,605

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

FinWise Bancorp

Consolidated Statements of Comprehensive Income (Unaudited)

(in thousands)


	Three Months Ended March 31,
	2025		2024
Net income	$	3,189	$	3,315
Other comprehensive income items, net of tax:
Unrealized gain on securities available-for-sale	$	203	$	—
Tax effect	(45)		—
Unrealized loss on interest rate swaps	(254)		—
Recognition of previously unrealized gain on interest rate swaps in net income	(113)		—
Tax effect	41		—
Other comprehensive loss, net of tax	(168)		—
Comprehensive income	$	3,021	$	3,315

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

FinWise Bancorp

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

(in thousands, except share amounts)

Three Months Ended March 31, 2025


	Common Stock
	Shares	Amount		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income, Net of Tax		Total Shareholders’ Equity
Balance at December 31, 2024	13,211,640	$	13	$	56,926	$	116,594	$	187	$	173,720
Stock-based compensation expense	—	—		600		—		—		600

Stock options exercised, net	5,263	—		22		(2)		—		20

Other comprehensive loss	—	—		—		—		(168)		(168)
Net income	—	—		—		3,189		—		3,189
Balance at March 31, 2025	13,216,903	$	13	$	57,548	$	119,781	$	19	$	177,361

Three Months Ended March 31, 2024


	Common Stock
	Shares	Amount		Additional Paid-In Capital		Retained Earnings		Total Shareholders’ Equity
Balance at December 31, 2023	12,493,565	$	12	$	51,200	$	103,844	$	155,056
Stock-based compensation expense	(25,389)	—		150		—		150
Common stock repurchased and retired	(17,697)	—		(186)		6		(180)
Stock options exercised, net	3,900	—		16		—		16
BFG ownership purchase	339,176	1		4,124		—		4,125
Net income	—	—		—		3,315		3,315
Balance at March 31, 2024	12,793,555	$	13	$	55,304	$	107,165	$	162,482

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

FinWise Bancorp

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	Three Months Ended March 31,
	2025		2024
Cash flows from operating activities:
Net income	$	3,189	$	3,315

Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization	1,377		1,077
Provision for credit losses	3,336		3,154
Noncash operating lease cost	9		189
Net (accretion) amortization of securities (discounts) and premiums	(8)		(3)
Additions to servicing asset	(315)		—
Gain on sale of loans, net	(846)		(415)
Originations of Strategic Program loans held-for-sale	(1,180,397)		(1,072,251)
Proceeds from sale of Strategic Program loans held-for-sale	1,153,388		1,064,818
Change in fair value of BFG	(400)		334
Recovery of SBA servicing asset	(80)		(198)
Stock-based compensation expense	600		150

Deferred income taxes	(1,194)		(240)
Net changes in:
Accrued interest receivable	858		144
Other assets	4,321		3,696
Accrued interest payable	1,256		(31)
Operating lease liabilities	(76)		(250)
Other liabilities	(6,626)		(1,732)
Net cash (used in) provided by operating activities	(21,608)		1,757

Cash flows from investing activities:
Net increase in loans receivable	(17,099)		(10,603)
Purchase of lease pools	(10,124)		(10,677)
Purchase of equipment and lease equipment, net	(1,642)		(1,189)

Proceeds from sales of assets subject to operating leases	287		—
Proceeds from maturities and paydowns of securities held-to-maturity	560		571

Purchase of FHLB stock	(90)		(111)
Net cash used in investing activities	(28,108)		(22,009)

Cash flows from financing activities:
Net increase in deposits	60,806		19,263
Common stock repurchased	—		(180)
Proceeds from exercise of stock options	20		16
Repayment of PPP Liquidity Facility	—		(32)
Net cash provided by financing activities	60,826		19,067

Net change in cash and cash equivalents and restricted cash	11,110		(1,185)
Cash, cash equivalents and restricted cash, beginning of the period	109,162		116,975
Cash, cash equivalents and restricted cash, end of the period	$	120,272	$	115,790

Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	412	$	98
Cash paid for interest	$	3,000	$	3,670

Supplemental disclosures of noncash investing and financing activities:
Increase in BFG investment in exchange for shares of the Company’s common stock	$	—	$	4,125

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

FinWise Bancorp

Notes to Consolidated Financial Statements (Unaudited)

Note 1 – Business, Basis of Presentation, and Summary of Significant Accounting Policies

Nature of Business and Organization – FinWise Bancorp is a Utah bank holding company headquartered in Murray, Utah and operates all business activities through its wholly-owned subsidiaries, FinWise Bank (“Bank”) and FinWise Investment, LLC. The Bank provides a full range of banking services to individual and commercial customers and provides banking and payments solutions to fintech brands. As a technology-focused bank, the Bank also has established Strategic Programs with various third-party platforms that use technology to streamline the origination of consumer and business loans and process payments. FinWise Investment, LLC’s purpose is to hold and manage private investments made by the Company and the Bank.

References to “FinWise Bancorp,” “Bancorp” or the “holding company,” refer to FinWise Bancorp on a standalone basis. References to the “Company” refer to FinWise Bancorp, FinWise Bank, and FinWise Investment, LLC collectively and on a consolidated basis.

Basis of Presentation – The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the statements do not include all of the information and footnotes required by GAAP for complete financial statements. All significant inter-company transactions have been eliminated in consolidation. In the opinion of management, all the adjustments (consisting of normal and recurring adjustments) necessary for the fair statement of the consolidated financial condition and the consolidated results of operations for the periods presented have been included. The results of operations and other data presented for the three months ended March 31, 2025 are not necessarily indicative of the results of operations that may be expected for subsequent periods or the full year results. The consolidated balance sheet data as of December 31, 2024 was derived from audited financial statements; however, the accompanying notes to the unaudited consolidated financial statements do not include all of the annual disclosures required by GAAP and should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Reclassifications – Reclassifications have been made to the interim consolidated financial statements to conform to the current year’s presentation. Certain of these reclassifications relate to the change in fair value of the SBA servicing asset, which was reclassified from non-interest expense to non-interest income to better align with the SBA servicing asset revenue and the associated costs. The effect of these reclassifications were not material to the previously reported interim consolidated financial statements.

Use of Estimates – In preparing the interim consolidated financial statements in accordance with GAAP, management is required to make estimates and assumptions that affect the reported amounts of certain assets and liabilities as of the date of the consolidated balance sheets and certain revenues and expenses for the period. Actual results could differ, either positively or negatively, from those estimates.

Stock Repurchase Program – On March 7, 2024, the Company announced that its Board of Directors (the “Board”) had authorized, effective March 6, 2024, a common stock repurchase program to purchase up to 641,832 shares of the Company’s common stock in the aggregate. The repurchase program authorizes the repurchase by the Company of its common stock in open market transactions, including pursuant to a trading plan in accordance with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or privately negotiated transactions. Repurchases could also be made pursuant to a trading plan under Rule 10b5-1 under the Exchange Act, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions. The Share Repurchase Committee, designated by the Board of Directors, will determine the actual timing, number and value of any shares repurchased in its discretion depending on a variety of factors, including but not limited to, the market price and trading volume of the Company’s common stock, general market and economic conditions, the ongoing assessment of the Company’s capital needs, and applicable legal and regulatory requirements. The repurchase program does not obligate the Company to purchase any particular number of shares and may be limited or terminated at any time at the Company’s discretion without notice. During the three months ended March 31, 2025, there were no open-market share repurchases. Since the repurchase program’s inception, the Company has repurchased and subsequently retired a total of 44,608 shares for $0.5 million at an average price of $10.30 per share.

Table of Contents

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. ASU 2023-09 improves the transparency of annual income tax disclosures by requiring entities to provide greater disaggregation of information on income taxes paid and on the rate reconciliation disclosures. This pronouncement also requires qualitative discussion of the primary state and local jurisdictions for income taxes and the type of reconciling categories. The Company adopted ASU 2023-09 effective January 1, 2025 and will include the incremental disclosures in its Annual Report on Form 10-K for the year ended December 31, 2025.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires additional disclosure of the nature of expenses included in the income statement. The standard requires disclosures about specific types of expenses included in the expense captions presented in the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its disclosures.

Note 2 – Investments

Investment Securities Available-for-Sale, at Fair Value

The Company’s available-for-sale (“AFS”) investment portfolio consists of U.S. Treasury securities. The Company reports debt securities AFS on the Company’s Consolidated Balance Sheets at fair value. The amortized cost, gross unrealized gains and losses, and estimated fair value of investment securities AFS as of March 31, 2025 and December 31, 2024, are summarized as follows:


	March 31, 2025
($ in thousands)	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
U.S. Treasury securities	$	30,032	$	106	$	—	$	30,138


	December 31, 2024
($ in thousands)	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
U.S. Treasury securities	$	30,027	$	4	$	(101)	$	29,930

The following table presents the amortized cost and estimated fair value of investment securities AFS as of the periods ended, by contractual maturity:


	March 31, 2025				December 31, 2024
($ in thousands)	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year or less	$	2,488	$	2,489	$	2,478	$	2,482
Due after one year through five years	27,544		27,649		27,549		27,448


Total securities AFS	$	30,032	$	30,138	$	30,027	$	29,930

At March 31, 2025, debt securities AFS in the amount of $30.0 million were pledged as collateral for a credit line held by the Bank.

Accrued interest receivable on debt securities AFS totaled $0.2 million and $0.5 million at March 31, 2025 and December 31, 2024, respectively, and was included in accrued interest receivable on the Consolidated Balance Sheets.

Table of Contents

Investment Securities Held-to-Maturity, at Cost

The Company's held-to-maturity (“HTM”) investment portfolio consists of agency mortgage-backed securities and agency collateralized mortgage obligations. The Company reports debt securities HTM on the Company's Consolidated Balance Sheets at carrying value which is amortized cost. The amortized cost, unrealized gains and losses, and estimated fair values of the Company’s debt securities HTM at March 31, 2025 and December 31, 2024, are summarized as follows:


	March 31, 2025
($ in thousands)	Amortized Cost		Allowance for Credit Losses		Unrealized Gain		Unrealized Loss		Estimated Fair Value
Mortgage-backed securities	$	5,683	$	—	$	—	$	(637)	$	5,046
Collateralized mortgage obligations	6,325		—		7		(625)		5,707
Total securities held-to-maturity	$	12,008	$	—	$	7	$	(1,262)	$	10,753


	December 31, 2024
($ in thousands)	Amortized Cost		Allowance for Credit Losses		Unrealized Gain		Unrealized Loss		Estimated Fair Value
Mortgage-backed securities	$	5,910	$	—	$	—	$	(746)	$	5,164
Collateralized mortgage obligations	6,655		—		8		(770)		5,893
Total securities held-to-maturity	$	12,565	$	—	$	8	$	(1,516)	$	11,057

Credit Quality Indicators & Allowance for Credit Losses - HTM and AFS

For debt securities HTM and AFS, the Company evaluates the credit risk of its securities on at least a quarterly basis. The Company estimates expected credit losses on debt securities HTM and AFS on a collective basis by major security type. Accrued interest receivable on debt securities HTM and AFS is excluded from the estimate of credit losses. At March 31, 2025 and December 31, 2024, there was no ACL related to debt securities HTM or AFS due to the composition of the portfolio which is generally considered not to have credit risk given the United States government issuance or guarantee associated with these agency securities.

The Company had eighteen securities, consisting of eight collateralized mortgage obligations and ten mortgage-backed securities, in an unrealized loss position at March 31, 2025 and twenty-two securities, consisting of eight collateralized mortgage obligations, ten mortgage-backed securities and four U.S. Treasury securities, in an unrealized loss position at December 31, 2024. The following table presents the estimated fair value and gross unrealized losses of debt securities HTM and AFS, aggregated by category and length of time in a continuous unrealized loss position at March 31, 2025 and December 31, 2024:


	March 31, 2025
	Less than 12 months				12 Months or More				Total
($ in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses




Held-to-maturity:
Mortgage-backed securities	$	447	$	(10)	$	4,599	$	(627)	$	5,046	$	(637)
Collateralized mortgage obligations	624		(8)		3,606		(617)		4,230		(625)
Total	$	1,071	$	(18)	$	8,205	$	(1,244)	$	9,276	$	(1,262)

Table of Contents


	December 31, 2024
	Less than 12 months				12 Months or More				Total
($ in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Available-for-sale:
U.S. Treasury securities	$	27,448	$	(101)	$	—	$	—	$	27,448	$	(101)
Total	$	27,448	$	(101)	$	—	$	—	$	27,448	$	(101)

Held-to-maturity:
Mortgage-backed securities	$	—	$	—	$	5,164	$	(746)	$	5,164	$	(746)
Collateralized mortgage obligations	633		(17)		3,588		(753)		4,221		(770)
Total	$	633	$	(17)	$	8,752	$	(1,499)	$	9,385	$	(1,516)

The amortized cost and estimated market value of debt securities HTM at March 31, 2025 and December 31, 2024, by contractual maturity are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	March 31, 2025				December 31, 2024
($ in thousands)	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Securities held-to-maturity
Due in one year or less	$	—	$	—	$	—	$	—
Due after one year through five years	1,281		1,228		1,365		1,301
Due after five years through ten years	766		707		807		734
Due after ten years	9,961		8,818		10,393		9,022
Total securities held-to-maturity	$	12,008	$	10,753	$	12,565	$	11,057

At March 31, 2025, debt securities HTM in the amount of $12.0 million were pledged as collateral for a credit line held by the Bank. There were no sales or transfers of investment securities and no realized gains or losses on these securities during the three months ended March 31, 2025 or 2024.

FHLB Stock

The Bank is a member of the FHLB system. As a member, the Bank is required to maintain a minimum level of investment in FHLB stock based on a percentage of the Bank’s previous year-end assets and the Bank’s FHLB advances outstanding. At March 31, 2025 and December 31, 2024, the Bank owned $0.4 million and $0.3 million, respectively, of FHLB stock, which is carried at cost. The Company evaluated the carrying value of its FHLB stock investment at March 31, 2025 and determined that it was not impaired. This evaluation considered the long-term nature of the investment, the current financial and liquidity position of the FHLB, repurchase activity of excess stock by the FHLB at its carrying value, the return on the investment from recurring and special dividends, and the Company’s intent and ability to hold this investment for a period of time sufficient to recover its recorded investment.

Table of Contents

Note 3 – Loans

Loans held-for-investment outstanding by general ledger classification as of March 31, 2025 and December 31, 2024, consisted of the following:


	March 31,		December 31,
	2025		2024
($ in thousands)
SBA(1)	$	246,004	$	255,056
Commercial leases	76,823		70,153
Commercial, non-real estate	3,550		3,691
Residential real estate	55,814		51,574
Strategic Program loans	19,916		20,122
Commercial real estate:
Owner occupied	65,920		41,046
Non-owner occupied	1,390		1,379
Consumer	22,806		22,212
Total loans held-for-investment, gross	$	492,223	$	465,233
Deferred loan fees, net	(5,586)		(4,245)
Allowance for credit losses	(14,235)		(13,176)
Loans held-for-investment, net	$	472,402	$	447,812

(1) Included in the SBA loans held-for-investment above are $150.0 million and $158.7 million of loans guaranteed by the SBA as of March 31, 2025 and December 31, 2024, respectively.

The Bank sells participation interests in some loans it originates and may acquire a participation interest in loans originated by others. All reported amounts reflect only the Bank’s ownership interest in the loans.

Strategic Program Loans – The Company originates loans with various third-party loan origination platforms that use technology and other innovative systems to streamline the origination of unsecured and secured consumer and business loans to a wide array of borrowers within certain approved credit profiles. Loans issued by the Company through these programs follow and are limited to specific predetermined underwriting criteria. The Company earns monthly minimum program fees from these third parties. Based on the volume of loans originated by the Company related to each Strategic Program, an additional fee equal to a percentage of the loans generated under the Strategic Program may be collected. The program fee is included within non-interest income on the Consolidated Statements of Income.

