FinWise Bancorp adds 600,000 shares to buyback
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Form Type
8-K
Rhea-AI Filing Summary
FinWise Bancorp (FINW) authorized an additional 600,000 shares for its repurchase program, raising the aggregate authorization to up to 1,285,000 shares. The additional shares represent approximately 4.4% of outstanding common stock. As of November 11, 2026, approximately 415,000 shares remained under the prior authorization; since the program began, FinWise had repurchased approximately 270,000 shares for $3.7 million.
The program expires May 31, 2028, but does not require the company to purchase any particular number of shares, and FinWise may begin, suspend, limit or terminate repurchases. The company expects to fund purchases with available cash and expects to enter into a Rule 10b5-1 trading plan in the near term. CEO Jim Noone cited a third-quarter Bank Leverage Ratio of 18.1% and tangible book value of $15.14 per share.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Additional shares authorized: 600,000 shares
Aggregate repurchase authorization: Up to 1,285,000 shares
Shares remaining under prior authorization: Approximately 415,000 shares
+5 more
8 metrics
Additional shares authorized
600,000 shares
Added to the share repurchase program
Aggregate repurchase authorization
Up to 1,285,000 shares
Amended program total
Shares remaining under prior authorization
Approximately 415,000 shares
As of November 11, 2026
Shares repurchased since program inception
Approximately 270,000 shares
Since the program began
Aggregate purchase price
$3.7 million
For shares repurchased since program inception
Additional authorization as portion of outstanding shares
Approximately 4.4%
Company common stock
Bank Leverage Ratio
18.1%
At the end of the third quarter
Tangible book value per share
$15.14 per share
At the end of the third quarter
Key Terms
Rule 10b5-1 trading plan, Rule 10b-18, Bank Leverage Ratio, tangible book value
4 terms
Rule 10b5-1 trading plan regulatory
"trading plans under Rule 10b5-1"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Rule 10b-18 regulatory
"including Rule 10b-18"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
Bank Leverage Ratio financial
"Bank Leverage Ratio of 18.1%"
A bank leverage ratio is a simple measure of how much a bank relies on borrowed money compared with its own capital to fund assets and loans. Think of it like a household’s mortgage size compared with its savings: the higher the leverage, the greater the potential profit but also the bigger the risk if things go wrong. Investors watch it because low capital cushions increase the chance of losses wiping out shareholder value and can trigger regulatory limits.
tangible book value financial
"tangible book value of $15.14 per share"
Tangible book value is the accounting measure of a company’s net worth after removing intangible items like goodwill, patents and trademarks, leaving only physical and financial assets minus liabilities. For investors it offers a clearer view of the company’s hard-asset backing per share—like estimating the cash you could get by selling the furniture, machinery and cash in a house—helping gauge downside risk and whether a stock may be cheaply valued.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Will FINW use a Rule 10b5-1 plan for repurchases?
FinWise expects to enter into a Rule 10b5-1 trading plan in the near term. Under such a plan, a third-party broker would have authority to purchase shares subject to SEC constraints on price, market, volume and timing.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): November 11, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission file number) | (I.R.S. employer identification no.) | ||||||
| (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 | ||||||
Item 7.01 Regulation FD Disclosure.
Amended Share Repurchase Program
On November 12, 2026, FinWise Bancorp (the “Company”) announced that the Board of Directors of the Company had authorized and approved an amendment to its existing share repurchase program by adding 600,000 shares of the Company’s common stock to the program, which increases the shares the Company may purchase from 685,000 (approved on May 19, 2026) up to an aggregate amount of 1,285,000 shares of common stock. Since the inception of the share repurchase program, the Company has repurchased approximately 270,000 shares at varying prices for an aggregate purchase price of $3.7 million.
Under the amended share repurchase program, the Company intends to continue to repurchase shares through open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). In connection with the amendment to the existing share repurchase program, the Board also authorized the Company to enter into written trading plans under Rule 10b5-1 of the Exchange Act. Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows a company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. Under any Rule 10b5-1 trading plan, the Company’s third-party broker, subject to SEC regulations regarding certain price, market, volume and timing constraints, would have authority to purchase the Company’s common stock in accordance with the terms of the plan. The Company expects to enter into Rule 10b5-1 trading plan in the near term to facilitate the repurchase of its common stock pursuant to its share repurchase program.
The Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions and alternative investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports on Forms 10-Q and 10-K filed with the SEC as required by the applicable rules of the Exchange Act.
