Westamerica boosts share repurchase by 2M shares

Westamerica Bancorporation increased its stock repurchase plan authorization by 2,000,000 shares.

Accepted by SEC EDGAR 04/24/2026 - 05:16 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Westamerica Bancorporation increased its stock repurchase plan authorization by 2,000,000 shares. After including this increase and shares already bought back, the company now has authorization to repurchase 2,785,023 shares, equal to 11.8 percent of its common stock outstanding as of March 31, 2026.

The company may repurchase shares on the open market or through privately negotiated transactions prior to December 31, 2026, depending on conditions. Management describes the larger plan as reflecting Westamerica’s financial strength, conservative risk profile and reliable earnings.

Positive

• Large repurchase capacity: Authorization now covers 2,785,023 shares, equal to 11.8 percent of common stock outstanding as of March 31, 2026, which could be meaningful for per-share metrics if executed.
• Confidence in financial position: Management explicitly ties the expanded buyback to Westamerica’s financial strength, conservative risk profile and reliable earnings, indicating comfort with current capital levels.

Negative

• None.

Insights

Banking equity analyst

Westamerica expands a sizable buyback, signaling confidence and capital flexibility.

Westamerica Bancorporation expanded its stock repurchase authorization, leaving 2,785,023 shares available, or 11.8% of common stock outstanding as of March 31, 2026. The plan runs through December 31, 2026 and allows open-market and privately negotiated purchases.

Management links this move to financial strength, a conservative risk profile and reliable earnings, suggesting surplus capital beyond operating needs. Actual impact will depend on how aggressively repurchases are executed versus other capital uses such as organic growth or dividends.

The authorization size, relative to shares outstanding, is meaningful for per-share metrics if substantially utilized. Future disclosures in quarterly and annual reports can show how many shares are actually repurchased under this expanded plan.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Buyback increase: 2,000,000 shares Remaining authorization: 2,785,023 shares Authorization size vs. float: 11.8 percent +2 more

5 metrics

Buyback increase 2,000,000 shares Additional shares approved for repurchase authorization

Remaining authorization 2,785,023 shares Shares remaining under repurchase plan after increase

Authorization size vs. float 11.8 percent Portion of common stock outstanding as of March 31, 2026

Plan end date December 31, 2026 Latest date for repurchases under current plan

Prior available shares 785,023 shares Capacity under prior repurchase authorization before increase

Key Terms

stock repurchase plan authorization, forward-looking statements, Private Securities Litigation Reform Act of 1995, Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, +2 more

6 terms

stock repurchase plan authorization financial

"its Board of Directors approved an increase in the Company’s stock repurchase plan authorization"

forward-looking statements regulatory

"This press release may contain forward-looking statements about the Company"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Private Securities Litigation Reform Act of 1995 regulatory

"The following appears in accordance with the Private Securities Litigation Reform Act of 1995"

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 regulatory

"legislation including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010"

A major U.S. law that rewrote financial rules to make banks and markets safer and give consumers more protection. Think of it as a new set of safety regulations and a consumer watchdog for the financial system: it increases oversight of big lenders, limits certain risky trading behaviors, and requires stronger reserves and testing so a single failure is less likely to threaten the whole market. Investors care because it changes how financial firms operate, their costs, and the risks they carry.

Sarbanes-Oxley Act of 2002 regulatory

"the Sarbanes-Oxley Act of 2002 and the Gramm-Leach-Bliley Act of 1999"

Gramm-Leach-Bliley Act of 1999 regulatory

"the Sarbanes-Oxley Act of 2002 and the Gramm-Leach-Bliley Act of 1999"

A U.S. federal law that loosened long-standing barriers between banks, insurance companies and securities firms while imposing rules to protect consumers’ private financial information. Think of it as removing fences that kept different types of financial businesses apart but also requiring them to lock and disclose how they handle customer data. Investors care because it reshaped which services financial firms can offer, altered competitive dynamics and revenue opportunities, and introduced compliance costs and privacy liabilities that can affect profits and risk.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Westamerica Bancorporation (WABC) announce about its stock repurchase plan?

Westamerica Bancorporation announced that its Board approved a 2,000,000-share increase in the company’s stock repurchase plan authorization. After this expansion and prior purchases, 2,785,023 shares remain authorized for repurchase under the plan, subject to market conditions and management’s discretion.

How large is Westamerica’s updated share repurchase authorization relative to its stock?

The expanded authorization leaves 2,785,023 shares available for repurchase, representing 11.8 percent of Westamerica Bancorporation’s common stock outstanding as of March 31, 2026. This indicates a sizeable potential reduction in share count if the plan is substantially utilized over time.