The Company generally retains the loans and/or receivables for a number of business days after origination before selling the loans and/or receivables to the Strategic Program provider or another investor. Interest income is earned by the Company while holding the loans. These loans are classified as held-for-sale on the balance sheet and measured at the lower of cost or market.

The Company may also hold loans or a portion of the loans or receivables and sell the remainder directly to the Strategic Program provider or other investors. The Company is generally the servicer of the loans it originates through Strategic Programs. The Company earns a servicing fee equal to a percentage of the outstanding balance of the loans generated under Strategic Programs for servicing such loans. In turn, the Strategic Program service providers, subject to the Company’s approval and oversight, typically serve as sub-servicer and perform primary servicing duties including loan collections, modifications, charging-off, reporting and monitoring, for which the Company incurs a cost.

Each Strategic Program provider establishes a “reserve” deposit account with the Company to reasonably ensure the strategic programs will have sufficient funds available to purchase the loans. The agreements generally require that the reserve account deposit balance does not fall below an agreed upon dollar or percentage threshold related to the total loans currently outstanding as held-for-sale by the Company for the specific Strategic Program. If necessary, the Company has the right to withdraw amounts from the reserve account to fulfill loan purchaser obligations created under the program agreements. Total cash held in reserve by Strategic Program providers at the Company at March 31, 2025 and December 31, 2024, was $36.4 million and $54.0 million, respectively.

Table of Contents

Strategic Program loans retained and held-for-sale as of March 31, 2025 and December 31, 2024, are summarized as follows:


	March 31, 2025		December 31, 2024
($ in thousands)
Retained Strategic Program loans	$	19,916	$	20,122
Strategic Program loans held-for-sale	118,769		91,588
Total Strategic Program loans	$	138,685	$	111,710

Allowance for Credit Losses: In determining an appropriate amount for the allowance, the Bank segmented and aggregated the loan portfolio based on the FDIC Consolidated Reports of Condition and Income (“Call Report”) codes. These classifications, which in general are based upon the nature of the collateral and type of borrower, are different than the classifications adopted for other financial reporting purposes, which are based upon the proposed use of the loan proceeds. The following pool segments identified as of March 31, 2025 and December 31, 2024 are based on the CECL methodology:


	March 31, 2025		December 31, 2024
($ in thousands)
Construction and land development	$	47,429	$	42,331
Residential real estate	58,467		61,316
Residential real estate multifamily	1,688		1,692
Commercial real estate:
Owner occupied	201,075		190,286
Non-owner occupied	13,305		12,849
Commercial and industrial	50,771		44,329
Consumer	22,749		22,155
Lease financing receivables	76,823		70,153
Retained Strategic Program loans	19,916		20,122
Total loans held-for-investment, gross	$	492,223	$	465,233

Table of Contents

Activity in the ACL by common characteristic loan pools based on the CECL methodology was as follows for the periods indicated:


	Three Months Ended March 31, 2025
($ in thousands)	Beginning Balance		Provision for (Reversal of) Credit Losses		Charge-Offs		Recoveries		Ending Balance
Construction and land development	$	374	$	614	$	—	$	—	$	988
Residential real estate	788		(186)		(7)		3		598
Residential real estate multifamily	38		—		—		—		38
Commercial real estate:
Owner occupied	2,834		850		(68)		16		3,632
Non-owner occupied	113		13		—		—		126
Commercial and industrial	700		(200)		(83)		14		431
Consumer	638		46		(11)		3		676
Lease financing receivables	1,387		269		(36)		(33)		1,587
Retained Strategic Program loans	6,304		1,901		(2,384)		338		6,159
Total allowance for credit losses on financing receivables	$	13,176	$	3,307	$	(2,589)	$	341	$	14,235

Unfunded lending commitments	464		29		—		—		493
Total allowance for credit losses	$	13,640	$	3,336	$	(2,589)	$	341	$	14,728


	Three Months Ended March 31, 2024
($ in thousands)	Beginning Balance		Provision for (Reversal of) Credit Losses		Charge-Offs		Recoveries		Ending Balance
Construction and land development	$	316	$	17	$	—	$	—	$	333
Residential real estate	956		54		(64)		53		999
Residential real estate multifamily	6		2		—		—		8
Commercial real estate:
Owner occupied	3,336		1,096		(525)		3		3,910
Non-owner occupied	282		36		—		—		318
Commercial and industrial	361		175		(54)		—		482
Consumer	211		95		(41)		—		265
Lease financing receivables	355		312		(111)		—		556
Retained Strategic Program loans	7,065		1,358		(2,946)		284		5,761
Total allowance for credit losses on financing receivables	$	12,888	$	3,145	$	(3,741)	$	340	$	12,632

Unfunded lending commitments	139		9		—		—		148
Total allowance for credit losses	$	13,027	$	3,154	$	(3,741)	$	340	$	12,780

Table of Contents

Nonaccrual and past due loans are summarized below as of March 31, 2025 and December 31, 2024:


March 31, 2025
	Loans Past Due and Still Accruing
($ in thousands)	30-89 Days Past Due		90 Days and Greater		Total		Nonaccrual Loans with no ACL(1)		Nonaccrual Loans with ACL		Current Loans		Total Loans
Construction and land development	$	1,246	$	—	$	1,246	$	—	$	—	$	46,183	$	47,429
Residential real estate	—		—		—		7,165		—		51,302		58,467
Residential real estate multifamily	—		—		—		—		—		1,688		1,688
Commercial real estate:
Owner occupied	3,180		—		3,180		14,592		2,766		180,537		201,075
Non-owner occupied	—		—		—		2,796		—		10,509		13,305
Commercial and industrial	—		—		—		1,635		—		49,136		50,771
Consumer	1,647		146		1,793		—		—		20,956		22,749
Commercial leases	493		—		493		311		105		75,914		76,823
Retained Strategic Program loans	1,862		—		1,862		—		—		18,054		19,916
Total	$	8,428	$	146	$	8,574	$	26,499	$	2,871	$	454,279	$	492,223

(1) Included in the nonaccrual loan balances are $14.9 million of SBA 7(a) loan balances guaranteed by the SBA.


December 31, 2024
	Loans Past Due and Still Accruing
($ in thousands)	30-89 Days Past Due		90 Days and Greater		Total		Nonaccrual Loans with no ACL(1)		Nonaccrual Loans with ACL		Current Loans		Total Loans
Construction and land development	$	—	$	—	$	—	$	—	$	—	$	42,331	$	42,331
Residential real estate	—		—		—		7,141		101		54,074		61,316
Residential real estate multifamily	—		—		—		—		—		1,692		1,692
Commercial real estate:
Owner occupied	2,070		—		2,070		17,435		6,102		164,679		190,286
Non-owner occupied	—		—		—		2,796		—		10,053		12,849
Commercial and industrial	—		—		—		1,788		—		42,541		44,329
Consumer	286		13		299		—		—		21,856		22,155
Commercial leases	279		—		279		158		202		69,514		70,153
Retained Strategic Program loans	1,553		62		1,615		—		—		18,507		20,122
Total	$	4,188	$	75	$	4,263	$	29,318	$	6,405	$	425,247	$	465,233

(1) Included in the nonaccrual loan balances are $18.9 million of SBA 7(a) loan balances guaranteed by the SBA.

Table of Contents

There was no interest income recognized for the three months ended March 31, 2025 and 2024, while loans were classified as nonaccrual. The amount of accrued interest for the three months ended March 31, 2025 and 2024, that was reversed against interest income on nonaccrual loans was approximately $0.2 million and $0.1 million, respectively.

The allowance for credit losses represents management’s estimate of lifetime credit losses inherent in loans as of the balance sheet date. The allowance for credit losses is estimated by management using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The Bank measures expected credit losses for loans on a pooled basis when similar risk characteristics exist. Generally, collectively assessed loans are grouped by Call Report code and then risk grade grouping.

In addition to past due and nonaccrual status criteria, the Company also evaluates loans using a loan grading system. Internal loan grades are based on current financial information, historical payment experience, and credit documentation, among other factors. Performance-based grades are summarized below:

Pass – A Pass asset is higher quality and does not fit any of the other categories described below. The likelihood of loss is believed to be remote.

Special Mention – A Special Mention asset has potential weaknesses that may be temporary or, if left uncorrected, may result in a loss. While concerns exist, the Company believes that it is currently protected against a default and loss is considered unlikely and not imminent.

Substandard – A Substandard asset is believed to be inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified have identified weaknesses and are characterized by the possibility that the Company may sustain some loss if deficiencies are not corrected.

Doubtful – A doubtful asset has an existing weakness or weaknesses that make collection or liquidation in full, on the basis of currently existing facts and conditions, highly questionable and improbable.

Loss – A loss asset has an existing weakness or weaknesses that render the loan uncollectible and of such little value that continuing to carry as an asset on the Company’s books is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical nor desirable to defer writing off this basically worthless asset, even though partial recovery may be effected in the future.

Not Rated – For Strategic Program loans, the Company does not evaluate and risk rate the loans in the same manner as other loans in the Company’s portfolio. The Not Rated loans are typically homogenous, smaller dollar balances approved using abridged underwriting methods that allow the Company to streamline the loan approval process and increase efficiency. Credit quality for Strategic Program loans is highly correlated with delinquency levels.

The following table presents the amortized cost of the Company's loan and lease portfolio by collateral type, risk rating and origination year as of March 31, 2025, in addition to the gross writeoff by collateral type for the three months ended March 31, 2025. The loans are grouped based on how they are assessed under CECL.


	Loans and Leases Amortized Cost Basis by Origination Year
March 31, 2025	2025		2024		2023		2022		2021		Prior		Revolving Loans		Total
($ in thousands)
Construction and land development
Pass	$	6,227	$	22,724	$	6,512	$	9,529	$	2,437	$	—	$	—	$	47,429
Watch	—		—		—		—		—		—		—		—
Special Mention	—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—		—
Total	6,227		22,724		6,512		9,529		2,437		—		—		47,429

Table of Contents


Current period gross writeoff	—	—	—	—	—	—	—	—

Residential real estate
Pass	141	2,805	1,154	586	515	1,687	—	6,888
Watch	8,234	11,689	12,482	4,042	1,034	1,268	—	38,749
Special Mention	—	—	3,719	1,758	—	39	—	5,516
Substandard	—	—	—	7,121	44	149	—	7,314
Total	8,375	14,494	17,355	13,507	1,593	3,143	—	58,467
Current period gross writeoff	—	—	—	—	(7)	—	—	(7)

Residential real estate multifamily
Pass	—	1,037	292	255	78	—	—	1,662
Watch	—	—	—	—	—	26	—	26
Special Mention	—	—	—	—	—	—	—	—
Substandard	—	—	—	—	—	—	—	—
Total	—	1,037	292	255	78	26	—	1,688
Current period gross writeoff	—	—	—	—	—	—	—	—

Commercial real estate - owner occupied
Pass	27,317	25,267	3,879	3,458	1,176	7,685	—	68,782
Watch	9,080	24,597	39,604	20,072	5,298	3,740	—	102,391
Special Mention	—	—	2,483	7,872	—	2,189	—	12,544
Substandard	—	171	11,823	2,368	1,414	1,582	—	17,358
Total	36,397	50,035	57,789	33,770	7,888	15,196	—	201,075
Current period gross writeoff	—	—	(71)	24	—	(21)	—	(68)

Commercial real estate - non-owner occupied
Pass	563	410	—	1,243	—	331	—	2,547
Watch	—	1,195	3,752	1,799	1,087	129	—	7,962
Special Mention	—	—	—	—	—	—	—	—
Substandard	—	—	—	2,796	—	—	—	2,796
Total	563	1,605	3,752	5,838	1,087	460	—	13,305
Current period gross writeoff	—	—	—	—	—	—	—	—

Commercial and industrial
Pass	38	2,715	600	497	301	376	—	4,527
Watch	3,679	22,370	14,397	2,866	373	529	—	44,214
Special Mention	—	—	—	—	—	30	—	30

Table of Contents


Substandard	—		—		1,188		390		—		422		—		2,000
Total	3,717		25,085		16,185		3,753		674		1,357		—		50,771
Current period gross writeoff	—		—		—		(54)		—		(29)		—		(83)

Consumer
Pass	3,551		13,915		3,712		942		255		251		—		22,626
Watch	—		111		5		7		—		—		—		123
Special Mention	—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—		—

Total	3,551		14,026		3,717		949		255		251		—		22,749
Current period gross writeoff	—		—		—		(9)		—		(2)		—		(11)

Lease financing receivables
Pass	12,030		40,961		19,880		3,522		—		14		—		76,407
Watch	—		—		—		—		—		—		—		—
Special Mention	—		—		—		—		—		—		—		—
Substandard	—		—		416		—		—		—		—		416
Total	12,030		40,961		20,296		3,522		—		14		—		76,823
Current period gross writeoff	—		—		(36)		—		—		—		—		(36)

Retained Strategic Program loans
Pass	—		—		—		—		—		—		—		—
Watch	—		—		—		—		—		—		—		—
Special Mention	—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—		—
Not Rated	7,060		10,776		937		825		318		—		—		19,916
Total	7,060		10,776		937		825		318		—		—		19,916
Current period gross writeoff	(12)		(2,055)		(208)		(88)		(21)		—		—		(2,384)

Total portfolio loans receivable, gross	$	77,920	$	180,743	$	126,835	$	71,948	$	14,330	$	20,447	$	—	$	492,223
Total current period gross writeoff	$	(12)	$	(2,055)	$	(315)	$	(127)	$	(28)	$	(52)	$	—	$	(2,589)

The following table presents the amortized cost of the Company's loan and lease portfolio by collateral type, risk rating and origination year as of December 31, 2024, in addition to the gross writeoff by collateral type for the year ended December 31, 2024. The loans are grouped based on how they are assessed under CECL.


	Loans and Leases Amortized Cost Basis by Origination Year
December 31, 2024	2024	2023	2022	2021	Prior	Revolving Loans	Total
($ in thousands)

Table of Contents


Construction and land development
Pass	$	18,008	$	9,080	$	12,687	$	2,556	$	—	$	—	$	42,331
Watch	—		—		—		—		—		—		—
Special Mention	—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—
Total	18,008		9,080		12,687		2,556		—		—		42,331
Current period gross writeoff	—		—		—		—		—		—		—

Residential real estate
Pass	4,025		1,172		575		1,332		1,655		—		8,759
Watch	14,268		18,766		4,134		1,103		1,333		—		39,604
Special Mention	—		3,719		1,758		—		80		—		5,557
Substandard	—		—		7,129		50		217		—		7,396
Total	18,293		23,657		13,596		2,485		3,285		—		61,316
Current period gross writeoff	—		—		—		(252)		(45)		—		(297)

Residential real estate multifamily
Pass	1,039		293		256		78		—		—		1,666
Watch	—		—		—		—		26		—		26
Special Mention	—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—
Total	1,039		293		256		78		26		—		1,692
Current period gross writeoff	—		—		—		—		—		—		—

Commercial real estate - owner occupied
Pass	26,160		3,897		3,468		1,180		9,112		—		43,817
Watch	25,137		51,350		28,462		5,904		3,342		—		114,195
Special Mention	—		4,553		1,736		—		2,207		—		8,496
Substandard	—		16,150		5,142		1,414		1,072		—		23,778
Total	51,297		75,950		38,808		8,498		15,733		—		190,286
Current period gross writeoff	—		(364)		(369)		(109)		(197)		—		(1,039)

Commercial real estate - non-owner occupied
Pass	36		—		1,254		—		343		—		1,633
Watch	1,215		4,111		1,841		1,117		136		—		8,420
Special Mention	—		—		—		—		—		—		—
Substandard	—		—		2,796		—		—		—		2,796
Total	1,251		4,111		5,891		1,117		479		—		12,849
Current period gross writeoff	—		—		(221)		—		—		—		(221)

Commercial and industrial
Pass	3,588		336		529		322		463		—		5,238
Watch	23,559		9,134		2,945		442		606		—		36,686

Table of Contents


Special Mention	—		—		217		—		32		—		249
Substandard	—		1,438		351		—		367		—		2,156
Total	27,147		10,908		4,042		764		1,468		—		44,329
Current period gross writeoff	—		(393)		(227)		(178)		(91)		—		(889)

Consumer
Pass	15,951		4,294		1,257		319		286		—		22,107
Watch	43		5		—		—		—		—		48
Special Mention	—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—
Total	15,994		4,299		1,257		319		286		—		22,155
Current period gross writeoff	—		(65)		(31)		(19)		(19)		—		(134)

Lease financing receivables
Pass	43,279		22,456		4,338		—		80		—		70,153
Watch	—		—		—		—		—		—		—
Special Mention	—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—
Total	43,279		22,456		4,338		—		80		—		70,153
Current period gross writeoff	—		(293)		—		—		—		—		(293)

Retained Strategic Program loans
Pass	—		—		—		—		—		—		—
Watch	—		—		—		—		—		—		—
Special Mention	—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—
Not Rated	17,084		1,540		1,109		389		—		—		20,122
Total	17,084		1,540		1,109		389		—		—		20,122
Current period gross writeoff	(3,801)		(4,683)		(927)		(385)		—		—		(9,796)

Total portfolio loans receivable, gross	$	193,392	$	152,294	$	81,984	$	16,206	$	21,357	$	—	$	465,233
Total current period gross writeoff	$	(3,801)	$	(5,798)	$	(1,775)	$	(943)	$	(352)	$	—	$	(12,669)

Modified Loans to Troubled Borrowers

Modified loans to troubled borrowers arise from a modification made to a loan in order to alleviate temporary difficulties in the borrower’s financial condition or constraints on the borrower’s ability to repay the loan, and to minimize potential losses to the Company. GAAP requires that certain types of modifications be reported, which consist of the following: principal forgiveness, interest rate reduction, other-than-insignificant payment delay, term extension, or any combination of the foregoing.