Information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, as amended, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, and amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description | |||||||
99.1 | Press Release dated November 12, 2026 | |||||||
| 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: November 12, 2026 | FINWISE BANCORP | ||||
| /s/ Robert Wahlman | |||||
| Name: Robert Wahlman | |||||
| Title: Executive Vice President, Chief Financial Officer | |||||
Exhibit 99.1
FinWise Bancorp Announces Increase in Share Repurchase Program
MURRAY, Utah, November 12, 2026 (GLOBE NEWSWIRE) -- FinWise Bancorp (NASDAQ: FINW) (“FinWise” or the “Company”), parent company of FinWise Bank (the “Bank”), today announced that its Board of Directors has authorized an additional 600,000 shares of the Company’s common stock that may be repurchased pursuant to its repurchase program. The program was originally approved by the Board on May 19, 2026, to purchase up to 685,000 shares, or approximately 5% of issued and outstanding shares. As of November 11, 2026, approximately 415,000 shares remained available under the existing authorization. Since the program’s inception, the Company has repurchased 270,000 shares of the Company’s common stock for an aggregate purchase price of $3.7 million. The 600,000 additional shares authorized for the program represent approximately 4.4% of the Company’s outstanding shares of common stock. The repurchases will be made at the Company’s discretion with an expiration of May 31, 2028.
“The Board’s authorization of additional shares for our share repurchase program reflects our strong capital position and confidence in the long-term trajectory of the business,” said Jim Noone, CEO of FinWise Bancorp. “We ended the third quarter with a Bank Leverage Ratio of 18.1%, more than double the well-capitalized threshold, and tangible book value of $15.14 per share.”
Under the repurchase program, the Company may, from time to time and on or before the program's expiration date, repurchase shares of its outstanding common stock in the open market, in privately negotiated transactions, or otherwise, subject to applicable laws and regulations. The extent to which the Company repurchases its shares, and the means and timing of such repurchases, will depend upon a variety of factors, including market conditions, regulatory requirements, availability of funds, and other relevant considerations, as determined by the Company. The repurchase program does not obligate the Company to purchase any particular number of shares. The Company may, in its discretion, begin, suspend, limit or terminate repurchases at any time prior to the program's expiration, without any prior notice. Repurchases may also be made pursuant to a trading plan under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, 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 Company expects to fund repurchases under the program with its available cash balances.
About FinWise Bancorp
FinWise Bancorp is a Utah bank holding company headquartered in Murray, Utah which wholly owns FinWise Bank, a Utah chartered state bank, and FinWise Investment LLC (together “FinWise”). FinWise provides Banking and Payments solutions to fintech brands. FinWise’s existing Strategic Program Lending business, conducted through scalable API-driven infrastructure, powers deposit, lending and payments programs for leading fintech brands. As part of Strategic Program Lending, FinWise also provides a Credit Enhanced Balance Sheet Program, which addresses the challenges that lending and card programs face diversifying their funding sources and managing capital efficiency. In addition, FinWise manages other Lending programs such as SBA 7(a), Owner Occupied Commercial Real Estate, and Leasing, which provide flexibility for disciplined balance sheet growth. FinWise is also expanding and
diversifying its business model by incorporating Payments (MoneyRails™) and BIN Sponsorship offerings. Through its compliance oversight and risk management-first culture, FinWise is well positioned to guide fintechs through a rigorous process to facilitate regulatory compliance. For more information about FinWise visit https://investors.finwisebancorp.com.
Contacts
investors@finwisebank.com
media@finwisebank.com
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995
This release may contain forward-looking statements within the meaning of 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, the Company’s strategies, goals, beliefs, expectations, estimates, intentions, capital raising efforts, financial condition and results of operations, future performance and business. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “believe,” “expect,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “projection,” “forecast,” “budget,” “goal,” “target,” “would,” “aim” and “outlook,” or similar expressions generally indicate a forward-looking statement.
These forward-looking statements are based on management assumptions and involve risks and uncertainties that are subject to change based on various important factors, some of which are beyond the Company’s control. Numerous competitive, economic, regulatory, legal and technological events and factors, among others, could cause the Company’s actual results to differ materially from those indicated in these forward-looking statements, including market price of the Company's common stock prevailing from time to time, the nature of other investment opportunities presented to the Company from time to time and the Company’s cash flows from operations. If one or more events related to these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from its forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. All forward-looking statements and information set forth herein are based on management’s current beliefs and assumptions as of the date hereof and speak only as of the date they are made. For a more complete discussion of the assumptions, risks and uncertainties related to our business, you are encouraged to review the Company’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the fiscal year ended December 31, 2025. The Company does not undertake to update any forward-looking statement whether written or oral, that may be made from time to time by the Company or by or on behalf of the Company, except as may be required under applicable law.