finw-20240126
0001856365FALSE00018563652024-01-292024-01-29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  January 26, 2024
FINWISE BANCORP
(Exact name of registrant as specified in its charter)
Utah001-4072183-0356689
(State or other jurisdiction of incorporation or organization)(Commission file number)(I.R.S. employer identification no.)
756 East Winchester St., Suite 100
84107
Murray,Utah
(Address of principal executive offices)(Zip code)
Registrant’s telephone number, including area code:  (801501-7200
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.          
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Common Stock, par value $0.001 per shareFINWThe NASDAQ Stock Market LLC



Item 1.01Entry into a Material Definitive Agreement

As previously disclosed, on July 25, 2023, FinWise Bancorp (the "Company") entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Business Funding Group, LLC (“BFG”) and four members of BFG (“Sellers”). On January 26, 2024, the Company and the Sellers entered into an Amendment to the Purchase Agreement (the “Amendment”) pursuant to which:

a.The Company will acquire an additional 10% nonvoting ownership interest in BFG (the “Transaction”). When combined with the Company’s existing 4.7% voting ownership interest and 5.3% nonvoting ownership interest, following the Company’s acquisition in the Transaction of such additional 10% nonvoting ownership interest in BFG, the Company will have a 20% ownership interest in BFG comprising a 4.7% voting ownership interest and a 15.3% nonvoting ownership interest;

b.At the closing of the Transaction (the "Closing"), the Company will issue in the aggregate 339,176 shares of Common Stock of the Company, par value $0.001 per share, in a private placement to the Sellers in exchange for their 10% aggregate ownership interest in BFG; and

c.Either of the Company or the Sellers may terminate the Purchase Agreement if any condition to its or their obligations, as the case may be, have not been satisfied by February 29, 2024.

The foregoing description of the Amendment and the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Item 1.01 by reference.

This Current Report on Form 8-K (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 the Company’s current views with respect to, among other things, future events and its 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 the Company’s industry and management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company’s control. The inclusion of these forward-looking statements should not be regarded as a representation by the Company or any other person that such expectations, estimates and projections will be achieved. Accordingly, the Company cautions 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 the Company believes 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.

There are or will be important factors that could cause the Company’s actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following: (a) the possibility that the proposed acquisition of ownership interests in BFG does not close when expected or at all because required regulatory approvals are not received or other conditions to closing are not satisfied on a timely basis or at all; (b) that the Company may be required to modify the terms and conditions of the proposed acquisition to obtain regulatory approval; (c) that the anticipated benefits of the proposed acquisition 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 the Company and BFG do business; and (d) other factors listed from time to time in the Company’s filings with the Securities and Exchange Commission, including, without limitation, its Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent reports on Form 10-Q and Form 8-K.

Any forward-looking statement speaks only as of the date of this Report, and the Company does 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 the Company to predict their occurrence. In addition,



the Company cannot assess the impact of each risk and uncertainty on its 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.
Item 2.02Results of Operations and Financial Condition.
Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a press release of FinWise Bancorp (the “Company”), dated January 29, 2024, reporting the Company’s financial results for the fiscal quarter ended December 31, 2023.
The information set forth under this “Item 2.02 Results of Operations and Financial Condition,” including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Description
10.1
99.1
104Cover Page Interactive Data File (embedded with the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, FinWise Bancorp has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DATE:  January 29, 2024FINWISE BANCORP
/s/ Javvis Jacobson
Name: Javvis Jacobson
Title: Chief Financial Officer and Executive Vice President

Document
https://cdn.kscope.io/85d44cd0ea75302742d4a3938566b09c-image_0.jpg

FINWISE BANCORP REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS
- Net Income of $4.2 Million for Fourth Quarter of 2023 -
- Diluted Earnings Per Share of $0.32 for Fourth Quarter of 2023 -


MURRAY, UTAH, January 29, 2024 (GLOBE NEWSWIRE) FinWise Bancorp (NASDAQ: FINW) (“FinWise” or the “Company”), parent company of FinWise Bank (the “Bank”), today announced results for the quarter ended December 31, 2023.
Fourth Quarter 2023 Highlights
Loan originations were $1.2 billion, compared to $1.1 billion for the quarter ended September 30, 2023, and $1.2 billion for the fourth quarter of the prior year
Net interest income was $14.4 million, compared to $14.4 million for the quarter ended September 30, 2023, and $12.6 million for the fourth quarter of the prior year
Net Income was $4.2 million, compared to $4.8 million for the quarter ended September 30, 2023, and $6.5 million for the fourth quarter of the prior year
Diluted earnings per share (“EPS”) were $0.32 for the quarter, compared to $0.37 for the quarter ended September 30, 2023, and $0.49 for the fourth quarter of the prior year
Efficiency ratio was 55.8%, compared to 51.3% for the quarter ended September 30, 2023, and 45.6% for the fourth quarter of the prior year (1)
Annualized return on average equity (ROAE) was 10.8%, compared to 12.8% in the quarter ended September 30, 2023, and 19.1% in the fourth quarter of the prior year
Non-performing loans were $27.1 million as of December 31, 2023, compared to $10.7 million as of September 30, 2023, and $0.4 million as of December 31, 2022(2)
(1) See “Reconciliation of Non-GAAP to GAAP Financial Measures” for a reconciliation of this non-GAAP measure.
(2) Of the non-performing loans $15.0 million, $4.7 million, and $0, respectively, as of December 31, 2023, September 30, 2023, and December 31, 2022 is guaranteed by the SBA.