During the three months ended March 31, 2025 there were no new material loan modifications. During the three months ended March 31, 2025, there was a payment default of $0.2 million on a commercial real estate owner occupied loan to a borrower whose loan was modified due to financial difficulties within the previous twelve months and the loan was placed on nonaccrual status. The remaining modified loans were current as of March 31, 2025 and December 31, 2024.

Table of Contents

During the three months ended March 31, 2024 there were two material loan modifications. There were no payment defaults during the three months ended March 31, 2024 of modified loans that were modified during the previous twelve months.


($ in thousands)	Principal deferment (Months)	Outstanding Balance		% of Total Loan Type
Commercial real estate:
Owner occupied	11 months	$	418	0.22	%
Total principal		$	418

Modified Retained Strategic Program Loans

Retained Strategic Program loans of $19.9 million and $20.1 million as of March 31, 2025 and December 31, 2024, respectively, consist primarily of personal loans to individuals. A significant amount of the retained Strategic Program loans are made to subprime borrowers. The subprime borrowers’ ability to repay the loans according to the original loan terms can be compromised by both short-term financial challenges, such as unexpected car repairs or physical injury, and longer-term financial challenges, such as a job loss or more serious injury or illness.

In certain circumstances, some of the Company’s strategic programs will modify the original loan terms to optimize the recovery of principal and interest. The loan modifications may include (i) a delay in payment and extension of the loan term, or (ii) accrued interest forgiveness and interest rate and payment reductions. As of March 31, 2025, the balance of outstanding modified loans to individuals in the retained portfolio was approximately $1.1 million. As of December 31, 2024, the balance of outstanding modified loans to individuals in the retained portfolio was approximately $4.4 million. The Company does not have any obligation to fund additional amounts to the borrowers. If after modification, some or all of the loan is determined to be uncollectible, the full balance determined to be uncollectible is charged off. The amount charged off is included in the Company’s vintage analysis used to estimate the Company’s allowance for credit losses.

Collateral-Dependent Loans

A collateral-dependent loan is a nonaccrual loan for which the Bank relies substantially on the operation or sale of the collateral for repayment. In evaluating the overall risk associated with a loan, the Company considers (1) character, overall financial condition and resources, and payment record of the borrower; (2) the prospects for support from any financially responsible guarantors; and (3) the nature and degree of protection provided by the cash flow and value of any underlying collateral. The loan may become collateral-dependent when foreclosure is probable or the borrower is experiencing financial difficulty and its sources of repayment become inadequate over time. At such time, the Company develops an expectation that repayment will be provided substantially through the operation or sale of the collateral.

The following tables present the amortized cost basis of collateral-dependent loans by class of loans as of the periods indicated:


As of March 31, 2025			Collateral Type
($ in thousands)	Allowance for Credit Losses		Real Estate		Personal Property		Total
Construction and land development	$	—	$	—	$	—	$	—
Residential real estate	—		7,165		—		7,165
Commercial real estate:
Owner occupied	56		17,358		—		17,358
Non-owner occupied	—		2,796		—		2,796
Commercial and industrial	—		—		1,635		1,635
Commercial leases	94		—		416		416
Total	$	150	$	27,319	$	2,051	$	29,370

The amount of collateral-dependent loans as of March 31, 2025 include $14.9 million of SBA 7(a) loan balances that are guaranteed by the SBA.

Table of Contents


As of December 31, 2024			Collateral Type
($ in thousands)	Allowance for Credit Losses		Real Estate		Personal Property		Total
Construction and land development	$	—	$	—	$	—	$	—
Residential real estate	10		7,243		—		7,243
Commercial real estate:
Owner occupied	9		23,536		—		23,536
Non-owner occupied	—		2,796		—		2,796
Commercial and industrial	—		—		1,789		1,789
Commercial leases	36		—		359		359
Total	$	55	$	33,575	$	2,148	$	35,723

The amount of collateral-dependent loans as of December 31, 2024 include $18.9 million of SBA 7(a) loan balances that are guaranteed by the SBA.

Note 4 – SBA Servicing Asset, Net

The Company periodically sells the guaranteed portions of SBA loans and retains rights to service the loans. Loans serviced for others are not included in the accompanying balance sheet. The unpaid principal balances of SBA loans serviced for others was $223.7 million and $218.4 million at March 31, 2025 and December 31, 2024, respectively.

The following table summarizes SBA servicing asset, net activity for the periods indicated:


	Three Months Ended March 31,
($ in thousands)	2025		2024
Balance at beginning of period	$	3,273	$	4,231
Additions to servicing asset	315		—
Amortization of servicing asset	(337)		(357)
Change in valuation allowance	80		198
Balance at end of period	$	3,331	$	4,072

SBA servicing asset, fair value	$	3,331	$	4,072

Activity in the valuation allowance for the SBA servicing asset was as follows for the periods indicated:


	Three Months Ended March 31,
($ in thousands)	2025		2024
Balance at beginning of period	$	(1,286)	$	(2,151)

Recovery	80		198
Balance at end of period	$	(1,206)	$	(1,953)

The fair market value of the SBA servicing asset as of March 31, 2025 and December 31, 2024, was $3.3 million and $3.3 million, respectively. Recovery or impairment adjustments to servicing rights are mainly due to market-based assumptions associated with discounted cash flows, loan prepayment speeds, and changes in interest rates. A significant change in these assumptions could result in a significant change in the SBA servicing asset carrying amount.

The Company assumed a weighted average prepayment rate of 21.0%, weighted average term of 3.27 years, and a weighted average discount rate of 11.7% at March 31, 2025.

The Company assumed a weighted average prepayment rate of 21.1%, weighted average term of 3.30 years, and a weighted average discount rate of 12.1% at December 31, 2024.

Table of Contents

Note 5 – Capital Requirements

The Bank is subject to various regulatory capital requirements administered by federal and State of Utah banking agencies (the regulators). Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off -balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk -weighting, and other factors. Prompt corrective action provisions are not applicable to the bank holding company.

Beginning January 1, 2020, the Bank qualified and elected to use the community bank leverage ratio (“CBLR”) framework for quantitative measures which requires the Bank to maintain minimum amounts and ratios of Tier 1 capital to average total consolidated assets. Management believes, as of March 31, 2025 and December 31, 2024, that the Bank’s capital levels exceed the regulatory floors required to be classified as a well-capitalized bank.

As of March 31, 2025 and December 31, 2024, the most recent notification from the FDIC categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action (there are no conditions or events since that notification that management believes have changed the Bank’s category). The following table sets forth the actual capital amounts and ratios for the Bank and the minimum amount and ratio of capital required to be categorized as well-capitalized as of the dates indicated:


	Actual				Well-Capitalized Requirement
($ in thousands)	Amount		Ratio		Amount		Ratio
March 31, 2025
Leverage ratio (CBLR election)	$	138,667	18.8	%	$	66,374	9.0	%
December 31, 2024
Leverage ratio (CBLR election)	$	135,375	20.6	%	$	59,196	9.0	%

Bank Dividends

The Federal Reserve’s policy statement and supervisory guidance on the payment of cash dividends by a Bank Holding Company (“BHC”), such as FinWise Bancorp, expresses the view that a BHC should generally pay cash dividends on common stock only to the extent that (1) the BHC’s net income available over the past year is sufficient to cover the cash dividend, (2) the rate of earnings retention is consistent with the organization’s expected future needs and financial condition, and (3) the regulatory capital adequacy ratios are met. Should an insured depository institution controlled by a bank holding company be “significantly undercapitalized” under the applicable federal bank capital ratios, or if the bank subsidiary is “undercapitalized” and has failed to submit an acceptable capital restoration plan or has materially failed to implement such a plan, federal banking regulators (in the case of the Bank, the FDIC) may choose to require prior Federal Reserve approval for any capital distribution by the BHC.

In addition, since FinWise Bancorp is a legal entity separate and distinct from the Bank and does not conduct stand-alone operations, an ability to pay dividends depends on the ability of the Bank to pay dividends to FinWise Bancorp. The FDIC and the Utah Department of Financial Institutions (“UDFI”) may, under certain circumstances, prohibit the payment of dividends to FinWise Bancorp from the Bank. Utah corporate law also requires that dividends can only be paid out of funds legally available.

The Company has not paid any cash dividends on its common stock since inception and it does not intend to pay cash dividends in the foreseeable future. However, the Company’s Board of Directors may declare a cash or stock dividend out of retained earnings provided the regulatory capital ratio requirements are met. The Company plans to maintain capital ratios that meet or exceed the well-capitalized standards per the regulations and, therefore, would limit dividends to amounts that are appropriate to maintain those well-capitalized regulatory capital ratios.

Table of Contents

Note 6 – Commitments and Contingencies

Federal Home Loan Bank Secured Line of Credit

As of March 31, 2025 and December 31, 2024, the Bank’s available line of credit with the FHLB to borrow funds was $25.7 million and $25.0 million, respectively. All borrowings are short-term and the interest rate is equal to the correspondent bank’s daily federal funds purchase rate. As of March 31, 2025 and December 31, 2024, no amounts were outstanding under the line of credit. Loans totaling $43.4 million and $41.6 million were pledged to secure the FHLB line of credit as of March 31, 2025 and December 31, 2024, respectively.

Other Lines of Credit

At March 31, 2025 and December 31, 2024, the Bank had the ability to borrow $246.3 million and $239.2 million, respectively, in total from the Federal Reserve Bank (“FRB”) on a collateralized basis through the Discount Window and/or the borrower-in-custody (“BIC”) program. Loans totaling $277.1 million and $240.8 million and securities of $42.0 million and $42.6 million were pledged to secure these lines of credit with the FRB as of March 31, 2025 and December 31, 2024, respectively. In 2024, the Bank was accepted into the FRB’s borrower-in-custody program, which allows financial institutions to pledge loans that are not pledged to the FHLB as collateral for FRB’s Discount Window advances while retaining possession or control of the collateral. The Bank can borrow a maximum of $206.1 million and $198.8 million as of March 31, 2025 and December 31, 2024, respectively, under the BIC program utilizing the loans pledged to the FRB while under the Discount Window the Bank can borrow a maximum of $246.3 million and $239.2 million, respectively, utilizing both the aforementioned loans as well as the securities pledged to the FRB. In no instance can the Bank exceed outstanding borrowings of $246.3 million and $239.2 million as of March 31, 2025 and December 31, 2024, respectively. The Company had no advances outstanding under either program as of March 31, 2025 and December 31, 2024.

Through Zions Bank, the Bank had an available unsecured line of credit of $5.0 million at March 31, 2025 and December 31, 2024. The Bank had an available line of credit with Bankers’ Bank of the West to borrow up to $1.1 million in overnight funds at March 31, 2025 and December 31, 2024. The Bank had no outstanding balances on such unsecured or secured lines of credit as of March 31, 2025 and December 31, 2024.

Financial Instruments with Off-Balance Sheet Risk

Commitments to Extend Credit

In the ordinary course of business, the Bank has entered into commitments to extend credit to customers which have not yet been exercised. These financial instruments include commitments to extend credit in the form of loans. Those instruments involve to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets. The Company’s commitments to extend credit as of the dates indicated are summarized below. Since commitments associated with commitments to extend credit may expire unused, the amounts shown in the table below do not necessarily reflect the actual future cash funding requirements.

At March 31, 2025 and December 31, 2024, financial instruments with off-balance-sheet risk were as follows:


	March 31,		December 31,
($ in thousands)	2025		2024
Revolving, open-end lines of credit	$	2,409	$	2,365
Undisbursed commercial real estate loans	24,269		23,200
Other unused commitments	397		830
Total unfunded loan commitments	$	27,075	$	26,395

Allowance for Credit Losses on Unfunded Commitments

The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancelable by the Company. The allowance for credit losses on unfunded commitments is included in other liabilities on the consolidated balance sheets and is adjusted through a charge to provision for credit loss expense on the consolidated statements of income. The allowance for credit losses on unfunded commitments estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The allowance for credit

Table of Contents

losses on unfunded commitments was $0.5 million and $0.5 million as of March 31, 2025 and December 31, 2024, respectively.

Note 7 – Investment in Business Funding Group, LLC

On December 31, 2019, the Company purchased from certain members of BFG a 10% membership interest in exchange for an aggregate of 950,784 shares of the Company’s common stock The exchange was accounted for at fair value based on the fair value of the Company’s shares of approximately $3.5 million. On July 25, 2023 the Company entered into a definitive agreement, as amended, to purchase from certain members of BFG an additional 10% membership interest in exchange for shares of common stock of the Company. On February 5, 2024, the transaction was consummated and the Company issued in the aggregate 339,176 shares of common stock of the Company in a private placement to the sellers in exchange for the additional membership interest in BFG. The second transaction increased the Company’s total ownership interest in BFG to 20%. The ownership interest consists of Class A Voting Units representing 4.7% of the aggregate membership interests of BFG and Class B Non-Voting Units representing 15.3% of the aggregate membership interests of BFG.

The remaining 80% of the outstanding membership interests are Class A Voting Units. Based on the Company’s accounting policy with respect to investments in limited liability companies, the Company concluded that its level of ownership was indicative of significant influence and, as a result, the investment would be accounted for using the equity method. However, the Company elected the fair value option for its investment due to cost-benefit considerations.

On March 31, 2020, the Company entered into a right of first refusal and option agreement with the members of BFG whereby the Company has the right of first refusal to purchase additional interests in BFG from any selling members and the option to purchase all, but not less than all, of the interests in BFG from the remaining members. The purchase price for the remaining members’ interests is based on an earnings multiple between 10 times and 15 times BFG’s net profit for the fiscal year ended immediately prior to the exercise of the option. The option period begins on January 1, 2021 and expires on January 1, 2028. The Company issued an aggregate 270,000 warrants to the BFG members as consideration for entering into the agreement. The warrants have an exercise price of $6.67 per share and the warrants expire on March 31, 2028. The warrants are free-standing equity instruments and, as a result, are classified within equity at the fair value on the issuance date. The fair value of the warrants was determined by the Company’s board of directors with input from management, relying in part upon valuation reports prepared by a third-party valuation firm using a Black-Scholes option pricing model adjusted for a lack of marketability since the Company’s stock was not publicly traded at that time. The resulting fair value of the warrants was $0.19 per share.

