As filed with the Securities and Exchange Commission on ~~July 15,~~August 4, 2021.

Registration No. ~~333-~~ 333-257929

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FINWISE BANCORP

(Exact Name of Registrant as Specified in Its Charter)

Utah			6022			83-0356689
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

756 East Winchester

Suite 100

Murray, UT 84107

(801) 501-7200

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal

Executive Offices)

Kent Landvatter

President and Chief Executive Officer

FinWise Bancorp

756 East Winchester

Suite 100

Murray, UT 84107

(801) 501-7200

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Peter G. Smith, Esq.

Terrence Shen, Esq.

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

(212) 715-9100

Beth A. Whitaker, Esq.

Heather Archer Eastep, Esq.

Hunton Andrews Kurth LLP

1445 Ross Avenue, Suite 3700

Dallas, TX 75202

(214) 979-3000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting 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 for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of each Class of Security to be Registered			Proposed Maximum Aggregate Offering Price⁽¹⁾⁽²⁾			Amount of Registration Fee⁽³⁾			Amount of Securities to be Registered⁽¹⁾			Proposed Maximum Offering Price Per Share⁽²⁾			Proposed Maximum Aggregate Offering Price⁽²⁾			Amount of Registration Fee⁽³⁾
Common Stock, $0.001 par value per share			$50,000,000			$5,455			4,665,173			15.00			$69,977,595			$7,634.56

(1)	Includes 558,030 shares of common stock to be sold by the selling shareholder and 535,714 shares of common stock that may be purchased by the underwriters pursuant to their option to purchase additional shares in the offering.

(2)	Estimated solely for purposes of calculating the registration fee in accordance with Rule ~~457(o)~~457(a) under the Securities Act of 1933. ~~This amount represents the proposed maximum aggregate offering price of the securities registered hereunder to be sold by the Registrant.~~

(3)	~~Calculated pursuant to Rule 475(o) under Securities Act of 1933, based on an estimate~~The Registrant previously paid $5,455 of the ~~proposed maximum aggregate offering price.~~registration fee in connection with the initial filing of this Registration Statement.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file an amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling shareholder may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated ,August 4, 2021

PRELIMINARY PROSPECTUS

4,129,459 Shares

~~FINWISE BANCORP~~

Common Stock

This prospectus relates to the initial public offering of FinWise Bancorp. We are offering 3,571,429 shares of our common stock. The selling shareholder identified in this prospectus ~~are~~is offering an additional 558,030 shares of our common stock. We will not receive any proceeds from sales of shares by the selling shareholder.

Prior to this offering, there has been no established public market for our common stock. We currently estimate that the initial public offering price of our common stock will be between $$13.00 and $$15.00 per share. We have applied to list our common stock on NASDAQ under the symbol “FINW.”

We are an “emerging growth company” as defined under the federal securities laws, and may take advantage of reduced public company reporting and relief from certain other requirements otherwise generally applicable to public companies. See “Implications of Being an Emerging Growth Company.”

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 2628.

	Per Share	Total
Initial public offering price	$	$
Underwriting discount⁽¹⁾	$	$
Proceeds to us (before expenses)	$	$
Proceeds to the selling shareholder (before expenses)	$	$

(1)	The underwriters will also be reimbursed for certain expenses incurred in this offering. See “Underwriting” for additional information.

We have granted the underwriters an option exercisable for 30 days after the date of this prospectus to purchase, from time to time, in whole or in part, up to an additional 535,714 shares of common stock from us on the same terms set forth above.

Neither the Securities and Exchange Commission nor any other state securities commission nor any other regulatory authority has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The shares of our common stock that you purchase in this offering are not deposits, savings accounts or other obligations of our bank or nonbank subsidiaries and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

The underwriters expect to deliver shares of common stock to purchasers on or about , 2021, subject to customary closing conditions.

~~Joint~~ Book-Running ~~Managers~~Manager

~~Piper Sandler & Co.~~

~~UBS Investment Bank~~

Co-Manager

~~Stephens Inc.~~

Prospectus dated , 2021

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			Page
PROSPECTUS SUMMARY			1
THE OFFERING			1921
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA			2123
GAAP RECONCILIATION AND MANAGEMENT EXPLANATION OF NON-GAAP FINANCIAL MEASURES			2426
RISK FACTORS			2628
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			6164
USE OF PROCEEDS			6467
DIVIDEND POLICY			6568
CAPITALIZATION			6669
DILUTION			6770
BUSINESS			6972
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			98101
MANAGEMENT			~~132~~134
EXECUTIVE COMPENSATION			~~141~~143
PRINCIPAL AND SELLING SHAREHOLDERS			~~149~~151
BENEFICIAL OWNERSHIP			~~150~~152
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			~~151~~153
DESCRIPTION OF CAPITAL STOCK			~~154~~156
SHARES ELIGIBLE FOR FUTURE SALE			~~157~~161
SUPERVISION AND REGULATION			~~159~~163
CERTAIN MATERIAL U.S. FEDERAL TAX CONSEQUENCES TO NON-U.S. HOLDERS OF COMMON STOCK			~~177~~181
UNDERWRITING			~~181~~185
LEGAL MATTERS			~~185~~189
EXPERTS			~~186~~190
WHERE YOU CAN FIND MORE INFORMATION			~~187~~191

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ABOUT THIS PROSPECTUS

In this prospectus, unless we state otherwise or the context otherwise requires, references to “we,” “our,” “us,” “the Company” and “FinWise Bancorp” refer to FinWise Bancorp and its wholly owned subsidiary, FinWise Bank, which we sometimes refer to as “FinWise Bank,” “FinWise,” “the Bank” or “our Bank,” and references to “common stock” refer to our voting common stock.

This prospectus describes the specific details regarding this offering and the terms and conditions of our common stock being offered hereby and the risks of investing in our common stock. For additional information, please see the section entitled “Where You Can Find More Information.”

Unless otherwise stated, all information in this prospectus gives effect to a ~~-for-one~~six-for-one stock split of our common stock completed effective ,July 26, 2021. The effect of the stock split on outstanding shares and per share figures has been retroactively applied to all periods presented in this prospectus.

Unless otherwise stated or the context requires, all information in this prospectus assumes that the underwriters have not exercised their option to purchase additional shares of our common stock.

Unless otherwise stated or the context requires, all amounts in this prospectus expressed as percentages for quarterly periods are calculated on an annualized basis.

The information contained in this prospectus, or any free writing prospectus prepared by or on behalf of us or to which we have referred you, is accurate only as of its date, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our assets, business, cash flows, condition (financial or otherwise), liquidity, prospects or results of operations may have changed since that date.

You should not interpret the contents of this prospectus, or any free writing prospectus prepared by or on behalf of us or to which we have referred you, to be legal, business, investment or tax advice. You should consult with your own advisors for that type of advice and consult with them about the legal, tax, business, financial and other issues that you should consider before investing in our common stock.

You should rely only on the information contained in this prospectus or in any free writing prospectus that we authorize to be delivered to you.

