Westamerica Bancorporation (WABC) SVP logs option grant and adjusts share holdings

Rhea-AI Filing Summary

Westamerica Bancorporation SVP and Chief Information Officer Brian J. Donohoe reported equity compensation activity and a correction to prior share balances. On 01/22/2026 he acquired 2,040 shares of common stock at $0, reflecting vested restricted performance shares granted in 2023.

Following this, he directly holds 2,086.8411 common shares, 2,052.978 shares through an ESOP, and 2,784 shares indirectly via a trust. He was also granted a non-qualified stock option for 20,500 shares at an exercise price of $51.15 per share, vesting ratably over three years beginning 01/22/2027 and expiring 01/22/2036. The filing also corrects an earlier misclassification of vested restricted performance shares between directly held stock and shares owned by the trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DONOHOE BRIAN J

(Last) (First) (Middle)

4550 MANGELS BLVD.

(Street)

FAIRFIELD CA 94534

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WESTAMERICA BANCORPORATION [ WABC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP/Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/22/2026		A		2,040(1)(2)	A	$0	2,086.8411	D
Common Stock								2,052.978	I	ESOP
Common Stock								2,784(2)	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-qualified Stock Option (Right to Buy)	$51.15	01/22/2026		A		20,500		01/22/2027(3)	01/22/2036	Common Stock	20,500	$51.15	20,500	D

Explanation of Responses:

1. The Restricted Performance Shares granted in 2023 have vested upon meeting performance criteria.

2. Vested Restricted Performance Shares were incorrectly transferred from Common Stock (D) to Common Stock (I) owned by Trust and inadvertently included in the balance of indirectly owned by Trust.

3. Options vest ratably over three years beginning one year from date of grant

	/s/ Brian J Donohoe	01/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did WABC executive Brian J. Donohoe report?

Brian J. Donohoe reported receiving 2,040 Westamerica Bancorporation common shares at no cost from vested restricted performance shares. He also reported a new grant of 20,500 non-qualified stock options and corrected how certain previously vested shares were classified between direct and trust ownership.

How many Westamerica Bancorporation (WABC) options were granted to the SVP/CIO?

He was granted 20,500 non-qualified stock options on 01/22/2026 with a $51.15 exercise price. These options relate to Westamerica Bancorporation common stock, adding to his equity-based compensation and potential future ownership if the options are exercised.

When do Brian J. Donohoe’s new WABC stock options vest and expire?

The options begin vesting on 01/22/2027 and vest ratably over three years. They have an expiration date of 01/22/2036, providing a long-term window during which he can choose to exercise the options, subject to vesting.

What correction to prior WABC share balances does this Form 4/A disclose?

The filing explains that vested restricted performance shares were previously transferred from directly held common stock to common stock owned by a trust and inadvertently counted in the trust’s indirect balance. This amendment corrects that classification error in the reported ownership totals.

How many WABC shares does Brian J. Donohoe beneficially own after the transactions?

After the reported transactions, he beneficially owns 2,086.8411 common shares directly, 2,052.978 shares indirectly through an ESOP, and 2,784 shares indirectly via a trust. These amounts reflect updated, corrected ownership classifications in this amended report.

What is the nature of the 2,040 WABC shares acquired at $0?

The 2,040 shares acquired at $0 represent restricted performance shares granted in 2023 that have now vested after meeting performance criteria. Upon vesting, they converted into freely held common shares, increasing his ownership without any cash payment.