For further discussion on the Company’s investment in BFG, see Note 9 - Fair Value of Financial Instruments and 12 - Related Party Transactions.

Note 8 – Stock-Based Compensation

Stock Option Plans

The Company utilizes stock-based compensation plans, as well as discretionary grants, for employees, directors and consultants to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives and to promote the success of the Company’s business.

The 2019 Stock Plan (“2019 Plan”) was adopted on June 20, 2019 following approval by the Company’s Board of Directors and shareholders. The 2019 Plan will terminate as to future awards 10 years from the later of the effective date or the earlier of the most recent Board or stockholder approval of an increase in the number of shares reserved for issuance under the 2019 Plan. On June 27, 2024, the shareholders of the Company approved an amendment to the 2019 Plan increasing the number of shares of common stock reserved for issuance under the plan by an additional 500,000 shares to 1,780,000. At March 31, 2025, 445,547 shares under the 2019 Plan were available for future issuance.

The 2016 Stock Plan (“2016 Plan”) was adopted on April 20, 2017 following approval by the Company’s Board of Directors and shareholders. The 2016 Plan authorizes the issuance of 299,628 common shares. The 2016 Plan will terminate as to future awards 10 years from the later of the effective date or the earlier of the most recent Board or stockholder approval of an increase in the number of shares reserved for issuance under the 2016 Plan. At March 31, 2025, 2,189 shares under the 2016 Plan were available for future issuance.

The 2019 Plan and the 2016 Plan (collectively, the “Plans”) provide for the issuance of non-statutory stock options and restricted stock to employees, directors and consultants. The Plans also provide for the issuance of incentive stock options

Table of Contents

only to employees. The stock-based incentive awards for the Plans are granted at an exercise price not less than the fair market value of the Company’s common stock on the date of grant in the case of stock options. Restricted stock is valued based on the fair market value of the Company’s common stock on the grant date. Vesting of the options vary by employee or director and can have a term no more than 10 years, with the options generally having vesting periods ranging from 1 to 5 years.

Under the Plans, if an award expires or becomes un-exercisable without having been exercised in full, or is surrendered pursuant to an exchange program, the unpurchased shares that were subject thereto shall become available for future grant or sale under the Plans. However, shares that have actually been issued under the Plans, or upon exercise of an award, shall not be returned to the Plans and shall not become available for future distribution under the Plans, except that if unvested shares of restricted stock are repurchased by the Company at their original purchase price, such shares shall become available for future grant under the Plans.

The following summarizes stock option activity for the three months ended March 31, 2025 and 2024:


	Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value
Outstanding at December 31, 2024	905,182	$	5.74	5.9	$	9,266,286

Options exercised	(5,717)	$	4.79		$	72,738
Options forfeited	(107)	$	13.04
Outstanding at March 31, 2025	899,358	$	5.75	5.6	$	10,578,008
Options vested and exercisable at March 31, 2025	780,205	$	5.21	5.3	$	9,599,927

During the three months ended March 31, 2025 and 2024, the Company received de minimis proceeds from the exercise of stock options.

Stock-based Compensation Expense

The following table presents stock-based compensation expense recognized:


	Three Months Ended March 31,
($ in thousands)	2025		2024
Stock options	$	48	$	55
Restricted shares	552		95
Total	$	600	$	150

During the three months ended March 31, 2025 and 2024, the Company recognized a $0.1 million and a de minimis income tax benefit, respectively, for stock-based compensation. As of March 31, 2025, the Company had unrecognized stock-based compensation expense related to stock options and restricted stock of approximately $0.1 million and $2.6 million, respectively, which is expected to be recognized over the remaining weighted average recognition period of 1.0 years and 2.2 years, respectively.

Note 9 – Fair Value of Financial Instruments

The Company measures and discloses certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (that is, not a forced liquidation or distressed sale). GAAP establishes a consistent framework for measuring fair value and disclosure requirements about fair value measurements. Among other things, the standard requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s estimates for market assumptions. These two types of inputs create the following fair value hierarchy.

Table of Contents

Level 1 – Quoted prices in active markets for identical instruments. An active market is a market in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.

Level 2 – Observable inputs other than Level 1 including quoted prices in active markets for similar instruments, quoted prices in less active markets for identical or similar instruments, or other observable inputs that can be corroborated by observable market data.

Level 3 – Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation also includes observable inputs from nonbinding single dealer quotes not corroborated by observable market data. In developing Level 3 measurements, management incorporates whatever market data might be available and uses discounted cash flow models where appropriate. These calculations include projections of future cash flows, including appropriate default and loss assumptions, and market-based discount rates.

The estimated fair value amounts of financial instruments have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize at a future date. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. In addition, reasonable comparability between financial institutions may not be likely due to the wide range of permitted valuation techniques and numerous estimates that must be made given the absence of active secondary markets for many of the financial instruments. This lack of uniform valuation methodologies also introduces a greater degree of subjectivity to these estimated fair values. Transfers between levels of the fair value hierarchy are deemed to occur at the end of the reporting period. There were no transfers between fair value levels for the three months ended March 31, 2025 and 2024.

The following methods were used to estimate the fair value of each class of financial instruments on a recurring basis:

Investment securities available-for-sale: Investment securities available-for-sale consist of U.S. Treasury securities and are carried at fair value. The Company estimates the fair value of investment securities available-for-sale using current active market quotes, if available, which are considered Level 1 measurements. Level 1 measurements include securities issued by the U.S. Treasury.

Investment in BFG: The Company’s valuation technique utilized the average of the discounted cash flow method and the Guideline Public Company method. A 20% lack of marketability discount was applied to the valuation as well as a 4.5% discount to non-voting shares to arrive at fair value as of March 31, 2025 and December 31, 2024. The calculation of fair value utilized significant unobservable inputs, including projected cash flows, growth rates, and discount rates.

Derivative instruments: The Company’s derivative instruments consist of interest rate swaps accounted for as cash flow hedges. The Company’s derivative instruments are carried at fair value and considered Level 2 measurements. The Company measures fair value of interest rate swaps utilizing market observable inputs, such as forecasted yield curves.

The table below presents the Company's financial instruments valued on a recurring basis at the periods indicated:


		March 31, 2025		December 31, 2024
($ in thousands)	Level	Estimated Fair Value		Estimated Fair Value
Financial assets:
U.S. Treasury securities	1	$	30,138	$	29,930
Investment in BFG	3	$	8,100	$	7,700
Derivative asset	2	$	81	$	509

Table of Contents

The table below presents a reconciliation of the Company’s investment in BFG classified as a Level 3 financial instrument and measured at fair value on a recurring basis for the periods indicated:


	Three Months Ended March 31,
($ in thousands)	2025		2024
Beginning balance	$	7,700	$	4,200
Purchase of BFG ownership interest	—		4,125
Change in fair value of BFG	400		(125)
Ending balance	$	8,100	$	8,200

The table below presents the Company’s financial instruments valued on a nonrecurring basis at the periods indicated:


($ in thousands)			Fair Value Measurements Using
Description of Financial Instrument	Fair Value		Level 1		Level 2		Level 3
March 31, 2025
Nonrecurring assets:
Individually evaluated loans	$	29,370	$	—	$	—	$	29,370
December 31, 2024
Nonrecurring assets:
Individually evaluated loans	$	35,723	$	—	$	—	$	35,723

Individually evaluated loans – The loan amount above represents loans individually evaluated that have been adjusted to the lower of cost or fair value. When collateral-dependent loans are individually evaluated, they are measured using the current fair value of the collateral securing these loans, less selling costs. The fair value of real estate collateral is determined using collateral valuations or a discounted cash flow analysis using inputs such as discount rates, sale prices of similar assets, and term of expected disposition. Some appraised values are adjusted based on management’s review and analysis, which may include historical knowledge, changes in market conditions, estimated selling and other anticipated costs, and/or expertise and knowledge. The loss, if any, represents charge-offs on loans when the fair value of the collateral is less than the carrying amount of the loan.

Quantitative information for Level 3 fair value measurements – The following table presents information about quantitative inputs and assumptions used to fair value Level 3 nonrecurring assets as of March 31, 2025 and December 31, 2024:

($ in thousands)

Fair Value

Valuation
Technique

Unobservable
Input

Range
(Weighted Average)

March 31, 2025

Individually evaluated loans

29,370

Market
comparable

Discount to appraisal value for estimated selling costs

11.40

December 31, 2024

Individually evaluated loans

35,723

Market
comparable

Discount to appraisal value for estimated selling costs

11.40

Table of Contents

The range and weighted average of the significant unobservable inputs used to fair value the investment in BFG as of March 31, 2025 and as of December 31, 2024 are shown in the following table:


($ in thousands)	March 31, 2025 Range (Weighted Average)		December 31, 2024 Range (Weighted Average)
Discounted Cash Flows
Revenue growth rate	15.3	%	15.3	%
Expense growth rate	14.9	%	14.9	%
Discount rate	25.0	%	27.5	%

Guideline Public Company
Multiples of enterprise value	3.3x to 4.8x		3.5x to 5.8x

The tables below present the carrying amount and estimated fair value of the Company's financial instruments at the periods indicated:


	March 31, 2025
					Fair Value Measurements Using
($ in thousands)	Carrying Amount		Estimated Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	120,272	$	120,272	$	120,272	$	—	$	—
Investment securities available-for-sale	30,138		30,138		30,138		—		—
Investment securities held-to-maturity	12,008		10,753		—		10,753		—
Investment in FHLB stock	440		440		—		440		—
Loans held-for-investment, net	472,402		504,531		—		—		504,531
Strategic Program loans held-for-sale	118,769		118,769		—		118,769		—
Accrued interest receivable	2,708		2,708		—		2,708		—
SBA servicing asset, net	3,331		3,331		—		3,331		—
Investment in BFG	8,100		8,100		—		—		8,100
Derivative asset	81		81		—		81		—
Financial liabilities:
Total deposits	$	605,759	$	588,988	$	—	$	588,988	$	—
Accrued interest payable	2,750		2,750		—		2,750		—
PPPLF	32		32		—		32		—

Table of Contents


	December 31, 2024
					Fair Value Measurements Using
($ in thousands)	Carrying Amount		Estimated Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	109,162	$	109,162	$	109,162	$	—	$	—
Investment securities available-for-sale	29,930		29,930		29,930		—		—
Investment securities held-to-maturity	12,565		11,057		—		11,057		—
Investment in FHLB stock	349		349		—		349		—
Loans held-for-investment, net	447,812		478,919		—		—		478,919
Strategic Program loans held-for-sale	91,588		91,588		—		91,588		—
Accrued interest receivable	3,566		3,566		—		3,566		—
SBA servicing asset, net	3,273		3,273		—		3,273		—
Investment in BFG	7,700		7,700		—		—		7,700
Derivative asset	509		509		—		509		—
Financial liabilities:
Total deposits	$	544,952	$	528,253	$	—	$	528,253	$	—
Accrued interest payable	1,494		1,494		—		1,494		—
PPPLF	64		64		—		64		—

Note 10 – Income Taxes

For the three months ended March 31, 2025 and 2024, income tax expense was $1.2 million and $1.2 million, respectively, resulting in an effective income tax rate of 28.1% and 26.5%, respectively. The effective tax rate differs from the statutory rate of 21.0% during the three months ended March 31, 2025 due primarily to estimated permanent differences related to officer compensation.

Note 11 – Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Such derivatives were used to hedge the variable cash flows associated with existing variable-rate deposits.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (“OCI”) and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in accumulated OCI related to derivatives will be reclassified to interest on deposits as interest payments are made on the Company’s variable-rate deposits. During the twelve months following March 31, 2025, the Company estimates that an additional $0.1 million will be reclassified as a reduction to interest expense.

Fair Value of Derivative Instruments on the Consolidated Balance Sheets

The table below presents the notional amount, location, and fair value of the Company’s derivative financial instruments on the Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024:

Table of Contents

Derivative Assets

As of March 31, 2025

($ in thousands)

Notional Amount

Balance Sheet Location

Fair Value

Derivatives designated as hedging instruments:

Interest rate swaps

80,000

Other assets

Total

Derivative Assets

As of December 31, 2024

($ in thousands)

Notional Amount

Balance Sheet Location

Fair Value

Derivatives designated as hedging instruments:

Interest rate swaps

80,000

Other assets

509

Total

509

Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income

The table below presents the pre-tax effect of cash flow hedge accounting on accumulated other comprehensive income as of March 31, 2025 (in thousands):


	Three Months Ended March 31, 2025
	Amount of Gain (Loss) Recognized in OCI on Derivative		Location of Gain Recognized from Accumulated OCI into Income	Amount of Gain Reclassified from Accumulated OCI into Income
Derivatives in Cash Flow Hedging Relationships:
Interest rate swaps	$	(254)	Interest on deposits	$	113
Total	$	(254)		$	113

Effect of Cash Flow Hedge Accounting on the Statement of Income for the Three Months Ended March 31, 2025

The table below presents the effect of the Company’s derivative financial instruments on the Consolidated Statement of Income for the three months ended March 31, 2025 (in thousands):


	Location and Amount of Gain Recognized in Income on Cash Flow Hedging Relationships
Location of gain recognized in income	Interest on deposits
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded	$	113

The effects of cash flow hedging:
Interest rate swaps
Amount of gain reclassified from accumulated OCI into income	$	113

Offsetting Derivative Assets

The tables below present a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of March 31, 2025 and December 31, 2024 (in thousands). The net amounts of derivative assets can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets are presented on the consolidated balance sheets.

Table of Contents


As of March 31, 2025							Gross Amounts Not Offset in the Statement of Financial Position
	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Assets presented in the Statement of Financial Position			Financial Instruments		Cash Collateral Received		Net Amount
Assets:
Interest rate swaps	$	81	$	—	$	81		$	—	$	—	$	81


As of December 31, 2024							Gross Amounts Not Offset in the Statement of Financial Position
	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Assets presented in the Statement of Financial Position			Financial Instruments		Cash Collateral Received		Net Amount
Assets:
Interest rate swaps	$	509	$	—	$	509		$	—	$	—	$	509

Note 12 – Related Party Transactions

In the ordinary course of business, the Bank may grant loans to certain executive officers and directors and the companies with which they are associated. The Company had de minimis loans outstanding to related parties as of March 31, 2025 and December 31, 2024. Total deposits from certain executive officers and directors and the companies with which they are associated were $2.5 million and $2.1 million as of March 31, 2025 and December 31, 2024, respectively.

BFG is a small business loan broker, primarily under the SBA’s 7(a) loan program. As noted in Note 7 - Investment in Business Funding Group, the Company has a 20% ownership in the outstanding membership units of BFG. The Company underwrites loans sourced by BFG in its normal course of business. If approved and funded, the Company pays BFG a commission fee based on the amount funded. There is no guarantee or commitment made by the Company to BFG to approve or fund loans referred by BFG. The Company is able to use its sole discretion in deciding to approve and fund loans referred by BFG. SBA 7(a) loans sourced from BFG totaled $21.7 million and $13.3 million for the three months ended March 31, 2025 and 2024, respectively. The Company paid commission fees to BFG in the amounts of $0.9 million and $0.5 million for the three months ended March 31, 2025 and 2024, respectively. The Company received distributions from BFG in the amounts of $0.5 million and $0.2 million for the three months ended March 31, 2025 and 2024, respectively. These distributions were recorded in the consolidated statements of income in other miscellaneous income.