We, the selling shareholder and the underwriters have not authorized anyone to provide any information to you other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We, the selling shareholder and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions as to the offering and the distribution of this prospectus applicable to those jurisdictions. We, the selling shareholder and the underwriters are not making an offer of these securities in any jurisdiction where such offer is not permitted.

“FinWise” and its logos and other trademarks referred to and included in this prospectus belong to us. Solely for convenience, we refer to our trademarks in this prospectus without the ® or the ™ or symbols, but such references are not intended to indicate that we will not fully assert under applicable law our trademark rights. Other service marks, trademarks and trade names referred to in this prospectus, if any, are the property of their respective owners, although for presentational convenience we may not use the ® or the ™ symbols to identify such trademarks.

Market and Industry Data

This prospectus includes government, industry and trade association data, forecasts and information that we have prepared based, in part, upon data, forecasts and information obtained from independent trade associations, industry publications and surveys, government agencies and other information available to us, which information may be specific to particular markets or geographic locations. Statements as to our market position are based on market data currently available to us. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. Our estimation of the total available market for our nationwide strategic relationship program (“Strategic Program”) business line is based on industry data for unsecured personal loans. We believe the total available market may be larger than as indicated in this prospectus as the Bank offers Strategic Programs specific to point of sale lending and commercial lending which may not be

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accounted for in our estimates. Although we believe these sources are reliable, we have not independently verified the information obtained from these sources. Some data is also based on our good faith estimates, which are derived from management’s knowledge of the industry and independent sources. We believe our internal research is reliable, even though such research has not been verified by any independent sources. While we are not aware of any misstatements regarding the industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus. Forward-looking information obtained from these sources is subject to the same qualifications and the additional uncertainties regarding the other forward-looking statements in this prospectus.

Implications of Being an Emerging Growth Company

As a company with less than $1.07 billion in total annual gross revenue during our last fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. For as long as we are an emerging growth company, we are:

permitted to present only two years of audited financial statements, in addition to any required interim financial statements, and only two years of related discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations;”

exempt from the requirement to obtain an attestation from our auditors on management’s assessment of our internal control over financial reporting under the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;

permitted to choose not to comply with any new requirements adopted by the Public Company Accounting Oversight Board, or PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and our audited financial statements;

permitted to provide less extensive disclosure about our executive compensation arrangements; and

not required to hold non-binding shareholder advisory votes on executive compensation or golden parachute arrangements.

We may take advantage of some or all of these provisions for up to five years or such earlier time as we cease to qualify as an emerging growth company, which will occur if (i) we have total annual gross revenues of $1.07 billion or more (as that amount may be periodically adjusted by the SEC), (ii) we issue more than $1.0 billion of non-convertible debt in a three-year period, or (iii) we become a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, including the market value of our common stock held by non-affiliates exceeds $700.0 million as of any June 30, in which case we would no longer be an emerging growth company as of the following December 31. We have taken advantage of certain reduced reporting obligations in this prospectus. In addition, we expect to take advantage of certain of the reduced reporting and other requirements of the JOBS Act with respect to the periodic reports we will file with the SEC and proxy statements that we use to solicit proxies from our shareholders. Accordingly, the information contained herein or provided in the future may be different than the information you receive from other public companies in which you hold stock.

In addition to reduced disclosure and the other relief described above, the JOBS Act provides emerging growth companies with an extended transition period for complying with new or revised accounting standards affecting public companies. We have elected to take advantage of this extended transition period.

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. You should read the entire prospectus carefully before making an investment decision, including the information under the headings “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” and the historical consolidated financial statements and the related notes thereto appearing elsewhere in this prospectus.

Who We Are

Overview

We are FinWise Bancorp, a Utah bank holding company headquartered in Murray, Utah. We operate through our wholly-owned subsidiary, FinWise Bank, a Utah state-chartered non-member bank. We make loans to and take deposits from consumers and small businesses across the United States of America (“USA”). We believe four of our distinguishing characteristics are:

our strategic relationships with third party loan origination platforms, many of whom use technology to facilitate loan origination, that allow us to capture a high volume of diverse loan origination and loan performance data from the billions of dollars of loans that we have originated, sold or held in four main lending areas;

our FinView™ Analytics Platform (“FinView™”), including our enterprise data warehouse, which is a proprietary technology developed by us to enhance our ability to gather and interpret performance data for the loans originated by us and to help us identify attractive risk-adjusted market sectors;

our core deposits which, as of March 31, 2021 and December 31, 2020, constituted 91.1% and 91.5% of our funding sources, respectively (excluding the Paycheck Protection Program Liquidity Facility (the “PPPLF”)), and have been highly reliable and relatively low cost (our core deposits comprise the sum of demand deposits, negotiable order of withdrawal (“NOW”) accounts, money market deposit accounts (“MMDA”), savings accounts, and time deposits under $250,000 that are not brokered deposits); and

our seasoned management team, which has considerable banking experience, particularly in our core lines of business.

Combined, we believe these attributes enable us to effectively manage our risk and achieve superior rates of growth and profitability compared to other banks, as reflected in S&P Global Market Intelligence rankings of banks and thrifts. For each of the past five years, FinWise Bank has been recognized as a Top Performing Bank by S&P Global Market Intelligence and in 2020, FinWise Bank ranked as the second-best performing bank and thrift in the USA with up to $3 billion in assets. The 2020 ranking was based on a scoring system comprised of six key ratios encompassing profitability, revenue growth, capitalization and credit quality. The following table illustrates FinWise Bank’s rank and percentile rank as compared to other banks and thrifts less than $1 billion or $3 billion in size as of December 31 for each of the years presented:

Year	Comparable Banks & Thrifts By Size	Comparable Banks & Thrifts Count	FinWise Bank Rank	Percentile
2020	<$3 billion in Assets	4,287	#2	99.9%
2019	<$3 billion in Assets	4,391	#41	99.1%
2018	<$3 billion in Assets	4,619	#12	99.7%
2017	<$1 billion in Assets	4,383	#3	99.9%
2016	<$1 billion in assets	4,585	#26	99.4%

Source: S&P Global Market Intelligence

We are able to generate significant interest and non-interest income from the billions of dollars of loans that we annually originate, sell or hold in four main lending areas: (i) nationwide strategic relationship programs (“Strategic Programs”), (ii) multi-state Small Business Administration (“SBA”) 7(a) lending program, (iii) residential and commercial real estate lending in and around the Salt Lake City, Utah metropolitan statistical area (“MSA”), and (iv) multi-state consumer lending primarily through our point-of-sale (“POS”) lending program.

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Except in the case of our recent funding of Paycheck Protection Program (“PPP”) loans, we have principally relied on core deposits, including deposits from other financial institutions (“Institutional Deposits”), to fund our lending activities but also have used brokered deposits and borrowings when we deem appropriate. In 2020, as a result of high volumes of PPP lending, we accessed the PPPLF as part of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act of 2020. See “SBA 7(a) Lending” below.