“2023 marked another year of achievements and progress for our team, highlighting the resilience of our differentiated business model, despite a challenging macroeconomic backdrop,” said Kent Landvatter, Chief Executive Officer and President of FinWise. “Our ongoing strategy to drive profitable growth through the strength of our existing businesses continued to progress as envisioned and as we communicated since our IPO. Looking ahead, we plan to continue building our strategic initiatives, including our Payments Hub and BIN Sponsorship businesses expected to become operational later this year, which we expect will provide us with an integrated banking-as-a-service capability. We believe that this offering will complement our already robust platform, further diversify our business model and position the Company for longer-term growth.”



1


Selected Financial Data
For the Three Months Ended
For the Years Ended
($s in thousands, except per share amounts)12/31/20239/30/202312/31/202212/31/202312/31/2022
Net Income$4,156$4,804$6,545$17,460$25,115
Diluted EPS$0.32$0.37$0.49$1.33$1.87
Return on average assets2.9 %3.7 %6.6 %3.5 %6.4 %
Return on average equity10.8 %12.8 %19.1 %11.9 %19.6 %
Yield on loans16.21 %17.40 %19.04 %17.05 %18.52 %
Cost of deposits4.82 %4.34 %1.98 %4.22 %1.17 %
Net interest margin10.61 %11.77 %14.27 %11.65 %14.04 %
Efficiency ratio(1)
55.8 %51.3 %45.6 %53.1 %43.9 %
Tangible book value per share(2)
$12.41$12.04$10.95$12.41$10.95
Tangible shareholders’ equity to tangible assets(2)
26.5 %27.1 %35.0 %26.5 %35.0 %
Leverage Ratio (Bank under CBLR)20.7 %22.1 %25.1 %20.7 %25.1 %
Full-time Equivalent (FTEs)
162158140162140
(1) This measure is not a measure recognized under United States generally accepted accounting principles, or GAAP, and is therefore considered to be a non-GAAP financial measure. See “Reconciliation of Non-GAAP to GAAP Financial Measures” for a reconciliation of this measure to its most comparable GAAP measure. The efficiency ratio is defined as total noninterest expense divided by the sum of net interest income and noninterest income. The Company believes this measure is important as an indicator of productivity because it shows the amount of revenue generated for each dollar spent.
(2) This measure is not a measure recognized under GAAP and is therefore considered to be a non-GAAP financial measure. See “Reconciliation of Non-GAAP to GAAP Financial Measures” for a reconciliation of this measure to its most comparable GAAP measure. Tangible shareholders’ equity is defined as total shareholders’ equity less goodwill and other intangible assets. The most directly comparable GAAP financial measure is total shareholder’s equity. The Company had no goodwill or other intangible assets as of any of the dates indicated. The Company has not considered loan servicing rights or loan trailing fee asset as intangible assets for purposes of this calculation. As a result, tangible shareholders’ equity is the same as total shareholders’ equity as of each of the dates indicated.

Net Income
Net income was $4.2 million for the fourth quarter of 2023, compared to $4.8 million for the third quarter of 2023 and $6.5 million for the fourth quarter of 2022. The decrease from the prior quarter was primarily due to an increase in salaries and employee benefits and professional service expenses driven by increased spending on business infrastructure. This was partially offset by an increase in the fair value of the Company’s investment in Business Funding Group (“BFG”). The decrease from the prior year period was primarily due to lower gain on sale of loans and an increase in salaries and employee benefits expense driven by increased spending on business infrastructure, partially offset by an increase in net interest income driven by growth in the loans held for investment portfolio.

Net Interest Income
Net interest income was $14.4 million for the fourth quarter of 2023, compared to $14.4 million for the third quarter of 2023 and $12.6 million for the fourth quarter of 2022. The slight decrease from the prior quarter was primarily due to increased interest rates and increased average interest-bearing liability balances, substantially offset by increases in the Bank’s average balances for the loans held for investment portfolio. The increase from the prior year period was primarily due to increases in the Bank’s average balances for the loans held for investment portfolio, partially offset by increased interest rates and increased average interest-bearing liability balances.

Loan originations totaled $1.2 billion for the fourth quarter of 2023, compared to $1.1 billion for the prior quarter and $1.2 billion for the prior year period.

2


Net interest margin for the fourth quarter of 2023 was 10.61%, compared to 11.77% for the prior quarter and 14.27% for the prior year period. The decrease from the prior quarter was mainly due to a loan mix shift toward loans carrying lower yields in the held for investment portfolio and an increase in the volume of brokered certificates of deposit. The decrease from the prior year period was primarily due to a reduction in average balances in the Company’s loans held for sale portfolio along with a shift in the Company’s deposit portfolio mix from lower to higher cost deposits, partially offset by an increase in average balances for the Company’s loans held for investment portfolio.