Until when can Westamerica Bancorporation repurchase shares under the current plan?

Westamerica Bancorporation may repurchase shares under the plan prior to December 31, 2026. During this period, the company can buy back stock as conditions warrant, either on the open market or through privately negotiated transactions, at management’s discretion.

How many shares were available under Westamerica’s prior repurchase authorization?

Before the new increase, Westamerica Bancorporation had 785,023 shares available under its prior repurchase authorization. With the Board’s approval of an additional 2,000,000 shares, the total remaining capacity under the expanded plan is now 2,785,023 shares.

Why did Westamerica’s management say they expanded the stock repurchase authorization?

Management stated that increasing the stock repurchase plan authorization recognizes Westamerica’s financial strength, conservative risk profile and reliable earnings. Leadership also noted that the company continues to proactively manage shareholders’ capital through its repurchase activity and overall capital strategy.

How can Westamerica Bancorporation execute share repurchases under the plan?

Under the repurchase plan, Westamerica Bancorporation may buy back its common stock on the open market or in privately negotiated transactions. The pace and timing of these repurchases will depend on conditions and other factors considered by management during the authorization period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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):  April 24, 2026

_______________________________

WESTAMERICA BANCORPORATION

(Exact name of registrant as specified in its charter)

_______________________________

California	001-09383	94-2156203
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1108 Fifth Avenue

San Rafael, California 94901

(Address of Principal Executive Offices) (Zip Code)

(707) 863-6000

(Registrant's telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	WABC	The Nasdaq Stock Market, LLC

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. ☐

Item 8.01. Other Events.

On April 24, 2026, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

99.1		Press Release dated April 24, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WESTAMERICA BANCORPORATION
Date: April 24, 2026	By:	/s/ Anela Jonas
		Anela Jonas
		Senior Vice President and Chief Financial Officer

EXHIBIT 99.1

Westamerica Bancorporation Increases Stock Repurchase Plan Authorization

SAN RAFAEL, Calif., April 24, 2026 (GLOBE NEWSWIRE) -- Westamerica Bancorporation (NASDAQ: WABC) today announced that its Board of Directors approved an increase in the Company’s stock repurchase plan authorization by 2,000,000 shares. After accounting for shares previously purchased, and the 785,023 available under the prior authorization, the Company currently has 2,785,023 shares remaining under the expanded plan, which represents 11.8 percent of the Company’s common stock outstanding as of March 31, 2026.

Under the plan the Company may repurchase, as conditions warrant, shares of the Company’s common stock on the open market or in privately negotiated transactions prior to December 31, 2026.

“The increase in our stock repurchase plan authorization recognizes Westamerica’s financial strength, conservative risk profile and reliable earnings,” stated Chairman, President and CEO David Payne. “Westamerica continues to proactively manage shareholder’s capital.”

Westamerica Bancorporation, through its wholly owned subsidiary, Westamerica Bank, operates banking and trust offices throughout Northern and Central California.

Westamerica Bancorporation Web Address: www.westamerica.com

For additional information contact:
Westamerica Bancorporation
1108 Fifth Avenue, San Rafael, CA 94901
Robert A. Thorson – Investment Relations Contact, 707-863-6090
investments@westamerica.com 

FORWARD-LOOKING INFORMATION:

^{The following appears in accordance with the Private Securities Litigation Reform Act of 1995:}

^{This press release may contain forward-looking statements about the Company, including descriptions of plans or objectives of its management for future operations, products or services, and forecasts of its revenues, earnings or other measures of economic performance. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words "believe," "expect," "anticipate," "intend," "plan," "estimate," or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," or "may."}

^{Forward-looking statements, by their nature, are subject to risks and uncertainties. A number of factors — many of which are beyond the Company's control — could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. The Company's most recent reports filed with the Securities and Exchange Commission, including the annual report for the year ended December 31, 2025 filed on Form 10-K and quarterly report for the quarter ended September 30, 2025 filed on Form 10-Q, describe some of these factors, including certain credit, interest rate, operational, liquidity and market risks associated with the Company's business and operations. Other factors described in these reports include changes in business and economic conditions, competition, fiscal and monetary policies, disintermediation, cyber security risks, legislation including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Sarbanes-Oxley Act of 2002 and the Gramm-Leach-Bliley Act of 1999, and mergers and acquisitions.}

^{Forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date forward looking statements are made.}

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 PRESS RELEASE 4.3 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.3 KB
• EX-101 XBRL DEFINITION FILE 25.5 KB
• EX-101 XBRL LABEL FILE 35.1 KB
• EX-101 XBRL PRESENTATION FILE 24.1 KB