As of December 31, 2020, on a consolidated basis, we had total assets of $317.5 million, total loans of $261.8 million including $107.1 million in PPP loans, total deposits of $164.5 million, and total shareholders’ equity of $45.9 million. As of March 31, 2021, on a consolidated basis, we had total assets of $330.1 million, total loans of $245.2 million including $65.9 million in PPP loans, total deposits of $188.5 million, and total shareholders’ equity of $52.3 million. For the year ended December 31, 2020, we originated $2.6 billion in total loans, had net income of $11.2 million and a 28.4% return on average equity. For the three months ended March 31, 2021, we originated $1.0 billion in total loans, had net income of $5.3 million and a 43.1% return on average equity. The chart below depicts our growth in total assets from December 31, 2010 through March 31, 2021, and net income (loss) and profitability metrics (ROAA and ROAE) for each of the years ended December 31, 2010 through December 31, 2020, and the three months ended March 31, 2021:

Total Assets ($000s)

Note: Total assets as of December 31, 2020 and March 31, 2021 includes approximately $107.1 million and $65.9 million in PPP loans, respectively. The proportion of PPP loans to total assets as of December 31, 2020 and March 31, 2021 is illustrated in the chart above in orange.

Net Income (Loss) ($000s)

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Return on Average Equity

Return on Average Assets

Note: We calculate our average assets and average equity for a year by dividing (a) the sum of our total asset balance or total shareholder’s equity balance, as the case may be, as of the close of business (i) at the beginning of the relevant year and (ii) at the ending of the relevant year, by (b) two. We calculate our average assets and average equity for a quarter by dividing (a) the sum of our total asset balance or total shareholder’s equity balance, as the case may be, as of the close of business (i) at the beginning of the relevant quarter and (ii) at the ending of the relevant quarter, by (b) two.

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Our History

Founded in 1999, FinWise Bank (formerly known as Utah Community Bank) operated as a local community bank focusing on real estate lending in and around the Salt Lake City, Utah MSA. The Company was formed in 2002 and acquired 100% of the stock of Utah Community Bank.

During the Great Recession, the Bank experienced considerable asset quality issues and entered into a Cease and Desist Order with the Federal Deposit Insurance Corporation (“FDIC”) in 2009. In 2010, the Bank began a search for new leadership and approached Mr. Kent Landvatter about becoming Chief Executive Officer. Mr. Landvatter believed that he could resolve the Bank’s financial and regulatory issues and that its relatively small balance sheet ($32.4 million in assets as of December 31, 2010), single branch location and limited legacy technology infrastructure provided flexibility that made the Bank an appealing launching point for his strategic plan. In September 2010, Mr. Landvatter, a 30-year veteran of banking at the time, with experience serving as the president of Comenity Capital Bank and Goldman Sachs Bank, USA, joined the Company and the Bank as President and Chief Executive Officer. Upon joining the Company, Mr. Landvatter developed a plan to promptly resolve the Cease and Desist Order in 2011 and then began to execute on a data and technology-driven banking strategy informed by his experience in and around similar banking businesses. The timeline below sets forth key milestones in the deployment of our strategic plan along with related results since 2010.

In August 2011, the FDIC Cease and Desist Order was removed and we launched our POS lending program.

In 2014, we launched our SBA 7(a) lending program, and began receiving loan referrals from Business Funding Group, LLC (“BFG”). BFG is a nationally significant referral source of SBA loans and the Bank’s primary SBA referral source.

In 2015, Mr. Javvis Jacobson joined the Company and the Bank as Executive Vice President and Chief Financial Officer to lead our financial and day-to-day operational matters.

In 2016, Mr. David Tilis, Senior Vice President and Chief Strategy Officer, joined the Bank’s management team to lead the launch of our Strategic Programs. We also launched the development of FinView™ that year.

In 2018, we opened a loan production office in Rockville Centre, New York primarily to support our Strategic Programs and SBA lending program. Mr. James Noone also joined the Bank in 2018 as Executive Vice President and Chief Credit Officer. Mr. Noone implemented comprehensive processes leading to a significant expansion of our SBA lending program. Also in 2018, in part based on analytics generated by FinView™, we began retaining selected Strategic Program loans.

In 2019, to further solidify our mutually beneficial relationship, the Company issued additional shares of its common stock, representing 10.9% of the Company’s outstanding common stock, to certain members of BFG in exchange for a 10.0% membership interest in BFG. The BFG ownership interest that we acquired through this transaction is comprised of Class A Voting Units representing approximately 5.0% of both the voting membership interests and the aggregate membership interests of BFG and Class B Non-Voting Units representing approximately 5.0% of the aggregate membership interests of BFG.

In 2020, the Company issued ~~45,000~~270,000 warrants to purchase shares of our common stock to certain members of BFG in exchange for a right of first refusal to acquire, and an option to purchase, any and all membership interests in BFG

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until January 1, 2028. Such warrants were issued at an exercise price of ~~$40.00~~$6.67 per share and are not subject to vesting provisions. Unless otherwise exercised, the warrants issued by the Company will expire on March 31, 2028. As of ~~June 30,~~July 27, 2021, BFG members (including Paul Brown, athe selling shareholder) beneficially owned an aggregate of ~~559,528~~3,357,168 shares (including these warrants), or approximately 37.1% of our issued and outstanding common stock, as calculated in accordance with the SEC’s beneficial ownership rules as discussed under “Principal Shareholders” below. See “Business—Relationship with Business Funding Group” below. Later in 2020, the Bank’s diversification strategy was tested and, to date, proved resilient to the effects of the Covid-19 pandemic. Ms. Dawn Cannon also joined the Bank’s management team as Executive Vice President and Chief Operating Officer to lead and expand our operational capabilities, including the growth of our POS lending programs as part of our long-term strategic plan.

As of ~~June 30,~~July 27, 2021, our directors and executive officers beneficially owned an aggregate of ~~522,246~~3,048,654 shares, or approximately ~~34.1%~~33.2%, of our issued and outstanding common stock. One of our directors is also a BFG owner whose ownership interest is further disclosed in “Risk Factors—Risks Related to this Offering and an Investment in Our Common Stock—Our executive management, board of directors, and BFG owners have significant control over our business” below.

Our Business Model

For many years, we have closely observed how technology has digitized the banking industry. Due in part to lifestyle and economic changes resulting from the Covid-19 pandemic, we have recently noticed an increasing preference for technology-based banking solutions as consumers and businesses seek tailored, technologically automated banking experiences delivered through online and mobile channels. Technological innovation is allowing forward thinking financial services businesses to meet this need. We are positioned to benefit from this trend by: (i) partnering with technology-oriented loan origination platforms in our Strategic Programs, SBA lending, and POS lending business lines, and (ii) successfully deploying our own in-house technology to deliver loan and deposit solutions to our customers directly and through third parties. We believe that for certain consumer and commercial banking business lines, in which our management team has considerable experience, developing and using technology to deliver products and services and leveraging technology to collect and organize data is a competitive advantage. Our business model for the past 10 years has been designed to capitalize on this advantage and these trends.