Table of Contents

Note 13 – Earnings per Share

The following table is a reconciliation of the components used to derive basic and diluted earnings per share for the three months ended March 31, 2025 and 2024 (in thousands, except share and per share amounts):


	Three Months Ended March 31,
	2025		2024
Numerator:
Net income	$	3,189	$	3,315
Amounts allocated to participating common shareholders(1)	(120)		(52)
Net income allocated to common shareholders	$	3,069	$	3,263
Denominator:
Weighted average shares outstanding, basic	12,716,155		12,502,448
Weighted average effect of dilutive securities:
Stock options	598,028		423,263
Warrants	169,464		115,894
Weighted average shares outstanding, diluted	13,483,647		13,041,605
Earnings per share, basic	$	0.24	$	0.26
Earnings per share, diluted	$	0.23	$	0.25

Anti-dilutive stock options excluded from the calculation of diluted earnings per share	658		120,379

(1)Represents earnings attributable to holders of unvested restricted stock issued to the Company’s directors and employees.

Note 14 – Accumulated Other Comprehensive Income

The following table presents changes to accumulated other comprehensive income by component for the three months ended March 31, 2025 (in thousands):


	Available-for-Sale Securities		Cash Flow Hedges		Accumulated OCI
Balance at December 31, 2024	$	(73)	$	260	$	187
Other comprehensive income (loss) before reclassifications and income tax	203		(254)		(51)
Amounts reclassified from accumulated other comprehensive income	—		(113)		(113)
Income tax (expense) benefit	(45)		41		(4)
Total other comprehensive income (loss)	158		(326)		(168)
Balance at March 31, 2025	$	85	$	(66)	$	19

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated and should be read together with our consolidated financial statements and related notes thereto and the 2024 Form 10-K. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Factors that could cause such differences are discussed in the sections of this Report and our most recently filed 2024 Form 10-K entitled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this Report. We assume no obligation to update any of these forward-looking statements except to the extent required by law.

The following discussion pertains to our historical results, on a consolidated basis. However, because we conduct all material business operations through our wholly owned subsidiary, FinWise Bank, the discussion and analysis relates to activities primarily conducted at the subsidiary level.

Critical Accounting Estimates

The accompanying management’s discussion and analysis of financial condition and results of operations is based upon our unaudited consolidated financial statements included in Part I, Item 1 of this Report. The preparation of these unaudited consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under current circumstances, results of which form the basis for making judgments about the carrying value of certain assets and liabilities that are not readily available from other sources. We evaluate our estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.

Our critical accounting estimates primarily relate to the allowance for credit losses. See Note 1 - Summary of Significant Accounting Policies to the consolidated financial statements included in Part II, Item 8 in our 2024 Form 10-K for information on our accounting policy related to this critical accounting estimate.

There have been no material changes during the three months ended March 31, 2025 to the methods we used and judgments we made relating to critical accounting estimates from those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2024 Form 10-K.

Business Overview

FinWise Bancorp is a Utah corporation and the parent company of FinWise Bank and FinWise Investment, LLC. Our assets consist primarily of our investment in the Bank and all of our material business activities are conducted through the Bank.

We gather deposits in the Salt Lake City, Utah MSA through our one branch and nationwide from our Strategic Program service providers, SBA 7(a) borrowers, institutional deposit exchanges, brokered deposit arrangements and other deposit sources. Attracting nationwide deposits from the general public, businesses and other financial institutions, and investing those deposits, together with borrowings and other sources of funds, is also critical to our banking business.

Our banking business offers a diverse range of commercial and retail banking products and services, and consists primarily of originating loans in a variety of sectors. While our commercial and residential real estate lending and other products and services offered from our branch continue to be concentrated in and around the Salt Lake City, Utah MSA, our third-party loan origination relationships have allowed us to expand into new markets across the United States. These relationships were developed to support our ability to generate significant loan volume across diverse consumer and commercial markets and have been the primary source of our significant growth and our consistent ability to operate profitability since developing the third-party loan origination business.

Our financial condition and results of operations depend primarily on our ability to originate loans and leases directly or

by using our strategic relationships with third-party loan origination platforms to earn interest and non-interest income. We focus on four main lending areas: (i) SBA 7(a) loans, (ii) Strategic Programs, (iii) residential and commercial real estate and (iv) commercial leasing. For a description and analysis of our loan categories, see “Financial Condition.”

Executive Summary

This executive summary provides certain 2025 and 2024 financial highlights from the discussion and analysis that follows:

Table of Contents

•For the three months ended March 31, 2025, originations increased to $1.3 billion from $1.1 billion when compared to the three months ended March 31, 2024. New Strategic Programs and organic growth through existing programs contributed to the increase in loan originations.

•Net interest margin (“NIM”) was 8.27% for the three months ended March 31, 2025, compared to 10.12% for the three months ended March 31, 2024. NIM is impacted by income earned from interest-earning assets and interest costs incurred on interest-bearing liabilities.

•FinWise generated $3.2 million and $3.3 million of net income for the three months ended March 31, 2025 and 2024, respectively. Net income declined as FinWise invested in expansion of its product offerings and supporting business infrastructure.

•Total assets increased by $58.2 million to $804.1 million as of March 31, 2025 compared to December 31, 2024, principally in loans and investment securities. We believe our strong capital levels support our current and planned growth strategy.

Results of Operations

Net Income Overview

The following table sets forth the principal components of net income for the periods indicated.


	Three Months Ended March 31,
($ in thousands)	2025		2024		% Change
Interest income	$	18,536	$	17,645	5.0	%
Interest expense	(4,256)		(3,639)		17.0	%
Net interest income	14,280		14,006		2.0	%
Provision for credit losses	(3,336)		(3,154)		5.8	%
Non-interest income	7,810		5,662		37.9	%
Non-interest expense	(14,318)		(12,005)		19.3	%
Provision for income taxes	(1,247)		(1,194)		4.4	%
Net income	$	3,189	$	3,315	(3.8)	%

Net Interest Income and NIM

Net interest income was the primary contributor to our earnings in 2025 and 2024. Net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as “volume changes.” It is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds, referred to as “rate changes.”

Net interest income increased for the three months ended March 31, 2025, compared to the same period in 2024 primarily due to an increase in average interest-earning assets of $143.7 million, partially offset by lower yields on interest-earning assets and an increase in the average interest-bearing liabilities of $119.6 million.

NIM decreased to 8.27% for the three months ended March 31, 2025 from 10.12% for the three months ended March 31, 2024 primarily attributable to the repricing of our variable rate loan portfolio as interest rates have declined, and our strategy to reduce the average credit risk in the loan portfolio by increasing our investment in higher quality but lower yielding loans partially offset by a reduction in the costs of funds.

Average Balances and Yields. The following tables present average balances for assets and liabilities, the total dollar amounts of interest income from interest-earning assets, the total dollar amounts of interest expense on interest-bearing liabilities, the resulting average yields and costs, and NIM. The yields and costs for the periods indicated are derived by dividing the annualized income or expense by the average balances for assets or liabilities, respectively, for the periods presented. The weighted average yields and rates include amortization of fees, costs, premiums and discounts, which are considered adjustments to yield/rates. Average balances have been calculated using daily averages.

Table of Contents


	Three Months Ended March 31,
	2025						2024
($ in thousands)	Average Balance		Interest		Average Yield/Cost		Average Balance		Interest		Average Yield/Cost
Interest-earning assets:
Interest-bearing deposits	$	92,794	$	991	4.33	%	$	111,911	$	1,509	5.42	%
Investment securities	42,314		390		3.74	%	15,174		101		2.67	%
Loans held-for-sale	79,612		4,264		21.72	%	42,452		3,475		32.93	%
Loans held-for-investment1	485,780		12,891		10.76	%	387,300		12,560		13.04	%
Total interest-earning assets	700,500		18,536		10.73	%	556,837		17,645		12.74	%
Noninterest-earning assets	54,184						39,123
Total assets	$	754,684					$	595,960
Interest-bearing liabilities:
Demand	$	76,403	$	670	3.56	%	$	51,603	$	503	3.92	%
Savings	9,247		7		0.30	%	9,301		19		0.83	%
Money market accounts	17,884		163		3.70	%	10,200		66		2.60	%
Certificates of deposit	326,920		3,416		4.24	%	239,577		3,051		5.12	%
Total deposits	430,454		4,256		4.01	%	310,681		3,639		4.71	%
Other borrowings	48		—		0.35	%	172		—		0.35	%
Total interest-bearing liabilities	430,502		4,256		4.01	%	310,853		3,639		4.71	%
Noninterest-bearing deposits	119,501						100,507
Noninterest-bearing liabilities	29,644						25,446
Shareholders’ equity	175,037						159,154
Total liabilities and shareholders’ equity	$	754,684					$	595,960
Net interest income and interest rate spread2			$	14,280	6.72	%			$	14,006	8.03	%
Net interest margin3					8.27	%					10.12	%
Ratio of average interest-earning assets to average interest- bearing liabilities					162.72	%					179.13	%

1 Loans placed on nonaccrual status are included in loan balances.

2 Interest spread is the weighted average yield on interest-earning assets, less the weighted average rate incurred on interest-bearing liabilities.

3 Net interest margin is net interest income, expressed as a percentage of average earning assets.

Rate/Volume Analysis. The following table sets forth the effects of changing rates and volumes on our net interest income based on average balances. The rate column shows the effects attributable to changes in average rate. The volume column shows the effects attributable to changes in average volume. For purposes of this table, changes attributable to changes in both average rate and average volume that cannot be segregated have been allocated proportionally based on the changes due to rate and the changes due to volume.

Table of Contents


	Three Months Ended March 31,
	2025 vs 2024
	Increase (Decrease) Due to Change in:
($ in thousands)	Rate		Volume		Total
Interest income:
Interest-bearing deposits with the Federal Reserve, non-U.S. central banks and other banks	$	(281)	$	(238)	$	(519)
Investment securities	53		237		290
Loans held-for-sale	(502)		1,291		789
Loans held-for-investment	(729)		1,060		331
Total interest income	(1,459)		2,350		891
Interest expense:
Demand	(40)		207		167
Savings	(12)		—		(12)
Money market accounts	35		62		97
Certificates of deposit	(328)		693		365

Total interest-bearing liabilities	(345)		962		617
Change in net interest income	$	(1,114)	$	1,388	$	274

Provision for Credit Losses

The increase in our provision for credit losses for the three months ended March 31, 2025, compared to the same period in 2024, was primarily due to growth in the loans held-for-investment portfolio.

Non-interest Income

The following tables present, for the periods indicated, the major categories of non-interest income:


	Three Months Ended March 31,				Change
($ in thousands)	2025		2024		$		%
Non-interest income:
Strategic Program fees	$	4,962	$	3,965	$	997	25.1	%
Gain on sale of loans	846		415		431		103.9	%
SBA loan servicing fees, net	178		664		(486)		(73.2	%)
Change in fair value on investment in BFG	400		(124)		524		422.6	%
Credit enhancement income	85		—		85		100.0	%
Other miscellaneous income	1,339		742		597		80.5	%
Total non-interest income	$	7,810	$	5,662	$	2,148	37.9	%

The increase in total non-interest income for the three months ended March 31, 2025, compared to the same period in 2024 was primarily due to increases in Strategic Program fees from higher originations, fair value of our investment in BFG, and other miscellaneous income. The increase in other miscellaneous income from the prior year period was primarily the result of increased revenue from growth in our operating lease portfolio and increased distributions received from BFG.

Non-interest Expense

The following tables present, for the periods indicated, the major categories of non-interest expense:

Table of Contents


	Three Months Ended March 31,				Change
($ in thousands)	2025		2024		$		%
Non-interest expense:
Salaries and employee benefits	$	9,826	$	7,562	$	2,264	29.9	%
Professional services	907		1,567		(660)		(42.1	%)
Occupancy and equipment expenses	543		544		(1)		(0.2	%)

Credit enhancement expense	11		—		11		100.0	%
Other operating expenses	3,031		2,332		699		30.0	%
Total non-interest expense	$	14,318	$	12,005	$	2,313	19.3	%

The increase in total non-interest expense for the three months ended March 31, 2025, compared to the same period in 2024, was primarily due to an increase in salaries and employee benefits from increased headcount and stock based compensation expense and other operating expenses driven primarily by increased spending to support the growth in our business infrastructure.

Provision for Income Taxes

Our provision for income taxes for the three months ended March 31, 2025 and 2024 resulted in an effective income tax rate of 28.1% and 26.5%, respectively. The effective tax rate differed from the federal statutory rate of 21.0% for the three months ended March 31, 2025 due primarily to state income taxes due states in which FinWise operates and estimated permanent differences related to officer compensation.

Net Income

The changes in net income for the three months ended March 31, 2025, compared to the same period in 2024, were primarily the result of the factors discussed above.

Financial Condition

The following table summarizes selected components of our consolidated balance sheets as of March 31, 2025 and December 31, 2024.


	As of						Change
($ in thousands)	March 31, 2025			December 31, 2024			$		%
Interest-bearing deposits in other banks	$	112,117		$	99,562		$	12,555	12.6	%
Investment securities available-for-sale, at fair value	30,138			29,930			208		0.7	%
Investment securities held-to-maturity, net	12,008			12,565			(557)		(4.4)	%
Strategic Program loans held-for-sale, at lower or cost or fair value	118,769			91,588			27,181		29.7	%
Loans held-for-investment, net	472,402			447,812			24,590		5.5	%
Total assets	804,129			745,976			58,153		7.8	%
Deposits	605,759			544,952			60,807		11.2	%
Total liabilities	626,768			572,256			54,512		9.5	%
Total shareholders' equity	177,361			173,720			3,641		2.1	%
Total equity to total assets	22.0		%	23.3		%			(1.3)	%

Interest-Bearing Deposits in Other Banks

The increase in interest-bearing deposits in other banks from December 31, 2024 to March 31, 2025, was primarily due to an increase in brokered time deposit balances. Aside from minimal balances held with our correspondent banks, the majority of our interest-bearing deposits are at the Federal Reserve.

Table of Contents

Securities

We use our securities portfolio to provide a source of liquidity, provide an appropriate return on funds invested, manage interest rate risk, meet collateral requirements and meet regulatory capital requirements.

We classify investment securities as either held-to-maturity or available-for-sale based on our intentions and our ability to hold such securities until maturity. In determining such classifications, securities that we have the positive intent and the ability to hold until maturity are classified as held-to-maturity and carried at amortized cost. All other securities are designated as available-for-sale and carried at estimated fair value with unrealized gains and losses included in shareholders’ equity on an after-tax basis.

The following table summarizes the weighted-average yields of our investment securities at March 31, 2025. The weighted average yield of investment securities was calculated using the sum of all interest that the investments generate, divided by the average book value. There are no tax-exempt securities.


	1 Year or Less		1 - 5 Years		5 - 10 Years		Over 10 Years		Total
Securities available-for-sale:
U.S. Treasuries	4.68	%	4.19	%	—	%	—	%	4.23	%

Securities held-to-maturity:
Mortgage-backed securities	—	%	3.30	%	1.32	%	1.73	%	1.85	%
Collateralized mortgage obligations	—	%	3.13	%	—	%	2.90	%	2.93	%
Total	4.68	%	4.14	%	1.32	%	2.40	%	3.71	%

There were no calls, sales or maturities of securities during the three months ended March 31, 2025 and 2024.

At March 31, 2025, we had a total of eighteen securities in an unrealized loss position, consisting of eight collateralized mortgage obligations and ten mortgage-backed securities. At December 31, 2024, we had a total of twenty-two securities in an unrealized loss position, consisting of four U.S. Treasuries, eight collateralized mortgage obligations and ten mortgage-backed securities.

Strategic Program Loans Held-for-Sale

We, through our Strategic Program service providers, issue, on a nationwide basis, unsecured and secured consumer and business loans to borrowers within certain approved credit profiles. Loans originated through these programs are limited to predetermined Bank underwriting criteria, which has been approved by our board of directors. We generally retain the loans and/or receivables for a number of business days after origination before selling the loans and/or receivables to the Strategic Program provider or another investor. Interest income is earned by us while holding the loans. These loans are classified as held-for-sale on the balance sheet and measured at the lower of cost or market.

Our Strategic Program loans held-for-sale increased $27.2 million as of March 31, 2025 compared to December 31, 2024, primarily as a result of greater hold periods for new originations for certain programs.