Provision for Credit Losses
The Company’s provision for credit losses was $3.2 million for the fourth quarter of 2023, compared to $3.1 million for the prior quarter and $3.2 million for the prior year period. The increase from the prior quarter was mainly due to qualitative factor adjustments based on the increase of special mention, non-accrual and nonperforming assets primarily related to the SBA portfolio. Provision for credit losses for the fourth quarter of 2023 was substantially flat compared to the prior year period. However, the provision for the prior year period was calculated under the incurred loss model rather than the current expected credit loss methodology as required under ASU 2016-13 and is not necessarily comparable to the provisions charged in 2023.

Non-interest Income
For the Three Months Ended
($ in thousands)12/31/20239/30/202312/31/2022
Noninterest income:   
Strategic Program fees$4,229 $3,945 $4,487 
Gain on sale of loans440 357 4,163 
SBA loan servicing fees450 199 547 
Change in fair value on investment in BFG200 (500)300 
Other miscellaneous income716 1,228 278 
Total noninterest income$6,035 $5,229 $9,775 

Non-interest income was $6.0 million for the fourth quarter of 2023, compared to $5.2 million for the prior quarter and $9.8 million for the prior year period. The increase from the prior quarter was primarily due to the change in the fair value of the Company’s investment in BFG, partially offset by a decrease in other miscellaneous income primarily related to a $0.6 million gain on the resolution of a forbearance agreement in the Company’s SBA lending program recognized in the prior quarter which did not occur in the fourth quarter of 2023. The decrease from the prior year period was mainly due to a reduction in gain on sale of loans primarily attributable to the gain on sale of loans recorded in the prior year period to establish a new Loan Trailing Fee Asset of approximately $2.3 million and the Company’s increased retention of the guaranteed portion of SBA loans the Company originates to increase interest income which resulted in a corresponding decrease in gain on sale income. Lower fees associated with originations of Strategic Program loans also contributed to the decrease from the prior year period. The decrease was partially offset by an increase in other miscellaneous income primarily related to increased revenue from growth in the Company’s operating lease portfolio.
3


Non-interest Expense
For the Three Months Ended
($ in thousands)12/31/20239/30/202312/31/2022
Non-interest expense   
Salaries and employee benefits$7,396 $6,416 $5,805 
Professional services1,433 750 1,609 
Occupancy and equipment expenses923 958 843 
(Recovery) impairment of SBA servicing asset(122)337 779 
Other operating expenses1,751 1,609 1,184 
Total noninterest expense$11,381 $10,070 $10,220 

Non-interest expense was $11.4 million for the fourth quarter of 2023, compared to $10.1 million for the prior quarter and $10.2 million for the prior year period. The increase from the prior quarter was primarily due to an increase in salaries and employee benefits and professional service expenses driven by increased spending on business infrastructure. This was partially offset by an increase in the fair value of the Company’s investment in Business Funding Group (“BFG”) that did not occur in the prior quarter. The increase from the prior year period was primarily due to an increase in salaries and employee benefits related to a higher number of employees and an increase in other operating expenses primarily related to occupancy and equipment expense, partially offset by a recovery on the Company’s SBA servicing asset which did not occur in the prior year period.

The Company’s efficiency ratio was 55.8% for the fourth quarter of 2023, compared to 51.3% for the prior quarter and 45.6% for the prior year period.

Tax Rate
The Company’s effective tax rate was 28.5% for the fourth quarter of 2023, compared to 26.1% for the prior quarter and 27.3% for the prior year period. The increase from the prior quarter and prior year was due primarily to a state tax related true-up.

Balance Sheet
The Company’s total assets were $586.2 million as of December 31, 2023, an increase from $555.1 million as of September 30, 2023 and $400.8 million as of December 31, 2022. The increase from September 30, 2023 was primarily due to continued growth of deposits to support growth in the Company’s SBA, commercial-non real estate, consumer, and residential real estate loan portfolios. The increase in total assets compared to December 31, 2022 was primarily due to increases in deposits to support growth in the Company’s SBA, commercial non-real estate, and Strategic Program loans held-for-sale portfolios as well as interest-bearing deposits.

4


The following table shows the loan portfolio as of the dates indicated:
12/31/20239/30/202312/31/2022
($s in thousands)
Amount% of total loansAmount% of total loansAmount% of total loans
SBA
$239,922 64.5 %$219,305 65.0 %$145,172 61.4 %
Commercial, non-real estate
40,567 10.9 %34,044 10.1 %11,484 4.9 %
Residential real estate
38,123 10.2 %34,891 10.3 %37,815 16.0 %
Strategic Program loans held for investment
19,408 5.2 %20,040 5.9 %24,259 10.2 %
Commercial real estate
22,823 6.1 %21,680 6.4 %12,063 5.1 %
Consumer
11,372 3.1 %7,675 2.3 %5,808 2.4 %
Total period end loans
$372,215 100.0 %$337,635 100.0 %$236,601 100.0 %
Note: SBA loans as of December 31, 2023, September 30, 2023 and December 31, 2022 include $131.7 million, $112.5 million and $49.5 million, respectively, of SBA 7(a) loan balances that are guaranteed by the SBA. The held for investment balance on Strategic Programs with annual interest rates below 36% as of December 31, 2023, September 30, 2023 and December 31, 2022 was $3.6 million, $4.4 million and $8.5 million, respectively.