We believe recent advances in technology have also greatly expanded the ability to efficiently capture, store and utilize data for the purpose of informing business decisions. Since 2016, we have focused on enhancing the technological infrastructure and data analytics that make up what we call our FinView™ Analytics Platform, which we use to collect, analyze and apply data to provide potential borrowers with enhanced access to credit while managing the Bank’s risk profile. FinView™ is now five years in the making and as we continue to improve its functionality and aggregate data, FinView’s™ usefulness increases. In 2017, the Bank began using its first Application Programming Interface (“API”) to connect with our Strategic Program service providers to facilitate credit decisioning and funding. Beginning in 2018, FinView™ data was used to analyze the retention of selected Strategic Program loans. In 2020, the Bank enhanced its enterprise data warehouse to more efficiently capture loan origination and servicing data. In 2021, the Bank is in the process of building out FinView’s™ business analytics module and launching an updated version of its API. We believe the expanding functionality of FinView™ will permeate other areas of the Bank, leading us to new insights and opportunities. For example, in the future, we expect to develop machine learning and artificial intelligence as part of FinView™. The compilation of millions of loan origination and servicing data points creates deep insights that drive better informed decision-making across asset classes and enables more efficient product launches.

We believe that customers will gravitate to banks that offer them desirable products in a convenient, compliant and safe manner. Using our strategy, we are able to reach a large number of consumers and small businesses and deliver highly regulated, appropriately risk priced banking products that help our customers meet their financial goals and improve their lives. To accomplish this, we have developed a strong culture of compliance and have entered into strategic relationships with loan origination platforms who share our desire to provide borrowers with viable and compliant banking products. Borrowers to whom we originate loans through our Strategic Programs include consumers considered super prime (FICO score of 720 and higher), prime (FICO score of 660 through 719), near prime (FICO score of 640 through 659) and subprime (FICO score below 660), as well as consumers that lack a credit history as reported through one of the three credit bureaus. Our focus on developing relationships with seasoned and compatible loan origination platforms, our technology infrastructure and our in-house expertise provide us the tools to serve a diverse set of customers and provide an improved banking experience.

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Our Enhanced Credit Risk Management Tools

We believe a critical aspect of managing credit risk lies in understanding key indicators of credit performance and applying them timely, consistently and effectively. Our strategy and expertise afford us unique tools to manage credit risk including (i) the ability to curate a diversified loan portfolio based on access to a broad array of bank-originated loans underwritten within program-specific criteria, and (ii) collecting, interpreting and utilizing detailed loan origination and performance data to monitor and adjust risk exposure. These tools have enhanced our credit risk management and allowed the Bank to selectively and purposefully build and maintain a diversified loan portfolio with superior risk-adjusted returns. In addition to customary credit risk management tools, where possible we use these tools in our lending programs. For example:

In SBA 7(a) lending, we lend to small business and professionals. Our credit risk management is augmented by the fact the loans are partially guaranteed by the SBA. We further mitigate our credit risk in this program by using data, such as the nature of the business, use of proceeds, length of time in business and management experience to help us target loans that we believe have lower credit risk. Our prudent underwriting, closing and servicing processes are essential to effective utilization of the SBA 7(a) program, as the SBA guaranty is conditioned upon proper underwriting, closing and servicing by the lender.

In our Strategic Program lending, we originate unsecured and secured consumer and business loans to borrowers with certain Bank-approved credit profiles. The credit profiles are based on specific predetermined underwriting criteria informed by our extensive data and analytics. While we sell the vast majority of loans in this lending program shortly after origination, the Bank may choose to retain a portion of the funded loans and/or receivables. Our credit risk is mitigated by focusing on amortizing loans, lending to borrowers with demonstrated ability to repay, and extending loans that are priced appropriately to the credit profile of the borrower (including credit history). Smaller loans are often unsecured and therefore rely more on predictive models that allow us to appropriately price credit based on probable losses.

Management tracks, manages and reports credit exposure limits for each lending program and bank-wide in order to comply with limits set by our board of directors. Our policies also dictate bank wide diversification and program specific limits.

Our Lending Programs

We have experienced significant growth in assets, loans, deposits and earnings during the last three years, all of which has been achieved organically. While the Bank regularly identifies target markets and products which we seek to launch as pilot programs, we believe the primary source of continued growth of the Bank will be from our current core business lines:

•

SBA 7(a) Lending: Since 2014, we have utilized relationships with third parties (primarily BFG) to originate loans partially guaranteed by the SBA, to small businesses and professionals. We typically sell the SBA-guaranteed portion (generally 75% of the principal balance) of the loans we originate at a premium in the secondary market while retaining all servicing rights and the unguaranteed portion. We analyze public data provided by the SBA to target or avoid loans and industries with specific characteristics that may lead to unacceptable rates of future loan losses. We believe the experience of our management team, our ability to analyze loan performance data, our loan processing structure, our ability to leverage our referral relationship with BFG, careful underwriting, servicing and proactive collection policies have resulted in charge-off experience in our SBA portfolio that outperforms industry averages. Based on data sets for the SBA beginning October 1, 2012 through March 31, 2021, SBA 7(a) loans made by the Bank have a charge-off rate of 0.3% versus 1.2% for the entire SBA 7(a) lending industry on average. We believe, based on our current relatively low market penetration, the opportunity to continue to expand this business line is significant and that the SBA 7(a) product provides an entry point to broaden our banking relationship with these customers to potentially include deposits and POS financing opportunities. Loan terms generally range from 120 to 300 months and interest rates currently range from the prime rate plus 200 basis points to the prime rate plus 275 basis points, as adjusted quarterly. In 2020, we originated approximately $80.3 million in SBA 7(a) loans and held approximately $96.2 million of SBA 7(a) loans on our balance sheet as of December 31, 2020, excluding PPP loans. During the three months ended March 31, 2021, we originated approximately $37.5 million in SBA 7(a) loans and held approximately $101.9 million of SBA 7(a) loans on our balance sheet as of March 31, 2021, excluding PPP loans, of which $48.0 million

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was guaranteed by the SBA and $53.9 million was unguaranteed. Excluding the impact of an aggregate of $65.9 million in PPP loan balances outstanding as of March 31, 2021, our loan portfolio as of that date is comprised of 30.1% in unguaranteed portion of SBA 7(a) loans and 26.8% in guaranteed portions of SBA 7(a) loans.

As an experienced SBA 7(a) lender, we were an active participant in the PPP. Through these efforts, we provided PPP loans to 700 businesses, totaling approximately $126.6 million, as of December 31, 2020. No PPP loans were originated by the Company during the three months ended March 31, 2021. In addition to a 1.0% interest rate paid by the borrower, the PPP loans also resulted in fees paid by the SBA to the Bank for processing PPP loans, which fees are accreted into interest income over the life of the applicable loans. If a PPP loan is forgiven or paid off before maturity, the remaining unearned fee is recognized into income at that time. For the year ended December 31, 2020, the Company recognized approximately $0.4 million in PPP-related SBA accelerated deferred loan fees through interest income as a result of PPP loan forgiveness. For the three months ended March 31, 2021, the Company recognized approximately $0.9 million in PPP-related SBA accreted deferred loan fees through interest income, $0.6 million of which were accelerated as a result of PPP loan forgiveness. The majority of the approximately $1.0 million remaining in deferred fees as of March 31, 2021 are expected to be recognized as the PPP loans are forgiven, which we expect to occur over the next several quarters.