Table of Contents

Loans Held-for-Investment Portfolio

The following table summarizes our gross loan portfolio held-for-investment by loan program as of the dates indicated:


	As of March 31, 2025				As of December 31, 2024
($ in thousands)	Amount		% of total loans		Amount		% of total loans
SBA(1)	$	246,004	50.0	%	$	255,056	54.8	%
Commercial leases	76,823		15.6	%	70,153		15.1	%
Commercial, non-real estate	3,550		0.7	%	3,691		0.8	%
Residential real estate	55,814		11.3	%	51,574		11.1	%
Strategic Program loans	19,916		4.1	%	20,122		4.3	%
Commercial real estate:
Owner occupied	65,920		13.4	%	41,046		8.8	%
Non-owner occupied	1,390		0.3	%	1,379		0.3	%
Consumer	22,806		4.6	%	22,212		4.8	%
Total loans held-for-investment, gross	$	492,223	100.0	%	$	465,233	100.0	%

(1)SBA loans as of March 31, 2025 and December 31, 2024 include $150.0 million and $158.7 million, respectively, of SBA 7(a) loan balances that are guaranteed by the SBA.

We manage our loan portfolio based on factors that include concentrations per loan program and aggregated portfolio, industry of operation and geographies. We also monitor the impact of identified and estimated losses on capital as well as the pricing characteristics of each product. The following provides a general description and the risk characteristics relevant to each of the products. Each loan is assigned a risk grade during the origination and closing process by credit administration personnel based on criteria described later in this section. We analyze the resulting ratings, as well as other external statistics and factors such as delinquency, to track the migration performance of the portfolio balances. This ratings analysis is performed at least quarterly.

SBA loans

We originate and service loans partially guaranteed by the SBA under its Section 7(a) loan program for small businesses and professionals throughout the USA. Through our diversification efforts, we have built an SBA 7(a) portfolio that we believe positions us to better withstand economic shifts. For example, we focus on industries such as non-store retailers (e-commerce), ambulatory healthcare services, professional, scientific and technical services (including law firms), and merchant wholesalers.

As of March 31, 2025 and December 31, 2024, we had total SBA 7(a) loans of $246.0 million and $255.1 million, respectively, representing 50.0% and 54.8% of our total loans held-for-investment, respectively. Loans are sourced primarily through our referral relationship with BFG. Although BFG actively markets throughout the USA, because of its physical location in the New York area we have developed a lending presence in the New York and New Jersey geographies. The maximum SBA 7(a) loan amount is $5 million. Underwriting is generally based on commercial credit metrics where the primary repayment source is borrower cash flow, secondary is personal guarantor cash flow and tertiary is the sale of collateral pledged. These loans may be secured by commercial and residential mortgages as well as liens on business assets. In addition to typical underwriting metrics, we review the nature of the business, use of proceeds, length of time in business and management experience to help us target loans that we believe have lower credit risk. The SBA 7(a) program generally provides 50%, 75%, 85% and 90% guarantees for eligible SBA 7(a) loans. The guaranty is conditional and covers a portion of the risk of payment default by the borrower, but not the risk of improper underwriting, closing or servicing by the lender. As such, prudent underwriting, closing and servicing processes are essential to effective utilization of the SBA 7(a) program. Historically, we have generally sold the SBA-guaranteed portion (typically 75% of the principal balance) of a majority of the loans we originate at a premium in the secondary market while retaining all servicing rights and the unguaranteed portion; however, beginning in 2020, we made the decision to drive interest income by retaining a larger amount of the guaranteed portion of these loans. In light of suppressed gain-on-sale premiums and increasing variable loan rates during 2023, we retained on our balance sheet a greater percentage of the guaranteed portion of certain SBA loans that we originated than we have historically, which we believe will benefit us through stronger government

Table of Contents

guaranteed held-for-investment loan growth and an increased recurring stream of interest income and partially offset the decline in gain-on-sale revenue. During the third quarter of 2024 and considering the wider spreads on sale of SBA loans available, FinWise restarted selling limited amounts of SBA loans.

Commercial leases

As of March 31, 2025 and December 31, 2024, we had total commercial leases of $76.8 million and $70.2 million, respectively, representing 15.6% and 15.1% of our total loans held-for-investment, respectively. Underwriting for smaller credit requests from customers is generally based on an internal credit scorecard, incorporating several customer and structure attributes including: severity and aging of delinquency; number of credit inquiries; LTV ratio; term; and payment-to-income ratio. We periodically update our underwriting scorecard, which can have an impact on our credit tier scoring. Underwriting for larger credit requests from customers is generally based on commercial credit metrics where the primary repayment source considered is borrower cash flow, secondary is personal guarantor cash flow (when applicable) and tertiary is the sale of collateral pledged. The nature of the business, use of proceeds, length of time in business, management experience, repayment ability, credit history, ratio calculations and assessment of collateral adequacy are also considerations. These leases are generally secured by liens on business assets leased or purchased with Company funds. Historically, we have retained these leases on our balance sheet for investment; however, we may sell leases to certain purchasers from time to time.

Commercial, non-real estate

Commercial non-real estate loans consist of loans and leases made to commercial enterprises that are not secured by real estate. As of March 31, 2025 and December 31, 2024, we had total commercial non-real estate loans of $3.5 million and $3.7 million, respectively, representing 0.7% and 0.8% of our total loans held-for-investment, respectively. Any loan, lease, line of credit, or letter of credit (including any unfunded commitments) and any interest obtained in such loans made by another lender to individuals, sole proprietorships, partnerships, corporations, or other business enterprises for commercial, industrial, agricultural, or professional purposes, not secured by real estate, but not for personal expenditure purposes are included in this category. For example, commercial vehicle term loans and commercial working capital term loans. Underwriting is generally based on commercial credit metrics where the primary repayment source is borrower cash flow, secondary is personal guarantor cash flow (when applicable) and tertiary is the sale of collateral pledged. The nature of the business, use of proceeds, length of time in business, management experience, repayment ability, credit history, ratio calculations and assessment of collateral adequacy are all considerations. These loans are generally secured by liens on business assets. Historically, we have retained these loans on our balance sheet for investment.

Residential real estate

Residential real estate loans include construction, lot and land development loans that are for the purpose of acquisition and development of property to be improved through the construction of residential buildings, and loans secured by other residential real estate. As of March 31, 2025 and December 31, 2024, we had total residential real estate loans of $55.8 million and $51.6 million, respectively, representing 11.3% and 11.1% of our total loans held-for-investment, respectively. Construction loans are usually paid off through the conversion to permanent financing from third-party lending institutions. Lot loans may be paid off as the borrower converts to a construction loan. At the completion of the construction project, if the loan is converted to permanent financing by us or if scheduled loan amortization begins, it is then reclassified from construction to single-family dwelling. Underwriting of construction and development loans typically includes analysis of not only the borrower’s financial condition and ability to meet the required debt obligations, but also the general market conditions associated with the area and type of project being funded. These loans are generally secured by mortgages for residential property located primarily in the Salt Lake City, Utah MSA, and we obtain guarantees from responsible parties. Historically, we have retained these loans on our balance sheet for investment.

Strategic Program loans

We, through our Strategic Program service providers, issue, on a nationwide basis, unsecured and secured consumer and business loans to borrowers within certain approved credit profiles. Although we have generally sold most of these loans, we may choose to hold more of the funded loans and/or receivables based on a number of factors including the amount of our available capital. As of March 31, 2025 and December 31, 2024, we had total Strategic Program loans held-for-investment of $19.9 million and $20.1 million, respectively, representing 4.1% and 4.3% of our total loans held-for-investment, respectively. Loans originated through these programs are limited to predetermined Bank underwriting criteria, which has been approved by our board of directors. The primary form of repayment on these loans is from personal or business cash flow. Secured loans are secured by liens on consumer or business assets, as applicable. We reserve the right to sell any portion of funded loans and/or receivables directly to the Strategic Program service providers or other investors.

Table of Contents

We generally retain the legal right to service all these loans, but contract with the Strategic Program service provider or another approved sub-servicer to service these loans on our behalf.

Commercial real estate

Commercial real estate loans include loans to individuals, sole proprietors, partnerships, corporations, or other business enterprises for commercial, industrial, agricultural, or professional purposes, secured by real estate, but not for personal expenditure purposes. As of March 31, 2025 and December 31, 2024, we had total commercial real estate loans of $67.3 million and $42.4 million, respectively, representing 13.7% and 9.1% of our total loans held-for-investment, respectively. Of these amounts, $65.9 million and $41.0 million represented owner occupied properties as of March 31, 2025 and December 31, 2024, respectively. Underwriting is generally based on commercial credit metrics where the primary repayment source is borrower cash flow, secondary is personal guarantor cash flow (when applicable) and tertiary is the sale of collateral pledged. The nature of the business, use of proceeds, length of time in business, management experience, repayment ability, credit history, ratio calculations and assessment of collateral adequacy are all considerations. In addition to real estate, these loans may also be secured by liens on business assets. Historically, we have retained these loans on our balance sheet for investment.

Consumer

Consumer lending provides financing for personal, family, or household purposes on a nationwide basis. Most of these loans are originated through our POS platform and come from a variety of sources, including other approved merchant or dealer relationships and lending platforms. As of March 31, 2025 and December 31, 2024, we had total consumer loans of $22.8 million and $22.2 million, respectively, representing 4.6% and 4.8% of our total loans held-for-investment, respectively. We use a debt-to-income (“DTI”) ratio to determine whether an applicant will be able to service the debt. The DTI ratio compares the applicant’s anticipated monthly expenses and total monthly obligations to the applicant’s monthly gross income. Our policy is to limit the DTI ratio to 45% after calculating interest payments related to the new loan. Loan officers, at their discretion, may make exceptions to this ratio if the loan is within their authorized lending limit. DTI ratios of no more than 50% may be approved subject to an increase in interest rate. Strong offsetting factors such as higher discretionary income or large down payments are used to justify exceptions to these guidelines. All exceptions are documented and reported. While the loans are generally for the purchase of goods which may afford us a purchase money security interest, they are underwritten as if they were unsecured. On larger loans, we may file a Uniform Commercial Code (“UCC”) financing form. Historically, we have retained these loans on our balance sheet for investment.

Table of Contents

Loan Maturity

The following table details the contractual maturity ranges of loans in our loan portfolio and the amount of such loans with fixed and variable rates in each maturity range as of March 31, 2025:


	Remaining Contractual Maturity Held-for-Investment
($ in thousands)	One Year or Less		After One Year and Through Five Years		After Five Years and Through Fifteen Years		After Fifteen Years		Total
Fixed rate loans:
SBA	$	521	$	1,398	$	2,755	$	1,465	$	6,139
Commercial leases	20,726		53,942		2,154		—		76,822
Commercial, non-real estate	803		2,243		504		—		3,550
Residential real estate	8,075		4,245		18		—		12,338
Strategic Program loans	14,614		4,493		772		—		19,879
Commercial real estate
Owner occupied	2,119		1,254		—		—		3,373
Non-owner occupied	138		429		772		51		1,390
Consumer	6,188		15,316		1,302		—		22,806
Subtotal fixed rate loans	53,184		83,320		8,277		1,516		146,297

Variable rate loans:
SBA	19,259		76,184		101,411		43,011		239,865
Commercial leases	—		—		—		—		—
Commercial, non-real estate	—		—		—		—		—
Residential real estate	39,953		2,101		1,421		—		43,475
Strategic Program loans	3		12		23		—		38
Commercial real estate
Owner occupied	6,204		24,033		29,263		3,048		62,548
Non-owner occupied	—		—		—		—		—
Consumer	—		—		—		—		—
Subtotal variable rate loans	65,419		102,330		132,118		46,059		345,926
Total	$	118,603	$	185,650	$	140,395	$	47,575	$	492,223

Nonperforming Assets

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were contractually due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on nonaccrual status regardless of whether such loans are actually past due. In general, we place loans on nonaccrual status when they become 90 days past due. We also generally place loans on nonaccrual status if they are less than 90 days past due if the collection of principal or interest is in doubt. When interest accrual is discontinued, all unpaid accrued interest is reversed from income. Interest income is subsequently recognized only to the extent recoveries received (either from payments received from the customer, derived from the disposition of collateral or from legal action, such as judgment enforcement) exceed liquidation expenses incurred and outstanding principal.

A nonaccrual asset may be restored to accrual status when (1) none of its principal and interest is due and unpaid, and we expect repayment of the remaining contractual principal and interest, or (2) when asset otherwise becomes well secured and is not in the process of collection.

Table of Contents

Any loan which we deem to be uncollectible, in whole or in part, is charged off to the extent of the anticipated loss. In general, commercial loans that are past due for 90 days or more are charged off unless the loan is both well secured and in the process of collection. Consumer loans and credit card balances are charged off at 120 days and 180 days, respectively. We believe our disciplined lending approach and focused management of nonperforming assets has resulted in sound asset quality and timely resolution of problem assets. We have several procedures in place to assist us in maintaining the overall quality of our loan portfolio. We have established underwriting guidelines to be followed by our loan officers, and we also monitor our delinquency levels for any negative or adverse trends. There can be no assurance, however, that our loan portfolio will not become subject to increasing pressures from deteriorating borrower credit due to general economic conditions.

We had a total of $29.9 million in nonperforming assets, which included $0.5 million in material loan modifications at March 31, 2025. The amount of nonperforming assets as of March 31, 2025 includes $15.1 million of SBA 7(a) loan balances that are guaranteed by the SBA. We had $36.5 million in nonperforming assets which included $0.8 million in material loan modifications at December 31, 2024. The amount of nonperforming assets as of December 31, 2024 includes $19.2 million of SBA 7(a) loan balances that are guaranteed by the SBA. The decrease in nonperforming assets and material loan modifications from year-end was primarily attributable to the resolution of two loans offset in part by the migration of several smaller loans in the SBA 7(a) loan portfolio to nonperforming status. Due to elevated interest rates, the slowdown of consumer spending and the variable rate nature of our SBA portfolio, the risk of default is elevated and may result in additional delinquencies in future periods.

Our Strategic Program service providers also provide for loan modifications to borrowers. The service providers are authorized to make the loan modifications without prior FinWise consent to react to immediately to borrower contact and optimize collections. As of March 31, 2025 the balance of outstanding loan modifications was approximately $1.1 million.

Credit Risk Profile

We believe that we underwrite loans carefully and thoroughly, limiting our lending activities to those products and services where we have the resources and expertise to lend profitably without undue credit risk. We require all loans to conform to policy (or otherwise be identified as exceptions to policy and monitored and reported on, at minimum, quarterly) and be granted on a sound basis. Loans are made with a primary emphasis on loan profitability, credit risk and concentration exposures.

We are proactive in our approach to identifying and resolving problem loans and are focused on working with the borrowers and guarantors of problem loans to provide loan modifications when warranted. When considering how to best diversify our loan portfolio, we consider several factors including our aggregate and product-line specific concentration risks, our business line expertise, and the ability of our infrastructure to appropriately support the product. While certain product lines generate higher net charge-offs, our exposure is carefully monitored and mitigated by our concentration policies and reserved for by the loan loss allowance we maintain. Specifically, retention of certain Strategic Program loans with higher default rates accounts for a disproportionate amount of our charge-offs. In addition to our oversight of the credit policies and processes associated with these programs, we limit within our concentration policies the aggregate exposure of these loans as a percentage of the total loan portfolio, carefully monitor certain vintage loss-indicative factors such as first payment default and marketing channels, and appropriately provision for these balances so that the cumulative charge-off rates remain consistent with management expectations. While the level of nonperforming assets fluctuates in response to changing economic and market conditions, the relative size and composition of the loan portfolio, and our management’s degree of success in resolving problem assets, we believe our proactive stance to early identification and intervention is the key to successfully managing our loan portfolio.