Total loans receivable as of December 31, 2023 were $372.2 million, an increase from $337.6 million and $236.6 million as of September 30, 2023 and December 31, 2022, respectively. The increase compared to September 30, 2023 and December 31, 2022 was primarily due to increases in the SBA 7(a) and commercial loan portfolios.

The following table shows the Company’s deposit composition as of the dates indicated:
As of
12/31/20239/30/202312/31/2022
($s in thousands)
AmountPercentAmountPercentAmountPercent
Noninterest-bearing demand deposits
$95,486 23.6 %$94,268 24.4 %$78,817 32.5 %
Interest-bearing deposits:
Demand
50,058 12.4 %87,753 22.7 %50,746 20.8 %
Savings
8,633 2.1 %8,738 2.3 %8,289 3.4 %
Money market
11,661 2.9 %15,450 3.9 %10,882 4.5 %
Time certificates of deposit
238,995 59.0 %180,544 46.7 %94,264 38.8 %
Total period end deposits
$404,833 100.0 %$386,753 100.0 %$242,998 100.0 %

Total deposits as of December 31, 2023 increased to $404.8 million from $386.8 million and $243.0 million as of September 30, 2023 and December 31, 2022, respectively. The increase from September 30, 2023 was driven primarily by an increase in brokered time certificates of deposit, partially offset by a decrease in brokered interest-bearing demand deposits. The increase from December 31, 2022 was driven primarily by an increase in brokered time certificate of deposits, noninterest-bearing demand deposits, and money market deposits, partially offset by a decrease in interest-bearing demand deposits. As of December 31, 2023, 31.1% of deposits at the Bank level were uninsured, compared to 31.7% as of September 30, 2023. As of December 31, 2023, 6.8% of total bank deposits were required under the Company’s Strategic Program agreements and an additional 11.2% were associated with other accounts owned by the Company or the Bank.

Total shareholders’ equity as of December 31, 2023 increased $4.7 million to $155.1 million from $150.4 million at September 30, 2023. Compared to December 31, 2022, total shareholders’ equity increased by $14.6 million from $140.5 million. The increase from September 30, 2023 was primarily due to the Company’s net income. The increase from December 31, 2022 was primarily due to the Company’s net income, partially offset by the repurchase of common stock under the Company’s share repurchase program.

5


Bank Regulatory Capital Ratios
The following table presents the leverage ratios for the Bank as of the dates indicated as determined under the Community Bank Leverage Ratio Framework of the Federal Deposit Insurance Corporation:
As of 
Capital Ratios
12/31/2023 9/30/2023 12/31/2022 Well-Capitalized Requirement
Leverage Ratio
20.7%22.1%25.1%9.0%

The Bank’s capital levels remain significantly above well-capitalized guidelines as of December 31, 2023.

Asset Quality
Nonperforming loans were $27.1 million, or 7.3% of total loans receivable, as of December 31, 2023, compared to $10.7 million or 3.2% of total loans receivable, as of September 30, 2023 and $0.4 million or 0.2% as of December 31, 2022. Of the $27.1 million, $10.7 million, and $0.4 million nonperforming loans as of December 31, 2023, September 30, 2023 and December 31, 2022, respectively, $15.0 million, $4.7 million, and $0, respectively, is guaranteed by the SBA and $12.1 million, $6.0 million, and $0.4 million, respectively, is the balance of loans which do not carry SBA guarantees. The increase in nonperforming loans from the prior periods was primarily attributable to several loans in the SBA 7(a) loan portfolio moving to non-accrual status due mainly to the negative impact of elevated interest rates on the Company’s small business borrowers. The Company’s allowance for credit losses to total loans held for investment was 3.5% as of December 31, 2023 compared to 3.8% as of September 30, 2023 and 5.1% as of December 31, 2022. The Company’s increased retention of most of the originated guaranteed portions in its SBA 7(a) loan program has been the primary factor in the decrease in this ratio from the prior quarter and year.

For the fourth quarter of 2023, the Company’s net charge-offs were $3.4 million, compared to $2.2 million for the prior quarter and $3.2 million for the prior year period. The increase compared to the prior quarter was primarily due to increased charge-offs related to the Company’s SBA portfolio and a large recovery in the SBA portfolio in the prior quarter which did not occur in the fourth quarter of 2023. The increase compared to the fourth quarter of 2022 was primarily due to increased charge-offs related to the Company’s SBA portfolio, partially offset by lower net charge-offs related to strategic program loans.

6


The following table presents a summary of changes in the allowance for credit losses and asset quality ratios for the periods indicated:

For the Three Months Ended
($s in thousands)
12/31/20239/30/202312/31/2022
Allowance for Credit Losses:
  
Beginning Balance(1)
$12,986 $12,321 $11,968 
Provision for Credit Losses
3,272  2,910  3,202 
Charge offs*
  
Construction and land development  
Residential real estate(104)
Residential real estate multifamily
Commercial real estate(561)(31)
Commercial and industrial(281)(107)
Consumer(22)(28)(62)
Lease financing receivables
Strategic Program loans(2,656)(2,748)(3,440)
Recoveries*
Construction and land development
Residential real estate
Residential real estate multifamily
Commercial real estate(11)389 
Commercial and industrial18 
Consumer64 
Lease financing receivables
Strategic Program loans261 257 244 
Ending Balance
$12,888 $12,986 $11,985 

Asset Quality Ratios
As of and For the Three Months Ended
($s in thousands, annualized ratios)
12/31/20239/30/202312/31/2022
Nonperforming loans**
$27,127 $10,703 $356 
Nonperforming loans to total loans held for investment
7.3 %3.2 %0.2 %
Net charge offs to average loans held for investment
3.8 %2.8 %5.8 %
Allowance for credit losses to loans held for investment
3.5 %3.8 %5.1 %
Net charge offs
$3,370 $2,245 $3,185 
(1) The Company adopted ASU 2016-13 as of January 1, 2023. The 2022 amounts presented are calculated under the prior accounting standard.
*Charge offs and recoveries for the three months ended December 31, 2022 have been reclassified in accordance with the credit loss model adopted by the Company on January 1, 2023.
**Nonperforming loans as of December 31, 2023 and September 30, 2023 include $15.0 million and $4.7 million, respectively, of SBA 7(a) loan balances that are guaranteed by the SBA.

Definitive Agreement
The Company entered into a definitive agreement, dated as of July 25, 2023, as amended, with BFG and four members of BFG to acquire an additional 10% of its nonvoting ownership interests in exchange for 339,176 shares of the Company’s stock, subject to regulatory approval and other customary closing conditions. Upon closing, the Company’s total equity ownership of BFG will increase to 20%. Either of the Company or the sellers may terminate the agreement if any condition to its or their obligations, as the case may be, have not been satisfied by February 29, 2024.

7


Webcast and Conference Call Information
FinWise will host a conference call today at 5:30 PM ET to discuss its financial results for the fourth quarter of 2023. A simultaneous audio webcast of the conference call will be available on the Company’s investor relations section of the website https://viavid.webcasts.com/starthere.jsp?ei=1645148&tp_key=89214a9e98.

The dial-in number for the conference call is (877) 423-9813 (toll-free) or (201) 689-8573 (international). The conference ID is 13742798. Please dial the number 10 minutes prior to the scheduled start time.

A webcast replay of the call will be available at investors.finwisebancorp.com for six months following the call.

Website Information

The Company intends to use its website, www.finwisebancorp.com, as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Such disclosures will be included in the Company’s website’s Investor Relations section. Accordingly, investors should monitor the Investor Relations portion of the Company’s website, in addition to following its press releases, filings with the Securities and Exchange Commission (“SEC”), public conference calls, and webcasts. To subscribe to the Company’s e-mail alert service, please click the “Email Alerts” link in the Investor Relations section of its website and submit your email address. The information contained in, or that may be accessed through, the Company’s website is not incorporated by reference into or a part of this document or any other report or document it files with or furnishes to the SEC, and any references to the Company’s website are intended to be inactive textual references only.

About FinWise Bancorp
FinWise Bancorp is a Utah bank holding company headquartered in Murray, Utah. FinWise operates through its wholly-owned subsidiary, FinWise Bank, a Utah state-chartered bank. FinWise currently operates one full-service banking location in Sandy, Utah. FinWise is a nationwide lender to and takes deposits from consumers and small businesses. Learn more at www.finwisebancorp.com.

Contacts
investors@finwisebank.com

media@finwisebank.com

8


"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995
This release 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 the Company’s current views with respect to, among other things, future events and its 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 the Company’s industry and management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company’s control. The inclusion of these forward-looking statements should not be regarded as a representation by the Company or any other person that such expectations, estimates and projections will be achieved. Accordingly, the Company cautions 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 the Company believes 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.

There are or will be important factors that could cause the Company’s actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following: (a) the success of the financial technology industry, as well as the continued evolution of the regulation of this industry; (b) the ability of the Company’s Strategic Program or “BaaS” service providers to comply with regulatory regimes, and the Company’s ability to adequately oversee and monitor its Strategic Program and BaaS service providers; (c) the Company’s ability to maintain and grow its relationships with its service providers; (d) changes in the laws, rules, regulations, interpretations or policies relating to financial institutions, accounting, tax, trade, monetary and fiscal matters, including the application of interest rate caps or maximums; (e) the Company’s ability to keep pace with rapid technological changes in the industry or implement new technology effectively; (f) system failure or cybersecurity breaches of the Company’s network security; (g) the Company’s reliance on third-party service providers for core systems support, informational website hosting, internet services, online account opening and other processing services; (h) general economic and business conditions, either nationally or in the Company’s market areas; (i) increased national or regional competition in the financial services industry; (j) the Company’s ability to measure and manage its credit risk effectively and the potential deterioration of the business and economic conditions in the Company’s primary market areas; (k) the adequacy of the Company’s risk management framework; (l) the adequacy of the Company’s allowance for credit losses (“ACL”); (m) the financial soundness of other financial institutions; (n) new lines of business or new products and services; (o) changes in Small Business Administration (“SBA”) rules, regulations and loan products, including specifically the Section 7(a) program or changes changes to the status of the Bank as an SBA Preferred Lender; (p) the value of collateral securing the Company’s loans; (q) the Company’s levels of nonperforming assets; (r) losses from loan defaults; (s) the Company’s ability to protect its intellectual property and the risks it faces with respect to claims and litigation initiated against the Company; (t) the Company’s ability to implement its growth strategy; (u) the Company’s ability to launch new products or services successfully; (v) the concentration of the Company’s lending and depositor relationships through Strategic Programs in the financial technology industry generally; (w) interest-rate and liquidity risks; (x) the effectiveness of the Company’s internal control over financial reporting and its ability to remediate any future material weakness in its internal control over financial reporting; (y) potential exposure to fraud, negligence, computer theft and cyber-crime and other disruptions in the Company’s computer systems relating to its development and use of new technology platforms; (z) dependence on our management team and changes in management composition; (aa) the sufficiency of the Company’s capital; (bb) compliance with laws and regulations, supervisory actions, the Dodd-Frank Act, capital requirements, the Bank Secrecy Act and other anti-
9


