FinWise Bancorp 2024年度报告

Form10-K xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year EndedDecember 31, 2024 or oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number:001-40721 FINWISE BANCORP Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YesoNox Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large acceleratedfileroAccelerated fileroNon-acceleratedfilerxSmaller reportingcompanyxEmerging growthcompanyx If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).YesoNox The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant as of June30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, was$110.7million. The registrant had13,216,440shares of common stock, $0.001 par value, outstanding as ofMarch20, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A inconnection with the registrant’s 2025 Annual Meeting of Shareholders, which will be filed subsequent to the date hereof, areincorporated by reference into Part III of this Form 10-K. Such proxy statement will be filed with the Securities and ExchangeCommission not later than 120 days following the end of the registrant’s fiscal year ended December31, 2024. FinWise BancorpTable of Contents Cautionary Note Regarding Forward-Looking Statements3Summary of Risk Factors5Part IItem 1.Business5Item 1A.Risk Factors20Item 1B.Unresolved Staff Comments43Item 1CCybersecurity43Item 2.Properties44Item 3.Legal Proceedings44Item 4.Mine Safety Disclosures45Part IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities46Item 6.[Reserved]46Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations47Item 7A.Quantitative and Qualitative Disclosures About Market Risk71Item 8.Financial Statements and Supplementary Data73Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure117Item 9A.Controls and Procedures117Item 9B.Other Information117Item 9C.Disclosures Regarding ForeignJurisdictions that Prevent Inspections117Part IIIItem 10.Directors, Executive Officers and Corporate Governance118Item 11.Executive Compensation108Item 12.Security Ownership of Certain Beneficial Owners and Management a