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FinWise (NASDAQ: FINW) investors back stock plan and elect directors

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

FinWise Bancorp reported results from its 2026 Annual Meeting of Shareholders. Investors approved an increase of 750,000 shares of common stock available for awards under the 2019 Stock Plan, bringing the total plan pool to 2,530,000 shares. Named executive officers are expected to continue participating in this equity incentive plan.

Shareholders, who could vote 13,706,039 common shares as of the record date, had 11,183,721 shares represented in person or by proxy. They elected Gerald E. Cunningham and Lisa Ann Nievaard as directors and ratified Baker Tilly US, LLP as independent auditor for the fiscal year ending December 31, 2026.

Positive

  • None.

Negative

  • None.
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.
Stock plan increase 750,000 shares Additional common shares added to 2019 Stock Plan
Total stock plan pool 2,530,000 shares Common stock available under 2019 Stock Plan after increase
Shares entitled to vote 13,706,039 shares Common stock eligible to vote as of April 28, 2026
Shares represented 11,183,721 shares Common stock present in person or by proxy at Annual Meeting
Votes for Cunningham 7,747,333 Director election votes for Gerald E. Cunningham
Votes for Nievaard 6,681,199 Director election votes for Lisa Ann Nievaard
Auditor ratification for votes 10,357,336 Votes for ratifying Baker Tilly US, LLP for fiscal 2026
2019 Stock Plan financial
"increase in the number of shares of our common stock available for awards under the FinWise Bancorp 2019 Stock Plan"
Annual Meeting of Shareholders financial
"On June 25, 2026, at the 2026 Annual Meeting of Shareholders (the "Annual Meeting") of FinWise Bancorp"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
broker non-votes financial
"The final voting results were as follows 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 for the fiscal year ending December 31, 2026"
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.
Record Date financial
"shareholders of record as of April 28, 2026, the Record Date for the Annual Meeting"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
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Understanding 8-K Material Events →
0001856365FALSE00018563652026-06-252026-06-25

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 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


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 25, 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 stock plan change did FinWise (FINW) shareholders approve at the 2026 annual meeting?

Shareholders approved increasing shares available under the 2019 Stock Plan by 750,000 to 2,530,000. This larger pool supports future equity awards to executives, directors and employees, aligning compensation with company performance through additional stock-based incentives.

How many FinWise (FINW) shares were eligible and represented for voting at the 2026 annual meeting?

Shareholders were entitled to vote 13,706,039 common shares, with 11,183,721 shares represented in person or by proxy. This turnout provided a sizeable base of participating ownership for director elections and governance proposals at the meeting.

Which directors were elected at FinWise Bancorp’s 2026 annual meeting?

Shareholders elected Gerald E. Cunningham and Lisa Ann Nievaard as directors. They will serve until the earlier of the 2029 annual meeting or until successors are elected and qualified, or their earlier resignation or removal, providing continuity on the board.

What were the voting results on the FinWise 2019 Stock Plan amendment?

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

Which audit firm did FinWise (FINW) shareholders ratify for fiscal 2026?

Shareholders ratified Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totaled 10,357,336 for, 752,192 against and 74,193 abstentions, indicating broad support for the auditor.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

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