money laundering laws, predatory lending laws, and other statutes and regulations; (cc) results of examinations of the Company by its regulators; (dd) the Company’s involvement from time to time in legal proceedings; (ee) natural disasters and adverse weather, acts of terrorism, pandemics, an outbreak of hostilities or other international or domestic calamities, and other matters beyond the Company’s control; (ff) future equity and debt issuances; (gg) the possibility that the proposed acquisition of BFG equity interests does not close when expected or at all because required regulatory approvals are not received or other conditions to closing are not satisfied on a timely basis or at all; (hh) that the Company may be required to modify the terms and conditions of the proposed acquisition to obtain regulatory approval; (ii) that the anticipated benefits of the proposed acquisition 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 the Company and BFG do business; and (jj) other factors listed from time to time in the Company’s filings with the Securities and Exchange Commission, including, without limitation, its Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent reports on Form 10-Q and Form 8-K.

Any forward-looking statement speaks only as of the date of this release, and the Company does 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 the Company to predict their occurrence. In addition, the Company cannot assess the impact of each risk and uncertainty on its 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.
10


FINWISE BANCORP
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
($s in thousands)
As of
 12/31/2023 9/30/2023 12/31/2022

(Unaudited)
(Unaudited)
ASSETS
 
Cash and cash equivalents  
Cash and due from banks
$411  $379  $386 
Interest-bearing deposits
116,564 126,392 100,181
Total cash and cash equivalents
116,975 126,771 100,567
Investment securities held-to-maturity, at cost
15,388 15,840 14,292
Investment in Federal Home Loan Bank (FHLB) stock, at cost
238 476 449
Strategic Program loans held-for-sale, at lower of cost or fair value47,514 45,710 23,589
Loans receivable, net
358,560 324,197 224,217
Premises and equipment, net
14,630 14,181 9,478
Accrued interest receivable
3,573 2,711 1,818
Deferred taxes, net
  1,167
SBA servicing asset, net
4,231 4,398 5,210
Investment in Business Funding Group (BFG), at fair value
4,200 4,000 4,800
Operating lease right-of-use (“ROU”) assets
4,293 4,481 5,041
         Income tax receivable, net
2,4001,134
Other assets
14,219 11,157 10,152
Total assets
$586,221  $555,056  $400,780 
    
LIABILITIES AND SHAREHOLDERS’ EQUITY
    
Liabilities
    
Deposits
    
Noninterest-bearing
$95,486 $94,268 $78,817 
Interest-bearing
309,347 292,485164,181
Total deposits
404,833 386,753242,998
Accrued interest payable
619 58154
Income taxes payable, net
1,873 1,077
Deferred taxes, net
748234
PPP Liquidity Facility
190 221314
Operating lease liabilities
6,296 6,5457,020
Other liabilities
16,606 10,3208,858
Total liabilities
431,165 404,654260,321
    
Shareholders’ equity
    
Common Stock
12 1213
Additional paid-in-capital
51,200 50,70354,614
Retained earnings
103,844 99,68785,832
Total shareholders’ equity
155,056 150,402 140,459
Total liabilities and shareholders’ equity
$586,221  $555,056  $400,780 



11


FINWISE BANCORP
CONSOLIDATED STATEMENTS OF INCOME
($s in thousands, except per share amounts; Unaudited)

 For the Three Months Ended
 12/31/20239/30/2023 12/31/2022
Interest income
  
Interest and fees on loans
$16,192 $15,555  $12,440 
Interest on securities
101  88  73 
Other interest income
1,759  1,569  757 
Total interest income
18,052  17,212  13,270 
   
Interest expense
  
Interest on deposits
3,685  2,801  624 
Total interest expense
3,685  2,801  624 
Net interest income
14,367  14,411  12,646 
   
Provision for credit losses(1)
3,210  3,070  3,202 
Net interest income after provision for credit losses
11,157  11,341  9,444 
   
Non-interest income
  
Strategic Program fees
4,229  3,945  4,487 
Gain on sale of loans, net
440  357  4,163 
SBA loan servicing fees
450  199  547 
Change in fair value on investment in BFG
200  (500) 300 
Other miscellaneous income
716  1,228  278 
Total non-interest income
6,035  5,229  9,775 
   
Non-interest expense
  
Salaries and employee benefits
7,396  6,416  5,805 
Professional services
1,433  750  1,609 
Occupancy and equipment expenses
923  958  843 
(Recovery) impairment of SBA servicing asset
(122) 337  779 
Other operating expenses
1,751  1,609  1,184 
Total non-interest expense
11,381  10,070  10,220 
Income before income tax expense
5,811  6,500  8,999 
   
