西美银行 2025年度报告

(Mark one)☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF1934For the transition period from ______________ to______________. Commission File Number: 001-09383WESTAMERICA BANCORPORATION(Exact name of the registrant as specified in its charter) CALIFORNIA94-2156203(State or Other Jurisdiction(I.R.S. Employerof Incorporation or Organization)Identification Number) 1108 FIFTH AVENUE, SAN RAFAEL, CALIFORNIA94901(Address of principal executive offices) (zip code) Registrant’s telephone number, including area code: (707) 863-6000 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☑NO☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES☐NO☑ 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 suchreports), and (2) has been subject to such filing requirements for the past 90 days. YES☑NO☐ Indicate by check mark if whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files.) YES☑NO☐ 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 accelerated filer☑Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ 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.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☑ 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.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuantto §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☑ Theaggregate market value of the Common Stock held by non-affiliates of the registrant as of June 30,2025 was$1,179,753,833.96. Number of shares outstanding of each of the registrant’s classes of common stock, as of the close of business on February 19,2026: 24,350,014 Shares DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement relating to registrant’s 2026Annual Meeting of Shareholders, are incorporated byreference in Items 10, 11, 12, 13 and 14 of Part III to the extent described therein. TABLE OF CONTENTS PagePART IItem 1Business2Item 1ARisk Factors9Item 1BUnresolved Staff Comments16Item 1CCybersecurity16Item 2Properties17Item 3Legal Proceedings17Item 4Mine Safety Disclosures17PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities17Item 6[Reserved]19Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations20Item7AQuantitative and Qualitative Disclosures About Market Risk48Item 8Financial Statements and Supplementary Data48Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure92Item 9AControls and Procedures92Item 9BOther Information92Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections92PART IIIItem 10Directors, Executive Officers and Corporate Governance92Item 11Executive Compensation92Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters93Item 13Certain Relationships, Related Transactions and Director Independence93Item 14Principal Accountant Fees an