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Shareholders back FinWise (NASDAQ: FINW) 2019 stock plan share increase

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(Neutral)
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Form Type
8-K/A

Rhea-AI Filing Summary

FinWise Bancorp filed an amended report to update the text of its 2019 Stock Plan exhibit and correct a scrivener’s error. At its 2026 annual meeting, shareholders approved increasing the number of common shares available for awards under the 2019 Stock Plan by 750,000 to 2,530,000.

Shareholders also elected two directors for terms running to the 2029 annual meeting, reaffirmed the amended 2019 Stock Plan, and ratified Baker Tilly US, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Plan share increase 750,000 shares Additional common shares added to 2019 Stock Plan
Total plan shares 2,530,000 shares Total common shares available under 2019 Stock Plan after amendment
Shares entitled to vote 13,706,039 shares Common stock eligible to vote at 2026 annual meeting
Shares represented 11,183,721 shares Common stock present in person or by proxy at meeting
Plan amendment votes for 7,097,563 votes Votes in favor of increasing 2019 Stock Plan shares
Auditor ratification votes for 10,357,336 votes Votes supporting Baker Tilly US, LLP for fiscal 2026
Cunningham votes for 7,747,333 votes Director election result for Gerald E. Cunningham
Nievaard votes for 6,681,199 votes Director election result for Lisa Ann Nievaard
2019 Stock Plan financial
"increase in the number of shares of our common stock available for awards under the FinWise Bancorp 2019 Stock Plan"
scrivener’s error regulatory
"to file an updated version of the FinWise Bancorp 2019 Stock Plan ... in order to correct a scrivener’s error"
Broker Non-Votes financial
"Nominee | For | Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
proxy statement regulatory
"please see Proposal No. 2 in our proxy statement for the Annual Meeting"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
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Understanding 8-K Material Events →
0001856365TRUE00018563652026-06-252026-06-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  June 25, 2026
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:  (801) 501-7200
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


Explanatory Note
This Amendment No. 1 on Form 8-K/A (“Amendment”) amends the Current Report on Form 8-K originally filed by FinWise Bancorp with the Securities and Exchange Commission (“SEC”) on June 25, 2026 (“Form 8-K”). The purpose of this Amendment is solely to file an updated version of the FinWise Bancorp 2019 Stock Plan previously filed as Exhibit 10.1 with the Original Form 8-K in order to correct a scrivener’s error. The agreement previously filed as Exhibit 10.1 is hereby amended and restated in its entirety by the version attached hereto. Except as described herein, no other information in the Form 8-K is being amended or updated.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 25, 2026, at the 2026 Annual Meeting of Shareholders (the "Annual Meeting") of FinWise Bancorp ("FinWise" or the "Company"), the Company shareholders approved the increase in the number of shares of our common stock available for awards under the FinWise Bancorp 2019 Stock Plan (the "2019 Plan") by 750,000 shares to 2,530,000 shares. The increase was embodied (subject to shareholder approval) in an amendment of the 2019 Plan that was approved by FinWise's Board of Directors on April 28, 2026. Our named executive officers expect to continue to participate in the 2019 Plan. For a description of the principal features of the 2019 Plan, please see Proposal No. 2 in our proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2026, which description is incorporated herein by reference. Such description is qualified in its entirety by reference to the full text of the 2019 Plan, as amended, which is filed as Exhibit 10.1 hereto and incorporated by reference into this Item 5.02.
Item 5.07Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, shareholders of record as of April 28, 2026, the Record Date for the Annual Meeting, were entitled to vote 13,706,039 shares of the Company's common stock (the "Common Stock"), each having one vote per share. A total of 11,183,721 shares of Common Stock were represented at the Annual Meeting in person or by proxy.
At the Annual Meeting, the shareholders of the Company (i) elected two director nominees to hold office until the earlier of the 2029 Annual Meeting of Shareholders of the Company or until their successors are elected and qualified or until their earlier resignation or removal, (ii) approved the amendment to the 2019 Plan to increase the number of shares of our Common Stock available for issuance under the 2019 Plan by 750,000 shares to 2,530,000 shares and (iii) ratified the appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Proposal 1: Election of Directors
The shareholders of the Company elected each of the director nominees proposed by the Board of Directors. The final voting results were as follows:
NomineeForWithheldBroker Non-Votes
Gerald E. Cunningham7,747,3331,288,3852,148,003
Lisa Ann Nievaard6,681,1992,354,5192,148,003
Proposal 2: Approval of an Amendment and Restatement of the FinWise Bancorp 2019 Stock Plan in order to Increase the Number of Shares of Common Stock Available for Issuance Under the Plan
The shareholders of the Company approved the amendment to the 2019 Plan effecting the increase in the number of shares of our Common Stock available for awards under the 2019 Plan by 750,000 shares to 2,530,000 shares. The voting results were as follows:


ForAgainstAbstainBroker Non-Votes
7,097,5631,938,155—2,148,003
Proposal 3: Ratification of the Appointment of Baker Tilly US, LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2026
The shareholders of the Company ratified the appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results were as follows:
ForAgainstAbstain
10,357,336752,19274,193

Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
10.1
FinWise Bancorp 2019 Stock Plan.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, FinWise Bancorp has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DATE:  June 26, 2026FINWISE BANCORP
/s/ Michael O'Brien
Name: Michael O'Brien
Title: Corporate Counsel, Corporate Secretary and Executive Vice President

Source: View Original Filing on SEC EDGAR

FAQ

What did FinWise Bancorp (FINW) change in its Form 8-K/A filing?

FinWise Bancorp filed an amended report to replace the previously filed 2019 Stock Plan exhibit. The new version corrects a scrivener’s error while leaving all other previously disclosed information unchanged in the original current report.

How many additional shares did FinWise (FINW) add to its 2019 Stock Plan?

Shareholders approved increasing available common shares under the 2019 Stock Plan by 750,000. This raised the total shares authorized for awards to 2,530,000, following prior board approval that was expressly subject to shareholder approval at the 2026 annual meeting.

What were the key voting results at FinWise’s 2026 annual meeting?

Shareholders entitled to vote 13,706,039 shares, with 11,183,721 represented, elected two directors, approved the amended 2019 Stock Plan, and ratified Baker Tilly US, LLP as auditor for the fiscal year ending December 31, 2026, based on the disclosed vote tallies.

How did FinWise (FINW) shareholders vote on the 2019 Stock Plan amendment?

The amendment to increase shares under the 2019 Stock Plan received 7,097,563 votes for and 1,938,155 against, with no abstentions and 2,148,003 broker non-votes. This outcome confirmed shareholder support for the enlarged equity award capacity.

Who is FinWise Bancorp’s independent auditor for fiscal year 2026?

Shareholders ratified Baker Tilly US, LLP as FinWise Bancorp’s independent registered public accounting firm. The vote totals were 10,357,336 for, 752,192 against, and 74,193 abstaining for the fiscal year ending December 31, 2026.

What director election results did FinWise (FINW) report for 2026?

Shareholders elected Gerald E. Cunningham and Lisa Ann Nievaard as directors. Cunningham received 7,747,333 votes for and 1,288,385 withheld, while Nievaard received 6,681,199 for and 2,354,519 withheld, with 2,148,003 broker non-votes for each nominee.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents