[8-K] FinWise Bancorp Common Reports Material Event

Rhea-AI Filing Summary

FinWise Bancorp (NASDAQ:FINW) filed an 8-K reporting results of its 26 June 2025 Annual Meeting. Shareholders representing 10.03 million of 13.21 million eligible shares (≈76%) voted.

• Director elections: Kent Landvatter won 7.10 million for / 0.49 million withheld; Howard I. Reynolds won 5.78 million for / 1.81 million withheld. Both will serve until 2028.
• Auditor ratification: Baker Tilly US, LLP approved with 9.61 million for (97.7%), 0.42 million against, 3,896 abstentions.

No other material items, financial results, or forward-looking statements were disclosed.

0001856365FALSE00018563652025-06-262025-06-26

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):  June 26, 2025

FINWISE BANCORP

(Exact name of registrant as specified in its charter)

Utah			001-40721			83-0356689
(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 class			Trading Symbol(s)			Name of exchange on which registered
Common Stock, par value $0.001 per share			FINW			The NASDAQ Stock Market LLC

Item 5.07Submission of Matters to a Vote of Security Holders.

On June 26, 2025, FinWise Bancorp ("FinWise" or the "Company") held its 2025 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, shareholders of record as of April 29, 2025, the Record Date for the Annual Meeting, were entitled to vote 13,214,827 shares of the Company's common stock (the "Common Stock"), each having one vote per share. A total of 10,031,316 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 2028 Annual Meeting of Shareholders of the Company or until their successors are elected and qualified or until their earlier resignation or removal, and (ii) ratified the appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.

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:

Nominee			For			Withheld			Broker Non-Votes
Kent Landvatter			7,101,803			485,046			2,444,467
Howard I. Reynolds			5,777,041			1,809,808			2,444,467

Proposal 2: Ratification of the Appointment of Baker Tilly US, LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2025

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, 2025. The final voting results were as follows:

For			Against			Abstain
9,607,031			420,389			3,896

Item 9.01Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.			Description
104			Cover 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, 2025			FINWISE BANCORP
			/s/ Michael O'Brien
			Name: Michael O'Brien
			Title: Corporate Secretary and Executive Vice President

FAQ

How many FinWise (FINW) shares were entitled to vote at the 2025 Annual Meeting?

A total of 13,214,827 common shares were eligible to vote.

What was FINW's shareholder participation rate on June 26, 2025?

Approximately 76% of eligible shares (10,031,316) were present in person or by proxy.

Did FinWise Bancorp directors win re-election in 2025?

Yes. Kent Landvatter and Howard I. Reynolds were re-elected to terms ending in 2028.

Who will audit FINW's fiscal 2025 financial statements?

Shareholders ratified Baker Tilly US, LLP as the independent registered public accounting firm.