Accurate and timely loan risk grading is considered a critical component of an effective credit risk management system. Loan grades take into consideration the borrower’s financial condition, industry trends, and the economic environment. Loan risk grades are changed as necessary to reflect the risk inherent in the loan. Among other things, we use loan risk grading information for loan pricing, risk and collection management and determining credit loss reserve adequacy. Further, on a quarterly basis, the Loan Committee holds a Loan Risk Grade meeting, wherein all loans in our portfolio are reviewed for accurate risk grading. Any changes are made after the Loan Risk Grade meeting to provide for accurate reporting. Reporting is achieved in Loan Committee minutes, which minutes are reviewed by the Board. We supplement credit department supervision of the loan underwriting, approval, closing, servicing and risk grading process with periodic loan reviews by risk department personnel specific to the testing of controls.

We use a grading system to rank the quality of each loan. The grade is periodically evaluated and adjusted as performance dictates. Internal loan grades are based on current financial information, historical payment experience, and credit

Table of Contents

documentation, among other factors. The following guidelines govern the assignment of these risk grades. We do not currently grade Strategic Program loans held-for-investment due to their small balances and homogenous nature. As credit quality for Strategic Program loans have been highly correlated with delinquency levels, the Strategic Program loans are evaluated collectively for impairment.

Pass - A Pass asset is higher quality and does not fit any of the other categories described below. The likelihood of loss is believed to be remote.

Watch – A Watch asset may be a larger loan or one that places a heavier reliance on collateral due to the relative financial strength of the borrower. The assets may be maintenance intensive requiring closer monitoring. The obligor is believed to have an adequate primary source of repayment. New loans pursuant to the SBA 7(a) program are classified as watch loans until they have a demonstrated period of satisfactory performance, typically 18 months.

Special Mention – A Special Mention asset has potential weaknesses that may be temporary or, if left uncorrected, may result in a loss. While concerns exist, we believe that it is currently protected against a default and loss is considered unlikely and not imminent.

Substandard – A Substandard asset is believed to be inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified have identified weaknesses and are characterized by the possibility that we may sustain some loss if deficiencies are not corrected.

Doubtful – A doubtful asset has an existing weakness or weaknesses that make collection or liquidation in full, on the

basis of currently existing facts and conditions, highly questionable and improbable.

Loss - A loss asset has an existing weakness or weaknesses that render the loan uncollectible and of such little value that continuing to carry as an asset on our books is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical nor desirable to defer writing off this basically worthless asset, even though partial recovery may be affected in the future.

Not Rated – For certain Strategic Program and consumer loans, we do not evaluate and risk rate the loans in the same manner as other loans in our portfolio. The Not Rated loans are typically homogenous, smaller dollar balances approved using abridged underwriting methods that allow us to streamline the loan approval process and increase efficiency. Credit quality for Strategic Program loans has been highly correlated with delinquency levels.

See Note 3 - Loans to the consolidated financial statements included in Part I, Item 1 for more information on the credit quality of our loans held-for-investment (“LHFI”) portfolio.

Allowance for Credit Losses

The estimate of credit loss incorporates assumptions for both the likelihood and amount of funding over the estimated life of the commitments, including adjustments for current conditions and reasonable and supportable forecasts. Management periodically reviews and updates its assumptions for estimated funding rates. Our judgment in determining the adequacy of the allowance is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available and as situations and information change. We evaluate the ACL on at least a quarterly basis and take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans and current economic conditions and trends that may affect the borrower’s ability to repay. The quality of the loan portfolio and the adequacy of the ACL is reviewed by regulatory examinations and our auditors.

Credit losses are charged against the ACL when we believe that the collectability of the principal loan balance is unlikely. Subsequent recoveries, if any, are credited to the ACL when received. The amortized cost basis of loans does not include accrued interest receivable, which is included in accrued interest receivable on the consolidated balance sheets. The provision for credit losses on the consolidated statements of income is a combination of the provision for credit losses and the provision for unfunded loan commitments.

Table of Contents

The following tables present a summary of changes in the ACL for the periods and dates indicated:


($ in thousands)	Three Months Ended March 31, 2025		Three Months Ended March 31, 2024
Allowance for credit losses:
Beginning balance	$	13,176	$	12,888
Provision for credit losses	3,307		3,145
Charge-offs
Construction and land development	—		—
Residential real estate	(7)		(64)
Residential real estate multifamily	—		—
Commercial real estate
Owner occupied	(68)		(525)
Non-owner occupied	—		—
Commercial and industrial	(83)		(54)
Consumer	(11)		(41)
Lease financing receivables	(36)		(111)
Strategic Program loans	(2,384)		(2,946)
Recoveries
Construction and land development	—		—
Residential real estate	3		53
Residential real estate multifamily	—		—
Commercial real estate
Owner occupied	16		3
Non-owner occupied	—		—
Commercial and industrial	14		—
Consumer	3		—
Lease financing receivables	(33)		—
Strategic Program loans	338		284
Ending balance	$	14,235	$	12,632

The following tables show the allocation of the ACL as of March 31, 2025 and December 31, 2024. The ACL related to Strategic Programs constitutes 43.3% and 47.8% of the total ACL while comprising 4.1% and 4.3%, respectively, of total loans held-for-investment as of March 31, 2025 and December 31, 2024, respectively. The percentage of ACL related to Strategic Program loans retained reflects the increased credit risks associated with certain retained Strategic Program loans.

Table of Contents


	March 31, 2025
($ in thousands)	Amount		% of Total Allowance
Construction and land development	$	988	6.9	%
Residential real estate	598		4.3	%
Residential real estate multifamily	38		0.3	%
Commercial real estate
Owner occupied	3,632		25.5	%
Non-owner occupied	126		0.9	%
Commercial and industrial	431		3.0	%
Consumer	676		4.7	%
Lease financing receivables	1,587		11.1	%
Strategic Program loans	6,159		43.3	%
Total	$	14,235	100.0	%


	December 31, 2024
($ in thousands)	Amount		% of Total Allowance
Construction and land development	$	374	2.8	%
Residential real estate	788		6.0	%
Residential real estate multifamily	38		0.4	%
Commercial real estate
Owner occupied	2,834		21.5	%
Non-owner occupied	113		0.9	%
Commercial and industrial	700		5.3	%
Consumer	638		4.8	%
Commercial leases	1,387		10.5	%
Strategic Program loans	6,304		47.8	%
Total	$	13,176	100.0	%

The following table reflects the ratios of the ACL to total LHFI, nonaccrual loans to total LHFI, and the ACL to nonaccrual loans by CECL loan category as of March 31, 2025:


	ACL to Total LHFI		Nonaccrual Loans to Total LHFI		ACL to Nonaccrual Loans
Construction and land development	2.1	%	—	%	—	%
Residential real estate	1.0	%	12.3	%	8.3	%
Residential real estate multifamily	2.3	%	—	%	—	%
Commercial real estate
Owner occupied	1.8	%	8.6	%	20.9	%
Non-owner occupied	0.9	%	21.0	%	4.5	%
Commercial and industrial	0.8	%	3.2	%	26.4	%
Consumer	3.0	%	—	%	—	%
Lease financing receivables	2.1	%	0.5	%	381.4	%
Strategic Program loans	30.9	%	—	%	—	%
Total	2.9	%	6.0	%	48.5	%

Table of Contents

The following table reflects the ratios of the ACL to total LHFI, nonaccrual loans to total LHFI, and the ACL to nonaccrual loans by CECL loan category as of December 31, 2024:


	ACL to Total LHFI		Nonaccrual Loans to Total LHFI		ACL to Nonaccrual Loans
Construction and land development	0.9	%	—	%	—	%
Residential real estate	1.3	%	11.8	%	10.9	%
Residential real estate multifamily	2.3	%	—	%	—	%
Commercial real estate
Owner occupied	1.5	%	12.4	%	12.0	%
Non-owner occupied	0.9	%	21.8	%	4.1	%
Commercial and industrial	1.6	%	4.0	%	39.2	%
Consumer	2.9	%	—	%	—	%
Lease financing receivables	2.0	%	0.5	%	385.4	%
Strategic Program loans	31.3	%	—	%	—	%
Total	2.8	%	7.7	%	36.9	%

When comparing March 31, 2025 to December 31, 2024, the decrease in ACL to total loans held-for-investment was primarily due to the reduction in Strategic Program loans held-for-investment. The decrease in nonaccrual loans to total loans held-for-investment as shown above was primarily due to the growth in the loans held-for-investment portfolio. The decrease in the ACL to nonaccrual loans ratio as shown above primarily pertained to growth in the nonaccrual loans concentrated in the SBA product which has a lower risk profile than the Strategic Program loans.

The following table summarizes net charge-offs (“NCO”), average loans and the ratio of annualized NCO to average loans for the periods indicated:


	Three Months Ended March 31, 2025						Three Months Ended March 31, 2024
($ in thousands)	Net Charge- Offs		Average Loans		Annualized NCO to Average Loans		Net Charge- Offs		Average Loans		Annualized NCO to Average Loans
Construction and land development	$	—	$	45,695	—	%	$	—	$	29,050	—	%
Residential real estate	4		58,380		—	%	11		52,377		0.1	%
Residential real estate multifamily	—		1,707		—	%	—		798
Commercial real estate
Owner occupied	52		198,317		0.1	%	522		192,579		1.1	%
Non-owner occupied	—		13,191		—	%	—		15,381		—	%
Commercial and industrial	69		51,112		0.5	%	54		22,169		1.0	%
Consumer	8		22,597		0.1	%	41		12,617		1.3	%
Lease financing receivables	69		74,501		0.4	%	111		44,001		1.0	%
Strategic Program loans	2,046		20,280		40.9	%	2,662		18,328		58.4	%
Total	$	2,248	$	485,780	1.9	%	$	3,401	$	387,300	3.5	%

The total ratio of annualized NCO to average loans outstanding was lower during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, primarily due to the loan portfolio growth in loans deemed to have less credit risk.

Table of Contents

Total Assets

Total assets at March 31, 2025 were $804.1 million, an increase of $58.2 million from December 31, 2024. The increase in total assets was primarily due to continued growth in our loans held-for-investment, net, and loans held-for-sale portfolios of $24.6 million and $27.2 million, respectively, as well as an increase of $12.6 million in interest-bearing cash deposits.

Deposits

Deposits are the major source of funding for us. We offer a variety of deposit products including interest and noninterest bearing demand accounts, HSA demand deposits, money market and savings accounts and certificates of deposit, all of which we market at competitive pricing. We generate deposits from our customers on a relationship basis and through access to national institutional and brokered deposit sources. We also generate deposits in relation to our Strategic Programs in the form of reserve accounts as discussed above. These deposits add an element of flexibility in that they tend to increase or decrease in relation to the size of our Strategic Program loan portfolio. In addition to the reserve account, some Strategic Program loan originators maintain operating deposit accounts with us.

The following tables present the end of period and average balances of our deposit portfolio for the periods indicated (average balances have been calculated using daily averages):


	March 31, 2025				December 31, 2024
($ in thousands)	Total		Percent		Total		Percent
Period end:
Noninterest-bearing demand deposits	$	123,322	20.4	%	$	126,782	23.3	%
Interest-bearing deposits:
Demand	83,410		13.8	%	71,403		13.1	%
Savings	8,888		1.5	%	9,287		1.7	%
Money markets	17,939		2.9	%	16,709		3.0	%
Time certificates of deposit	372,200		61.4	%	320,771		58.9	%
Total period end deposits	$	605,759	100.0	%	$	544,952	100.0	%

The increase in total deposits as of March 31, 2025 compared to December 31, 2024 was driven primarily by increases in brokered time deposits of $53.0 million, which were added to fund loan growth and increase balance sheet liquidity. Deposits are used to fund our lending programs.

As an FDIC-insured institution, our deposits are insured up to applicable limits by the Deposit Insurance Fund (“DIF”) of the FDIC. The Dodd-Frank Act raised the limit for federal deposit insurance to $250,000 for most deposit accounts and increased the cash limit of Securities Investor Protection Corporation protection from $100,000 to $250,000. Our total estimated uninsured deposits were $191.6 million and $183.2 million as of March 31, 2025 and December 31, 2024, respectively. Estimated uninsured deposits at the Bank as of March 31, 2025 include $36.4 million of total deposits contractually required to be maintained at the Bank pursuant to our Strategic Program agreements and an additional $38.5 million of total deposits associated with accounts owned by the parent holding company or the Bank. The maturity profile of our uninsured time deposits, those amounts that exceed the FDIC insurance limit, at March 31, 2025 is as follows:


	March 31, 2025
($ in thousands)	Three months or less		More than three months to six months		More than six months to twelve months		More than twelve months		Total
Time deposits, uninsured	$	1,307	$	1,571	$	52	$	191	$	3,121

Total Liabilities

Total liabilities increased to $626.8 million, or 9.5%, as of March 31, 2025 from $572.3 million as of December 31, 2024 primarily due to an increase in deposits as discussed above.

Table of Contents

Liquidity and Capital Resources

Liquidity Management

Liquidity management is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, the sale of loans, principal and interest repayments on loans and net profits. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows, loan prepayments, loan sales and security sales are greatly influenced by general interest rates, economic conditions, and competition.

Our primary source of funds to originate new loans is derived from deposits. Deposits are comprised of core and non-core deposits. To attract core deposits from local and nationwide consumer and commercial markets, we historically paid rates at the higher end of the market, which we have been able to pay due to the higher margin of our technology oriented business model. We utilize rate listing services and website advertising to attract deposits from consumer and commercial sources. Non-core deposits generally include brokered deposits and deposits acquired through the utilization of a listing service.

We intend to have various term offerings to match our funding needs. With no current plans to expand our brick-and-mortar branch network, online and mobile banking offers a means to meet customer needs and better efficiency through technology compared to traditional branch networks. We believe that the rise of mobile and online banking provides us the opportunity to further leverage the technological competency we have demonstrated in recent years.

We regularly adjust our investment in liquid assets based upon our assessment of (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities and (4) the objectives of our asset/liability management, funds management and liquidity policies. The objective of our liquidity policy is to control the risk to our earnings and capital arising from the inability to meet obligations in a timely manner. This entails ensuring sufficient funds are available at all times and at a reasonable cost to meet potential demands from both fund providers and borrowers.

We primarily utilize short-term and long-term borrowings to supplement deposits to fund our lending and investment activities. At March 31, 2025, we had the ability to access $246.3 million from the Federal Reserve Bank on a collateralized basis. The Bank had an available unsecured line of credit with two correspondent banks to borrow up to $6.1 million in overnight funds. We also maintain a $25.7 million line of credit with Federal Home Loan Bank, secured by specific pledged loans. We had no outstanding balances on any unsecured or secured lines of credit as of March 31, 2025.

Our most liquid assets are cash and cash equivalents. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. At March 31, 2025, liquid assets (defined as cash and due from banks and interest-bearing deposits) totaled $120.3 million and constituted 15.0% of total assets. We believe that our liquid assets combined with the available lines of credit and our ability to generate core and non-core funding provides adequate liquidity to meet our current financial obligations for at least the next 12 months.

Capital Resources

We seek to maintain adequate capital to support anticipated asset growth, operating needs and unexpected risks, and to ensure that we are in compliance with all current and anticipated regulatory capital guidelines. Our primary sources of new capital include retained earnings and proceeds from the sale and issuance of capital stock or other securities. Expected future use or activities for which capital may be set aside include balance sheet growth and associated relative increases in market or credit exposure, investment activity, potential product and business expansions, acquisitions and strategic or infrastructure investments.

Shareholders’ equity increased $3.6 million to $177.4 million at March 31, 2025 compared to $173.7 million at December 31, 2024, primarily due to our net income and stock-based compensation.

We use several indicators of capital strength. The most commonly used measure is total equity to total assets, which was 22.0% and 23.3% as of March 31, 2025 and December 31, 2024, respectively.

Our return on average equity was 7.4% and 8.4% for the three months ended March 31, 2025 and 2024, respectively. Our return on average assets was 1.7% and 2.2% for the three months ended March 31, 2025 and 2024, respectively.

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by

Table of Contents

regulators that, if undertaken, could have a material effect on our business. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities, and certain off-balance-sheet items as calculated pursuant to regulatory definitions and requirements. The sufficiency of capital and the Bank’s capital classifications are also subject to qualitative judgments by the regulators about risk weightings and other factors.

Under the prompt corrective action rules, an institution is deemed “well capitalized” if its Tier 1 leverage ratio, Common Equity Tier 1 ratio, Tier 1 Capital ratio, and Total Capital ratio meet or exceed 5%, 6.5%, 8%, and 10%, respectively. On September 17, 2019, the federal banking agencies jointly issued a rule intending to simplify the regulatory capital requirements described above for qualifying community banking organizations that opt into the Community Bank Leverage Ratio framework, as required by Section 201 of the Regulatory Relief Act. The Bank elected to opt into the Community Bank Leverage Ratio framework starting in 2020. Under these capital requirements the Bank must maintain a leverage ratio greater than 9.0% to be considered well-capitalized.

As of March 31, 2025, the most recent notification from the FDIC categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action (there are no conditions or events since that notification we believe have changed the Bank’s category). See Note 5 - Capital Requirements for additional information regarding our regulatory capital requirements.

Stock Repurchase Program

We have a stock repurchase program authorized by our Board of Directors. The stock repurchase program became effective as of March 6, 2024 and authorizes us to repurchase 641,832 shares of our common stock in the aggregate in open market transactions, privately negotiated transactions, or any manner that complies with the provisions of Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as pursuant to a trading plan under Rule 10b5-1 under the Exchange Act. Our decision to repurchase shares will depend on a variety of factors, including but not limited to, the market price and trading volume of our common stock, general market and economic conditions, the ongoing assessment of our capital needs, and applicable legal and regulatory requirements. The repurchase program does not obligate us to purchase any particular number of shares and may be limited or terminated at any time without prior notice. During the three months ended March 31, 2025, there were no open-market share repurchases. Since the repurchase program’s inception, we have repurchased and subsequently retired a total of 44,608 shares for $0.5 million at an average price of $10.30 per share. See Note 1 - Summary of Significant Accounting Policies for more information.

Contractual Obligations

We have contractual obligations to make future payments on debt and lease agreements. While our liquidity monitoring and management consider both present and future demands for and sources of liquidity, the following table of contractual commitments focuses only on future obligations and summarizes our contractual obligations as of March 31, 2025:


($ in thousands)	Total		Less than One Year		One to Three Years		Three to Five Years		More Than Five Years
Contractual Obligations
Deposits without stated maturity	$	233,559	$	233,559	$	—	$	—	$	—
Time deposits	372,200		246,645		71,750		42,124		11,681
Operating lease obligations	5,464		889		2,372		2,203		—
Total	$	611,223	$	481,093	$	74,122	$	44,327	$	11,681

Off-Balance-Sheet Financing Arrangements

In the normal course of business, we enter into certain off-balance sheet arrangements to meet the financing needs of our customers. These transactions include commitments to extend credit, which involves, to varying degrees, elements of credit risk and interest rate risk exceeding the amounts recognized in our consolidated statements of financial condition. Our exposure to credit loss is represented by the contractual amounts of these commitments. The same credit policies and procedures are used in making these commitments as for on-balance sheet instruments. With the exception of these off-balance sheet arrangements, we have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations,

Table of Contents

liquidity, capital expenditures or capital resources. For details of our commitments to extend credit please See Note 6 - Commitments and Contingencies.

Reconciliations of Non-GAAP Financial Measures

We believe that both management and investors benefit from certain non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to our historical performance. We believe these non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze the health of our business. Accordingly, we believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team. Our calculation of these non-GAAP financial measures may differ from similarly-titled non-GAAP measures, if any, reported by our peers. These non-GAAP financial measures should not be considered in isolation from, or as substitutes for, financial information prepared in accordance with GAAP.

FinWise has entered into agreements with certain of its Strategic Program service providers pursuant to which the service providers provide credit enhancement on loans which protects the Bank by indemnifying or reimbursing the Bank for incurred credit and fraud losses. We estimate and record a provision for expected losses for these Strategic Program loans in accordance with GAAP, which requires estimation of the provision without consideration of the credit enhancement. When the provision for expected losses over the life of the loans that are subject to such credit enhancement is recorded, a credit enhancement asset reflecting the potential future recovery of those losses is also recorded on the balance sheet in the form of non-interest income (credit enhancement income). Reimbursement or indemnification for incurred losses is provided for through a deposit reserve account that is replenished periodically by the respective Strategic Program service provider. Any remaining income on such loans in excess of the amounts retained by FinWise and placed in the deposit reserve account are paid to the Strategic Program service provider. Income on such loans in excess of amounts retained by FinWise are expensed for services provided by the Strategic Program service provider including its legal commitment to indemnify or reimburse all credit or fraud losses pursuant to credit enhancement agreements. The credit enhancement asset is reduced as credit enhancement payments and recoveries are received from the Strategic Program service provider or taken from its cash reserve account. If the Strategic Program service provider is unable to fulfill its contracted obligations under its credit enhancement agreement, then the Bank could be exposed to the loss of the reimbursement and credit enhancement income as a result of this counterparty risk. See the following reconciliations of non-GAAP measures for the impact of the credit enhancement on our financial condition and results.

The following non-GAAP measures are presented to illustrate the impact of certain credit enhancement expenses on total interest income on LHFI and average yield on LHFI:


	As of and for the Three Months Ended
	March 31, 2025
($ in thousands; unaudited)		Total Average LHFI		Total Interest Income on LHFI		Average Yield on LHFI
Before adjustment for credit enhancement		$	485,780	$	12,891	10.76	%
Less: credit enhancement expense				(11)
Net of adjustment for credit enhancement expenses		$	485,780	$	12,880	10.76	%

Total interest income on LHFI net of credit enhancement expense and the average yield on LHFI net of credit enhancement expense are non-GAAP measures that include the impact of credit enhancement expense on total interest income on LHFI and the respective average yield on LHFI, the most directly comparable GAAP measures.

The following non-GAAP measures are presented to illustrate the impact of certain credit enhancement expenses on net interest income and NIM:

Table of Contents


	As of and for the Three Months Ended
	March 31, 2025
($ in thousands; unaudited)		Total Average Interest-Earning Assets		Net Interest Income		Net Interest Margin
Before adjustment for credit enhancement		$	700,500	$	14,280	8.27	%
Less: credit enhancement expense				(11)
Net of adjustment for credit enhancement expenses		$	700,500	$	14,269	8.27	%

Net interest income and net interest margin net of credit enhancement expense are non-GAAP measures that include the impact of credit enhancement expenses on net interest income and net interest margin, the most directly comparable GAAP measures.

Non-interest expenses less credit enhancement expenses is a non-GAAP measure presented to illustrate the impact of credit enhancement expense on non-interest expense:


($ in thousands; unaudited)	Three Months Ended March 31, 2025
Total non-interest expense	$	14,318
Less: credit enhancement expense	(11)
Total non-interest expense less credit enhancement expenses	$	14,307

Total non-interest expense less credit enhancement expense is a non-GAAP measure that illustrates the impact of credit enhancement expenses on non-interest expense, the most directly comparable GAAP measure.

Total non-interest income less credit enhancement income is a non-GAAP measure to illustrate the impact of credit enhancement income resulting from credit enhanced loans on non-interest income:


($ in thousands; unaudited)	Three Months Ended March 31, 2025
Total non-interest income	$	7,810
Less: credit enhancement income	(85)
Total non-interest income less credit enhancement income	$	7,725

Total non-interest income less indemnification income is a non-GAAP measure that illustrates the impact of credit enhancement income on non-interest income. The most directly comparable GAAP measure is non-interest income.

The following non-GAAP measure is presented to illustrate the effect of the credit enhanced program that creates the credit enhancement on the allowance for credit losses:


($ in thousands; unaudited)	As of March 31, 2025
Allowance for credit losses	$	(14,235)
Less: allowance for credit losses related to credit enhanced loans	(195)
Allowance for credit losses excluding the effect of the allowance for credit losses related to credit enhanced loans	$	(14,040)

The allowance for credit losses excluding the effect of the allowance for credit losses related to credit enhanced loans is a non-GAAP measure that reflects the effect of the credit enhanced program on the allowance for credit losses. The total outstanding balance of LHFI with credit enhancement as of March 31, 2025 and December 31, 2024 was approximately $1.3 million and $0.9 million, respectively.

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Many assumptions are used to calculate the impact of interest rate fluctuations on our net interest income, such as asset prepayments, non-maturity deposit price sensitivity and decay rates, and key rate drivers. Because of the inherent use of these estimates and assumptions in the model, our actual results may, and very likely will, differ from our static earnings at risk (“EAR”) results. In addition, static EAR results do not include actions that our management may undertake to manage the risks in response to anticipated changes in interest rates or client behavior. For example, as part of our asset/liability management strategy, management has the ability to increase asset duration and decrease liability duration in order to reduce asset sensitivity, or to decrease asset duration and increase liability duration in order to increase asset sensitivity.

The following table summarizes the results of our EAR analysis in simulating the change in net interest income and fair value of equity over a 12-month horizon as of March 31, 2025:

IMPACT ON NET INTEREST INCOME UNDER A STATIC BALANCE SHEET, PARALLEL INTEREST RATE SHOCK


Earnings at risk	-400 bps		-300 bps		-200 bps		-100 bps		Flat		+100 bps		+200 bps		+300 bps		+400 bps
March 31, 2025	(14.0)	%	(9.7)	%	(6.0)	%	(2.8)	%	—	%	3.8	%	7.9	%	11.9	%	16.0	%

Utilizing an economic value of equity (“EVE”) approach, we analyze the risk to capital from the effects of various interest rate scenarios through a long-term discounted cash flow model. This measures the difference between the economic value of our assets and the economic value of our liabilities, which is a proxy for our liquidation value. While this provides some value as a risk measurement tool, management believes EAR is more appropriate in accordance with the going concern principle.

The following table illustrates the results of our EVE analysis as of March 31, 2025:

ECONOMIC VALUE OF EQUITY ANALYSIS UNDER A STATIC BALANCE SHEET, PARALLEL INTEREST RATE SHOCK


Economic value of equity	-400 bps		-300 bps		-200 bps		-100 bps		Flat		+100 bps		+200 bps		+300 bps		+400 bps
March 31, 2025	(20.5)	%	(13.8)	%	(7.5)	%	(3.1)	%	—	%	2.7	%	5.3	%	7.6	%	9.6	%

Interest Rate Sensitivity and Market Risk

As a financial institution, our primary component of market risk is interest rate volatility. Our asset liability and funds management policy provides management with the guidelines for funds management, and we have established a measurement system for monitoring our net interest rate sensitivity position. We endeavor to manage our sensitivity position within our established guidelines.

Fluctuations in interest rates will ultimately impact both the level of income and the market value of all interest earning assets and interest-bearing liabilities, other than those that have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.

We endeavor to manage our exposure to interest rates by structuring our balance sheet in the ordinary course of business. We do not enter into instruments such as leveraged derivatives, financial options or financial futures contracts for the purpose of reducing interest rate risk. Based on the nature of our operations, we are not subject to foreign exchange or commodity price risk. We do not own any trading assets.

Table of Contents

Our exposure to interest rate risk is managed by the Bank’s Asset/Liability Management Committee (“ALCO”) in accordance with policies approved by our board of directors. The ALCO formulates strategies based on perceived levels of interest rate risk. In determining the appropriate level of interest rate risk, the committee considers the impact on earnings and capital of the current outlook for interest rates, potential changes in interest rates, regional economies, liquidity, business strategies and other factors. The ALCO meets regularly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses, purchase and sale activities, commitments to originate loans and the maturities of investments and borrowings. Additionally, the ALCO reviews liquidity, capital planning, cash flow flexibility, maturities of deposits and consumer and commercial deposit activity. Management employs methodologies to manage interest rate risk, which include an analysis of relationships between interest earning assets and interest-bearing liabilities and an interest rate shock simulation model.

Table of Contents

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently subject to any material legal proceedings. We are from time to time subject to claims and litigation arising in the ordinary course of business. These claims and litigation may include, among other things, allegations of violation of banking and other applicable regulations, competition law, labor laws and consumer protection laws, as well as claims or litigation relating to intellectual property, securities, breach of contract and tort. We intend to defend ourselves vigorously against any pending or future claims and litigation in any case where we disagree with the claims made.

In the current opinion of management, the likelihood is remote that the impact of such ordinary course proceedings, either individually or in the aggregate, would have a material adverse effect on our results of operations, financial condition or cash flows. However, one or more unfavorable outcomes in any claim or litigation against us could have a material adverse effect for the period in which they are resolved. In addition, regardless of their merits or their ultimate outcomes, such matters are costly, divert management’s attention and may materially adversely affect our reputation, even if resolved in our favor.

Item 1A. Risk Factors

There are a number of factors that may adversely affect our business, financial results or stock price. Refer to Part I, Item 1A. “Risk Factors” of the 2024 Form 10-K for a discussion of these risks. There have been no material changes to the risk factors disclosed in our 2024 Form 10-K, as filed with the SEC on March 25, 2024, except as noted below.

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.

We have entered into agreements with certain of our Strategic Program service providers pursuant to which the service providers provide credit enhancement on loans which protects the Bank by indemnifying or reimbursing the Bank for incurred credit and fraud losses. Reimbursement or indemnification for incurred losses is provided for through a deposit reserve account that is replenished periodically by the respective service provider. In the event that cash flow from the loans covered by the agreement is insufficient to fund the deposit reserve account in an amount required to support the service provider’s indemnification or reimbursement obligations due to deterioration of the performance of such loans or otherwise, and the service provider is unable or unwilling to fund any shortfalls or otherwise breaches its obligations under the agreement, we will generally retain all income related to such loans (which may be reduced) and assume responsibility for primarily servicing the loans. Consequently, we would retain all the contractual interest but would be exposed to increased credit or fraud risk or losses on such loans as a result of this counterparty risk.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On March 7, 2024, we announced that the Board had authorized, effective March 6, 2024, a common stock repurchase program to purchase up to 641,832 shares of our common stock in the aggregate. The repurchase program expires on March 31, 2026, but may be limited or terminated at any time without prior notice. The repurchase program authorized the repurchase by us of our common stock in open market transactions, including pursuant to a trading plan in accordance with Rule 10b-18 promulgated under the Exchange Act of 1934, as amended (the "Exchange Act"), or privately negotiated transactions. Repurchases may also be made pursuant to a trading plan under Rule 10b5-1 under the Exchange Act, which would permit shares to be repurchased when we might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions. The Share Repurchase Committee, designated by the Board of Directors, will determine the actual timing, number and value of any shares repurchased in its discretion depending on a variety of factors, including but not limited to, the market price and trading volume of our common stock, general market and economic conditions, the ongoing assessment of our capital needs, and applicable legal and regulatory requirements. The repurchase program does not obligate us to purchase any particular number of shares. There were no repurchases of our common stock during the three months ended March 31, 2025. At March 31, 2025, 597,224 shares remain available for repurchase.

Item 3. Defaults Upon Senior Securities

None.

Table of Contents

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

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 March 31, 2025. 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.

Item 6. Exhibits

Exhibits.


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)).
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).
10.1						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).
10.2						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).
31.1*						Rule 13a-14(a) Certification of the Principal Executive Officer.
31.2*						Rule 13a-14(a) Certification of the Principal Financial Officer.
32.1**						Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.
101.INS*						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*						Inline XBRL Taxonomy Extension Schema Document.
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*						Cover Page Interactive Data File (embedded within the Inline XBRL document in Exhibit 101).

* Filed herewith.

** The certifications attached hereto are not considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), as amended, or otherwise subject to the limitations of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Table of Contents

SIGNATURES

Pursuant to the requirements 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

Date: May 13, 2025	By:	/s/ Kent Landvatter
		Kent Landvatter
		Chief Executive Officer and Chairman
		(Principal Executive Officer)

Date: May 13, 2025	By:	/s/ Robert Wahlman
		Robert Wahlman
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)