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Strategic Programs: Over the past five years, we have established Strategic Programs with various third-party consumer and commercial loan origination platforms that use technology to streamline the origination of consumer and small commercial loans. We currently have nine Strategic Program relationships. We are highly selective in establishing relationships with loan origination platforms for our Strategic Programs. We also place a high priority on regulatory compliance and have implemented comprehensive compliance management systems with an emphasis on oversight of loan origination platforms in our Strategic Program. Finally, we seek to establish relationships with Strategic Program loan origination platforms whose philosophy aligns with our goal of helping our customers move forward, and who augment our product offerings and enable us to realize operating efficiencies. We typically retain Strategic Program loans for a number of business days after origination, following which we sell the loan receivables or whole loans to the Strategic Program loan origination platform or other investors. The terms of our Strategic Programs generally require each Strategic Program loan origination platform to establish a reserve deposit account with the Bank, intended to protect the Bank in the event a purchaser of loan receivables originated through our Strategic Programs cannot meet its contractual obligation to purchase.

Beginning in 2018, we began selectively retaining a portion of the loans or receivables for investment based on analytics generated by FinView™ and the capacity and appetite of the Bank. Increased retention of loan originations for investment is part of the Bank’s long-term strategy. These Strategic Programs have given us access to superior yield on held-for-investment loans supported by predictive models and more expansive distribution channels for our lending. Our Strategic Programs also cover a wide range of borrower credit profiles, loan terms and interest rates. Loan terms range from 1 to 72 months. Interest rates currently range from 8% to 160%. In 2020, we originated approximately $2.4 billion in Strategic Program loans and we held for investment approximately $7.3 million in Strategic Program loans and approximately $21.0 million in Strategic Program loans held-for-sale as of December 31, 2020. During the three months ended March 31, 2021, we originated approximately $963.2 million in Strategic Program loans and we held for investment approximately $6.6 million in Strategic Program loans and approximately $37.8 million in Strategic Program loans held-for-sale as of March 31, 2021. Business checking and money market demand accounts associated with Strategic Program relationships held balances of approximately $70.1 million and $83.7 million (including $18.6 million and $24.0 million held as collateral) as of December 31, 2020 and March 31, 2021, respectively.

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Residential and Commercial Real Estate Lending. We operate a single branch location in Sandy, Utah. From this branch, we offer commercial and consumer banking services throughout the greater Salt Lake City, Utah MSA. These products are delivered using a high-touch service, relationship banking approach. The majority of the lending product consists of residential non-speculative construction loans which generate both non-interest income and interest income. Construction loan terms generally range from 9 to 12 months and interest rates currently range from the prime rate to the prime rate plus 200 basis points. All of the loans generated through this branch are held on our balance sheet. As of December 31, 2020, our branch-based banking operations consisted of approximately $25.3 million in loans (including approximately $20.6 million of residential and commercial real estate loans) and approximately

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$51.4 million in deposits. As of March 31, 2021, our branch-based banking operations consisted of approximately $27.7 million in loans (including approximately $24.3 million of residential and commercial real estate loans) and approximately $49.0 million in deposits. The deposit operations at our branch focus on local businesses and individual customers that are seeking personal service and the relationships developed with our local bankers. These deposits comprise demand deposits, NOW accounts, MMDAs, savings accounts, and time deposits under $250,000 that are not brokered deposits.

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Consumer Lending via our POS Lending Program: Since 2011, the Bank has offered collateralized and uncollateralized loans to finance the purchase of retail goods and services, such as pianos, spas, and home improvements. Loan applications are submitted at the point-of-sale through an online portal. Historically, all of the loans originated through our POS lending program have been held on our balance sheet. We currently manage the credit risk associated with these loans through a variety of processes, including targeting super prime (FICO score of 720 and higher), prime (FICO score of 660 through 719) and near-prime (FICO score of 640 through 659) borrowers, prudent underwriting, proper administration, careful servicing, proactive collection policies and comprehensive merchant due diligence. Loan terms are generally 60 months and interest rates currently range from 7.0% to 14.5%. We utilize a high degree of automation in this program and track loan applications, analyze credit and approve loans by deploying a combination of FinView™ and “off-the-shelf” technology solutions. The majority of the approximately $5.5 million and $4.8 million in consumer loans outstanding as of December 31, 2020 and March 31, 2021, respectively, that were not generated through our Strategic Programs were originated in connection with our POS lending program. In 2020, we originated approximately $2.8 million in POS loans and held approximately $4.4 million of POS loans on our balance sheet as of December 31, 2020. During the three months ended March 31, 2021, we originated approximately $0.6 million in POS loans and held approximately $3.9 million of POS loans on our balance sheet as of March 31, 2021. We expect to expand this program via enhanced marketing efforts.

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The charts below illustrate our loan origination volume and revenue by business line for the year ended December 31, 2020, as well as the composition of the loan portfolio by business line as of December 31, 2020. “Revenue” is a non-GAAP measure total of gross interest income and gross non-interest income.

YE 2020 Origination Volume			Loan Portfolio as of 12/31/20

YE 2020 Revenue by Business Line

Note: Commercial non-real estate loan volume and revenue for the year ended December 31, 2020 and commercial non-real estate loan balances outstanding as of December 31, 2020 are included in the “Other” category. The “RE Lending” category includes both residential and commercial real estate.

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The charts below illustrate our loan origination volume and revenue by business line for the three months ended March 31, 2021, as well as the composition of the loan portfolio by business line as of March 31, 2021.¹

Q1 2021 Origination Volume			Loan Portfolio as of 03/31/21

Q1 2021 Revenue by Business Line

Note: Commercial non-real estate loan volume and revenue for the three months ended March 31, 2021 and commercial non-real estate loan balances outstanding as of March 31, 2021 are included in the “Other” category. The “RE Lending” category includes both residential and commercial real estate.

1	~~Note to Draft: PSC to provide formatted Q1 chart. Below is placeholder only.~~

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Funding and Deposits

We use a diversified funding strategy with an emphasis on core deposits, from our local lending Strategic Programs and SBA lending program, coupled with brokered and core Institutional Deposits and borrowings as needed. While our long-established Utah branch has been a significant and reliable source of deposits, our recent growth in core deposits is principally driven by funds deposited through our Strategic Programs. The terms of our Strategic Programs generally require each Strategic Program loan origination platform to establish a reserve deposit account with the Bank, intended to protect the Bank in the event a purchaser of loan receivables originated through our Strategic Programs cannot meet its contractual obligation to purchase. The reserve deposit account balance is typically required to at least equal the total outstanding balance of loans held-for-sale by the Bank related to the Strategic Program. The Bank has the right to withdraw amounts from the reserve deposit account to fulfill loan purchaser obligations created under the Strategic Program agreements. Depending on the strength of the relationship between the Bank and our Strategic Program relationship, we may reduce the required amount of reserve deposits held and/or allow a portion of the requirement to be fulfilled by a letter of credit. In addition to the reserve deposit account, certain Strategic Program relationships have opened operating deposit accounts at the Bank. To further expand our funding options, in 2020, we piloted a new deposit product targeting SBA 7(a) customers. Our initial pilot of this program aided in growing SBA customer deposits to approximately $6.9 million and approximately $8.4 million as of December 31, 2020 and March 31, 2021 respectively. We expect to deploy marketing strategies to promote this product going forward. We may also pursue additional deposit gathering opportunities using our existing online and mobile banking products that give us the ability to attract deposits nationwide. Due to our lending strategies and ability to serve customers on a nationwide basis at declining marginal cost, we can afford to attract customers by offering competitive interest rates. Finally, our brokered and core Institutional Deposits have provided efficient low-overhead funding for growth. However, since December 31, 2018 our use of brokered and core Institutional Deposits have decreased. The charts below illustrate the changing composition of our deposit portfolio as of December 31, 2018, December 31, 2019, December 31, 2020, and March 31, 2021, including our declining reliance on brokered and core Institutional Deposits.