Provision for income taxes
1,655  1,696  2,454 
Net income
$4,156 $4,804  $6,545 

Earnings per share, basic
$0.33 $0.38 $0.51 
Earnings per share, diluted
$0.32 $0.37 $0.49 

Weighted average shares outstanding, basic
12,261,10112,387,39212,740,933
Weighted average shares outstanding, diluted
12,752,05112,868,20713,218,403
Shares outstanding at end of period
12,493,56512,493,56512,831,345
(1) The Company adopted ASU 2016-13 as of January 1, 2023. The 2022 amounts presented are calculated under the prior accounting standard.
12


FINWISE BANCORP
CONSOLIDATED STATEMENTS OF INCOME
($s in thousands, except per share amounts)

 
For the Years Ended
 12/31/202312/31/2022
(Unaudited)
Interest income
 
Interest and fees on loans
$58,445 $50,941 
Interest on securities
338 208 
Other interest income
5,751 1,180 
Total interest income
64,534  52,329 
  
Interest expense
 
Interest on deposits
9,974 1,432 
Interest on PPP Liquidity Facility
Total interest expense
9,975  1,434 
Net interest income
54,559  50,895 
  
Provision for credit losses(1)
11,638 13,519 
Net interest income after provision for credit losses
42,921  37,376 
  
Non-interest income
 
Strategic Program fees
15,914 22,467 
Gain on sale of loans, net
1,684 13,550 
SBA loan servicing fees
1,466 1,603 
Change in fair value on investment in BFG
(600)(1,100)
Other miscellaneous income
2,616 891 
Total non-interest income
21,080  37,411 
  
Non-interest expense
 
Salaries and employee benefits
25,751 24,489 
Professional services
4,961 5,454 
Occupancy and equipment expenses
3,312 2,204 
(Recovery) impairment of SBA servicing asset
(376)1,728 
Other operating expenses
6,540 4,881 
Total non-interest expense
40,188  38,756 
Income before income tax expense
23,813  36,031 
  
Provision for income taxes
6,353 10,916 
Net income
$17,460 $25,115 

Earnings per share, basic
$1.38 $1.96 
Earnings per share, diluted
$1.33 $1.87 

Weighted average shares outstanding, basic
12,488,56412,729,898
Weighted average shares outstanding, diluted
12,909,64813,357,022
Shares outstanding at end of period
12,493,56512,831,345
(1) The Company adopted ASU 2016-13 as of January 1, 2023. The 2022 amounts presented are calculated under the prior accounting standard.
13


FINWISE BANCORP
AVERAGE BALANCES, YIELDS, AND RATES
($s in thousands; Unaudited)

For the Three Months Ended
12/31/20239/30/202312/31/2022

Average BalanceInterestAverage Yield/RateAverage BalanceInterestAverage Yield/RateAverage BalanceInterestAverage Yield/Rate
Interest earning assets:
     
   Interest bearing deposits
$125,462  $1,759  5.56 %$116,179  $1,569  5.36 %$78,619 $757 3.85 %
   Investment securities
15,670 101 2.56 % 14,958 88 2.34 % 14,414 732.03 %
   Loans held for sale
45,370 4,307 37.66 % 38,410 3,823 39.49 % 43,751 3,99036.48 %
   Loans held for investment
350,852 11,885 13.44 % 316,220 11,732 14.72 % 217,619 8,45015.53 %
   Total interest earning assets
537,354 18,052 13.33 % 485,767 17,212 14.06 % 354,403 13,27014.98 %
Non-interest earning assets
32,202   27,240   21,208 
Total assets
$569,556   $513,007   $375,611  
Interest bearing liabilities:
         
   Demand
$47,784  $562  4.67 %$48,303  $483  3.96 %$44,115 $375 3.40 %
   Savings
8,096 13 0.65 % 9,079 17 0.74 % 7,60550.26 %
   Money market accounts
13,419 53 1.55 % 15,140 142 3.73 % 15,109 451.19 %
   Certificates of deposit
234,088 3,057 5.18 % 183,273 2,159 4.67 % 59,273 1991.34 %
   Total deposits
303,387 3,685 4.82 % 255,795 2,801 4.34 % 126,102 6241.98 %
   Other borrowings
206  0.35 % 235  0.35 % 330 0.35 %
   Total interest bearing liabilities
303,593 3,685 4.82 % 256,030 2,801 4.34 % 126,432 6241.97 %
Non-interest bearing deposits
92,767   92,077   96,581 
Non-interest bearing liabilities
21,099   16,299   17,164 
Shareholders’ equity
152,097   148,601   135,434 
Total liabilities and shareholders’ equity
$569,556   

$513,007   $375,611 $375,611  
Net interest income and interest rate spread
  $14,367  8.51 %   $14,411  9.72 %$12,646 $12,646 13.01 %
Net interest margin
    10.61 %     11.77 %14.27 %
Ratio of average interest-earning assets to average interest- bearing liabilities
    177.00 %     189.73 %280.31 %



14


FINWISE BANCORP
AVERAGE BALANCES, YIELDS, AND RATES
($s in thousands)

For the Years Ended
12/31/202312/31/2022
(Unaudited)