Total Deposits Breakdown

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Our Competitive Strengths

Our business model is highly profitable. We believe our technology and systems along with our seasoned management team allow us to identify and access business lines where we can provide valuable products and services to our customers and generate superior returns for our shareholders. When compared to other banks over the past three years, we have consistently and efficiently produced higher profit performance driven by our superior risk adjusted net interest margins, ability to generate high levels of noninterest income and our scalable operating systems. For example, for the year ended December 31, 2020, our return on average assets was 4.5% compared to 0.7% for all U.S. Banks, our return on average equity was 28.4% compared to 6.9% for all U.S. Banks, our net interest margin was 11.0% compared to 2.8% for all U.S. Banks, our noninterest income to average assets ratio was 5.8% compared to 1.4% for all U.S. Banks and our efficiency ratio was 51.6% compared to 59.8% for all U.S. Banks and for the three months ended March 31, 2021, our return on average assets was 6.5% compared to 1.4% for all U.S. Banks, our return on average equity was 43.1% compared to 13.7% for all U.S. Banks, our net interest margin was 11.0% compared to 2.6% for all U.S. Banks, our noninterest income to average assets ratio was 7.5% compared to 1.4% for all U.S. Banks and our efficiency ratio was 45.9% compared to 60.0% for all U.S. Banks (based on information from the FDIC.gov website “Statistics on Depository Institutions Report”). The charts below provide comparative profit performance measures for the years ended December 31, 2018, December 31, 2019, and December 31, 2020 and the three months ended March 31, 2021.

Return on Average Assets			Return on Average Equity

Net Interest Margin			Noninterest Income / Average Assets

Efficiency Ratio

Source: All U.S. Banks information is from the FDIC website “Statistics on Depository Institutions Report.”

Note: Efficiency ratio is calculated by dividing noninterest expense by the sum of net interest income and noninterest income. See “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures.” According to the FDIC website, the data for all Banks represents 5,406, 5,177, 5,001 and 4,978 banks for 2018, 2019, 2020, and the three months ended March 31, 2021, respectively.

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We apply disciplined underwriting and credit risk management. We have a disciplined credit culture with traditional credit quality practices augmented by data- and analytics-driven decision-making (through FinView™), risk management, and a broad, diversified loan portfolio. Our credit management processes emphasize prudent underwriting, proper administration, careful servicing and proactive collection policies. We believe we have positioned the Company to successfully navigate a wide range of credit environments including the current uncertain economic environment due to the Covid-19 pandemic. Many of our SBA borrowers are engaged in various pandemic resilient industries. For more information on the impact of the Covid-19 pandemic on the Company and the Bank, please see the section entitled “Recent Developments,” below.

We use data analytics and diversification as a risk management tool. We believe that our data driven loan diversification strategy plays a key role in managing a variety of risks, including credit risks, revenue volatility risk, and market cycle risk. When considering how to best diversify our loan portfolio, we consider several factors including our aggregate and business-line specific concentration risks, our business line expertise, and the ability of our infrastructure to appropriately support the product. Our ability to hold or sell newly originated loans allows us to alter the mix of our interest and non-interest income and rebalance our loan portfolio based on our credit risk appetite.

An example of our effective use of data and diversification is our SBA 7(a) loan portfolio, the largest portion of the Bank’s loan portfolio as of March 31, 2021. As of March 31, 2021, our SBA 7(a) portfolio (excluding PPP) is comprised of more than 300 loans across a variety of industries, with borrowers in 35 states as represented in the following map.

Note: Percentage categories shown is calculated by dividing (a) accumulated total unguaranteed SBA 7(a) balance for each NAICS Sub-Sector by (b) the total unguaranteed SBA 7(a) balance outstanding of approximately $53.9 million as of March 31, 2021. New York state and New Jersey comprise 47.5% and 11.4%, respectively, of Bank’s unguaranteed SBA 7(a) portfolio balance as of March 31, 2021.

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Our largest industries by exposure are professional, scientific and technical services (including law firms), non-store retailers (e-commerce), and ambulatory healthcare services with the remainder of the exposure being spread across several North American Industry Classification System (“NAICS”) sub-sectors. The following table presents a breakdown of the ten largest NAICS sub-sector concentrations within our SBA 7(a) portfolio as of March 31, 2021:

SBA (7) Portfolio Breakdown

NAICS Sub-Sector Code	Description	March 31, 2021 % of Total
541	Professional, Scientific and Technical Services	18.3%
454	Non-Store Retailers (Electronic Shopping)	14.7%
621	Ambulatory Health Care Services	7.7%
423	Merchant Wholesalers, Durable Goods	5.4%
445	Food and Beverage Stores (Grocery, Convenience)	5.2%
623	Nursing and Residential Care Facilities	5.2%
448	Clothing and Clothing Accessories Stores	4.5%
811	Manufacturing Repair and Maintenance	4.2%
238	Specialty Trade Contractors	3.8%
442	Furniture and Home Furnishings Stores	3.5%
	All Other	27.5%
Total		100.0%

Note: Percentage shown is calculated by dividing (a) accumulated total unguaranteed SBA 7(a) balance for each NAICS Sub-Sector by (b) the total unguaranteed SBA 7(a) balance outstanding of approximately $53.9 million as of March 31, 2021.

Data metrics that we frequently use in assessing risk in this portfolio include tenure of the business’ operating history, average FICO score and Debt Service Coverage Ratio. In addition, the experience of our management team with specific collateral and transaction types are also factored into our decision to extend credit.

Our Bank has prudently managed high rates of growth and we are able to access large market opportunities. We have built our Bank to prudently manage rapid growth. Many of our business lines are well suited to iterative processes that optimize economies of scale without sacrificing credit discipline or regulatory compliance standards. We utilize third parties to expand our market reach and we look to our talented employees to implement systems, technology, data and automation to operate efficiently and facilitate responsible growth.

We have historically entered markets that offer growth opportunities and that align with our core competencies, the prevailing trends within the banking industry and our strategic plan. We estimate the sizes of our three multi-state business lines to be:

Strategic Programs: $100 billion in total available market based on industry data and estimates. Our estimation of the total available market for the Strategic Program business line is based on industry data for unsecured personal loans. We believe the total available market may be larger than this as the Bank offers Strategic Programs specific to POS lending and commercial lending which may not be accounted for in the above estimates.

SBA Lending $150 billion in total available market based on SBA agency reports.

POS Lending: $160 billion in total available market based on industry data and estimates.

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Recent performance demonstrates our strong growth trajectory. From January 1, 2018 through March 31, 2021, our compound annual growth rate (“CAGR”), in total assets (excluding approximately $65.9 million of PPP loans outstanding as of March 31, 2021) was 54.0%, our CAGR in total loans outstanding (excluding approximately $65.9 million of PPP loans outstanding as of March 31, 2021) was 44.8% and our CAGR in total deposits was 47.6%. From January 1, 2018 through December 31, 2020, our CAGR in loan originations (excluding approximately $126.6 million of PPP loans originated during the year ended December 31, 2020) was 131.2%. As shown in the charts below, we grew total assets by 78.6%, 52.5%, 79.3% and 3.9% during the years ended December 31, 2018, December 31, 2019 and December 31, 2020 and the three months ended March 31, 2021, respectively, compared to all U.S. Banks which grew assets by 3.3%, 2.6%, 14.1% and 8.0%, respectively (based on information from the FDIC.gov website “Statistics on Depository Institutions Report”) during the same time periods.

Asset Growth Rate (Over Prior Period)			Total Loan Originations ($000s)

Source: All U.S. Banks information is from the FDIC website “Statistics on Depository Institutions Report.”

Note: According to the FDIC website, the data for all Banks represents 5,406, 5,177, 5,001 and 4,978 banks for 2018, 2019, 2020, and the three months ended March 31, 2021, respectively.

Our profit margins improve with scale. We are a bank that uses technology and data as a competitive advantage. Our proprietary and “off-the-shelf” technology and systems allow us to originate a large volume of loans and achieve considerable growth with limited marginal cost. We currently source most of our loan originations through our Strategic Programs. These Strategic Programs require us to make an upfront investment in terms of due diligence, underwriting and integration (for which we are compensated in the form of set-up fees), but once established the ongoing operation has been highly efficient. In addition, our strategic plan contemplates increasing the amount of loans originated through our Strategic Program business line that we hold for investment. We believe increasing these Strategic Program loan balances will be highly profitable and require a relatively small additional investment in credit risk management. Lastly, since our technology, systems and policies are highly iterative we believe they are well suited to high levels of throughput and resulting economies of scale. As a result, this operating leverage is expected to increase profitability as we scale.

Core deposits are our primary source of funding. We use a diversified funding strategy including core deposits from our branch, deposits originated through SBA lending programs and Strategic Programs, with brokered and core Institutional Deposits and borrowings as needed. As mentioned above, a significant portion of our core deposits include funds deposited through our Strategic Programs, to support reserve requirements. In addition to the reserve deposit account, certain Strategic Program relationships have opened operating accounts. In 2020, we piloted a new deposit product targeted to SBA 7(a) customers. Marketing strategies to expand this product will be deployed in 2021. Additional deposit gathering opportunities may be available via our online and mobile banking products that give us the ability to attract deposits nationwide. We are well-positioned to offer our clients competitive deposit rates because of the strong yields on our earning assets, our ability to use technology and the relatively low marginal cost of our operations. In 2020, as a result of high levels of PPP loan origination, we also accessed the PPPLF as a funding strategy.

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Our experienced management team is supported by a high-performing workforce. We have a highly experienced executive team with deep expertise in our core products, risk, compliance, operations, project management and information technology. Our executive team, which on average has 26 years of experience working in the financial services sector, has successfully operated through a range of economic cycles. Complementing their experience at the Bank, most of our executive officers have had prior management experience at other leading companies and financial institutions. Our leadership team is supported by a high quality, highly-motivated set of managers and employees. We strive to provide employees with opportunities for advancement and growth in an attractive work environment with a competitive benefits package. These strategies have resulted in minimal turnover in a highly-competitive market. Key members of our executive team include:

Kent Landvatter. Mr. Landvatter joined the Company and the Bank in September 2010 as the President and Chief Executive Officer. Mr. Landvatter has over 40 years of financial services and banking experience, including experience with distressed banks and serving as the president of two de novo banks, Comenity Capital Bank and Goldman Sachs Bank, USA.

Javvis Jacobson. Mr. Jacobson joined the Company and the Bank in March 2015 as the Executive Vice President and Chief Financial Officer. Mr. Jacobson has over 20 years of financial services experience, including at Deloitte, where he served for several years managing audits of financial institutions. Mr. Jacobson also served for several years as the Chief Financial Officer of Beehive Credit Union with over $190 million in assets.

James Noone. Mr. Noone joined the Bank in February 2018 and was named Executive Vice President and Chief Credit Officer in June 2018. Mr. Noone has 20 years of financial services experience including commercial and investment banking as well as private equity. Prior to joining the Bank, Mr. Noone served as Executive Vice President of Prudent Lenders, an SBA service provider from 2012 to 2018.

Dawn Cannon. Ms. Cannon joined the Bank in March 2020 as the Senior Operating Officer and was named Executive Vice President and Chief Operating Officer in July 2020. Ms. Cannon has over 17 years of banking experience, including serving as the Executive Vice President of Operations of EnerBank, an industrial bank that focused on lending programs similar to our POS lending program, where she was instrumental in building it from 23 to 285 full time employees and from $10 million to $1.4 billion in total assets.

David Tilis. Mr. Tilis joined the Bank in March 2016 as a Vice President and Director of Specialty Lending and now serves as the Chief Strategy Officer and Senior Vice President. Mr. Tilis has over 15 years of financial services experience, including serving as a Vice President of Cross River Bank overseeing SBA lending and playing a significant role in strategic relationships.

Suzanne Musgrow. Ms. Musgrow joined the Bank in December 2016 and now serves as a Senior Vice President and the Chief Risk Officer. Ms. Musgrow has over 20 years of banking experience in the areas of credit, compliance and operations.

Rachael Hadley. Ms. Hadley joined the Bank in September 2016 and now serves as a Senior Vice President and the Chief Regulatory Compliance Officer. Ms. Hadley has over 15 years legal and banking experience.

Recent Developments

Since March 2020, our nation has experienced a massive health and economic crisis as a result of the Covid-19 pandemic, which continues to negatively impact the health and finances of millions of people and businesses and have a pronounced impact on the global and national economy. To control the spread of the Covid-19 virus, governments around the world instituted widespread shutdowns of the economy which resulted in record unemployment in a matter of weeks. In an effort to reduce the impact of economic shutdowns, the United States Congress has passed the CARES Act, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act, the Consolidated Appropriations Act, 2021, and recently the American Rescue Plan Act of 2021. These relief measures have provided stimulus payments to individuals, expanded unemployment benefits, and created programs that provided critical financing to small businesses through products such as Economic Injury Disaster Loans (“EIDL”) and the PPP, both of which are being administered by the SBA. Additionally, the United States government agreed to make six months of payments on SBA loans and increase the SBA guaranty on SBA 7(a) loans to 90% for loans originated from February 1, 2020 through September 30, 2021. We are proud of the impact we made throughout the country by our participation in the first round of PPP lending. As described above, we were able to provide

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PPP loans to 700 businesses totaling approximately $126.6 million for the year ended December 31, 2020. The Bank did not originate any additional PPP loans for the three-month period ended March 31, 2021.