Average BalanceInterestAverage Yield/RateAverage BalanceInterestAverage Yield/Rate
Interest earning assets:
     
   Interest bearing deposits
$110,866 $5,751 5.19 %$74,920 $1,180 1.58 %
   Investment securities
14,7313382.30 %12,4912081.67 %
   Loans held for sale
39,09015,05138.50 %65,73721,23732.31 %
   Loans held for investment
303,78443,39414.28 %209,35229,70414.19 %
   Total interest earning assets
468,472 64,534 13.78 % 362,500 52,329 14.44 %
Non-interest earning assets
25,26919,325  
Total assets
$493,740   $381,825   
Interest bearing liabilities:
       
   Demand
$45,454 $1856 4.08 %$17,564 $531 3.02 %
   Savings
8,207510.62 %7,31070.10 %
   Money market accounts
13,6653622.65 %26,0541160.45 %
   Certificates of deposit
168,8877,7054.56 %71,6617781.09 %
   Total deposits
236,213 9,974 4.22 % 122,589 1,432 1.17 %
   Other borrowings
25110.35 %56620.35 %
   Total interest bearing liabilities
236,464 9,975 4.22 % 123,155 1,434 1.16 %
Non-interest bearing deposits
93,126114,174
Non-interest bearing liabilities
17,25015,781
Shareholders’ equity
146,901128,715
Total liabilities and shareholders’ equity
$493,740   

$381,825   
Net interest income and interest rate spread
  $54,559  9.56 %   $50,895  13.28 %
Net interest margin
    11.65 %     14.04 %
Ratio of average interest-earning assets to average interest- bearing liabilities
    198.12 %     294.34 %


15


FINWISE BANCORP
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA
($s in thousands, except per share amounts; Unaudited)
 As of and for the Three Months Ended
 12/31/2023 9/30/2023 12/31/2022
Selected Loan Metrics
Amount of loans originated
$1,177,704  $1,061,327  $1,219,851 
Selected Income Statement Data
  
Interest income
$18,052  $17,212  $13,270 
Interest expense
3,685  2,801  624 
Net interest income14,367  14,411  12,646 
Provision for credit losses
3,210  3,070  3,202 
Net interest income after provision for credit losses
11,157  11,341  9,444 
Non-interest income
6,035  5,229  9,775 
Non-interest expense
11,381  10,070  10,220 
Provision for income taxes
1,655  1,696  2,454 
Net income4,156  4,804  6,545 
Selected Balance Sheet Data
  
Total Assets
$586,221  $555,056  $400,780 
Cash and cash equivalents116,975  126,771  100,567 
Investment securities held-to-maturity, at cost
15,388  15,840  14,292 
Loans receivable, net
358,560  324,197  224,217 
Strategic Program loans held-for-sale, at lower of cost or fair value
47,514  45,710  23,589 
SBA servicing asset, net
4,231  4,398  5,210 
Investment in Business Funding Group, at fair value
4,200  4,000  4,800 
Deposits
404,833  386,753  242,998 
Total shareholders' equity155,056  150,402  140,459 
Tangible shareholders’ equity (1)
155,056  150,402  140,459 
Share and Per Share Data
  
Earnings per share - basic
$0.33  $0.38  $0.51 
Earnings per share - diluted
$0.32  $0.37  $0.49 
Book value per share
$12.41 $12.04 $10.95 
Tangible book value per share (1)
$12.41  $12.04  $10.95 
Weighted avg outstanding shares - basic
12,261,101 12,387,392 12,740,933
Weighted avg outstanding shares - diluted
12,752,051 12,868,207 13,218,403
Shares outstanding at end of period12,493,565 12,493,565 12,831,345
Capital Ratios
Total shareholders' equity to total assets
26.5 %27.1 %35.0 %
Tangible shareholders’ equity to tangible assets (1)
26.5 %27.1 %35.0 %
Leverage Ratio (Bank under CBLR)
20.7 %22.1 %25.1 %
(1) This measure is not a measure recognized under United States generally accepted accounting principles, or GAAP, and is therefore considered to be a non-GAAP financial measure. See “Reconciliation of Non-GAAP to GAAP Financial Measures” for a reconciliation of this measure to its most comparable GAAP measure. Tangible shareholders’ equity is defined as total shareholders’ equity less goodwill and other intangible assets. The most directly comparable GAAP financial measure is total shareholder’s equity. We had no goodwill or other intangible assets as of any of the dates indicated. We have not considered loan servicing rights or loan trailing fee asset as intangible assets for purposes of this calculation. As a result, tangible shareholders’ equity is the same as total shareholders’ equity as of each of the dates indicated.
16


Reconciliation of Non-GAAP to GAAP Financial Measures
 Efficiency ratio
Three Months Ended
For the Years Ended
 12/31/20239/30/202312/31/202212/31/202312/31/2022
($s in thousands)
  
Non-interest expense$11,381 $10,070 $10,220 $40,188 $38,756 
Net interest income14,367  14,411  12,646 54,559 50,895 
Total non-interest income6,035  5,229  9,775 21,080 37,411 
Adjusted operating revenue
$20,402 $19,640 $22,421 $75,639 $88,306 
Efficiency ratio55.8 % 51.3 % 45.6 %53.1 %43.9 %



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