Selected Financial Highlights

We believe the Bank’s diversified loan portfolio and associated revenue streams have enabled the Bank to sustain and grow its business despite the adverse conditions relating to the ongoing Covid-19 pandemic. During the first and second quarters of 2020, we recorded higher than normal provisions to position ourselves for the possibility of elevated losses on loans resulting from the pandemic. The provision amounts reflected our early uncertainty surrounding the impact of the pandemic. Provisions ceased in the third and fourth quarters of 2020 when we determined that our loan portfolios were not materially impacted at that time. For the three months ended March 31, 2021 and year ended December 31, 2020, the provision for loan losses amounted to $0.6 million and $5.2 million, respectively, compared to $3.8 million for the three months ended March 31, 2020 and $5.3 million for the year ended December 31, 2019. We believe our SBA 7(a) underwriting program has remained strong throughout the Covid-19 pandemic and our SBA 7(a) loans are well collateralized when compared to the SBA industry in general. Additionally, the Bank has low exposure to industries severely affected by the Covid-19 pandemic, such as hospitality and restaurants. The only outstanding balances relating to the hotel or restaurant industries as of December 31, 2020 and March 31, 2021 were within our SBA portfolio. The outstanding unguaranteed balance of loans to hotels totaled $1.4 million and $1.5 million as of December 31, 2020 and March 31, 2021, respectively. The outstanding unguaranteed balance of loans to restaurants totaled $0.3 million as of December 31, 2020 and March 31, 2021. The dollar amount of short-term modifications of loans held-for-investment not classified as troubled debt restructurings was $1.2 million and $0.3 million as of December 31, 2020 and March 31, 2021, respectively.

Our unaudited consolidated financial statements as of and for the three months ended June 30, 2021 are not yet available because notes to the interim financial statements in accordance with Article 10 of Regulation S-X for the three months ended June 30, 2021 are not yet completed. Accordingly, only partial and preliminary financial information with respect to such period has been provided in the prospectus. The following preliminary unaudited consolidated financial information regarding our performance and financial condition as of and for the three months ended June 30, 2021 is based solely on management’s estimates reflecting preliminary financial information, and remains subject to additional procedures and our consideration of subsequent events, particularly as they relate to material estimates and assumptions used in preparing management’s estimates, which we expect to complete following this offering. These additional procedures could result in material changes to the preliminary financial information set forth below. The following consolidated financial data as of and for the three months ended March 31, 2021 is derived from our unaudited consolidated financial statements, which are included elsewhere in this prospectus. The preliminary information set forth below is not a complete presentation of our financial results for the three months ended June 30, 2021. The following estimates constitute forward-looking statements and are subject to risks and uncertainties, including those described in the section entitled “Risk Factors” in this prospectus. See also the section entitled “Cautionary Note Regarding Forward-Looking Statements.” There are limitations with making preliminary estimates of our financial results as of and for the three months ended June 30, 2021 and 2020 prior to the completion of our and our auditors’ financial review procedures for such periods. Our independent registered public accounting firm, Moss Adams LLP, has not audited, reviewed, compiled or applied agreed-upon procedures with respect to the preliminary financial information, and as such, does not express an opinion, or any assurance, with respect to this preliminary financial information. Accordingly, our unaudited consolidated financial statements as of and for the three months ended June 30, 2021 may differ materially from our estimates and interim balances indicated below.

You should read the following selected financial highlights in conjunction with the sections titled “Selected Historical Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our audited consolidated financial statements for the year ended December 31, 2020, our unaudited consolidated financial statements for the three months ended March 31, 2021 and related notes included elsewhere in this prospectus.

Assets. Total assets were $288.2 million as of June 30, 2021, representing a $41.9 million, or 12.7%, decrease compared to $330.1 million as of March 31, 2021 and a $17.0 million, or 6.3%, increase compared to $271.2 million as of June 30, 2020. The primary reason for the decrease in total assets during the three months ended June 30, 2021 is that PPP borrowers applied for and received forgiveness from the SBA for $48.5 million of PPP loan principal. The reduction of PPP loans resulted in a PPPLF paydown of $57.1 million.

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Loans. Total loans were $233.1 million as of June 30, 2021, representing a $12.2 million, or 5.0%, decrease from March 31, 2021 and a $0.2 million, or 0.1%, increase from June 30, 2020. During the three months ended June 30, 2021, Strategic Program loans increased by $26.8 million (including $20.9 million loans held-for-sale), offset by a decrease in PPP loans of $48.5 million.

Loan Originations. Loan originations were $1.3 billion for the three months ended June 30, 2021, representing a $0.3 billion, or 26.2% increase when compared to the three months ending March 31, 2021 and a $0.9 billion, or 286.0% increase when compared to the three months ending June 30, 2020. During the three months ended June 30, 2021, Strategic Program loan originations increased primarily due to increased activity across our Strategic Program lending platforms. During the three months ended June 30, 2020, loan originations were reduced across all loan types except PPP loans due to the Covid-19 pandemic. Because the majority of our loan originations have historically been held for a few days and then sold, total asset and total loan balance trends have not been highly correlated to our loan origination volumes.

Deposits. Total deposits were $198.6 million as of June 30, 2021, representing a $10.1 million, or 5.4%, increase from March 31, 2021 and a $43.6 million, or 28.1%, increase from June 30, 2020.

Shareholders’ Equity. Total shareholders’ equity was $60.3 million as of June 30, 2021, compared to $52.3 million as of March 31, 2021 and $36.9 million as of June 30, 2020.

Net Income. Net income was $7.8 million for the three months ended June 30, 2021, compared to $1.1 million for the three months ended June 30, 2020. The increase in net income is due to a $5.6 million increase in interest and fees on loans primarily due to an increase in the average Strategic Program loan balance during the three months ended June 30, 2021, compared to the three months ended June 30 2020, and a $4.9 million increase in non-interest income primarily due to an increase in Strategic Program fee income and gain on the sale of SBA loans during the three months ended June 30, 2021, compared to the three months ended June 30, 2020, offset by a $1.9 million increase in non-interest expense primarily due to an increase in salaries and benefits due to an increase in the number of employees of the Company during the three months ended June 30, 2021, compared to the number of employees during the three months ended June 30, 2020 and an increase in the provision for income taxes of $1.9 million due to the increase in net income during the three months ended June 30, 2021, compared to the three months ended June 30, 2020.

Net Interest Margin. Net interest margin was 14.4% for the three months ended June 30, 2021, compared to 8.8% for the three months ended June 30, 2020. The increase in net interest margin is driven primarily by the reduction in fixed 1% interest rate PPP loans from $125.1 million at June 30, 2020 to $17.3 million at June 30, 2021 due primarily to forgiveness by the SBA of PPP loans during the twelve months ended June 30, 2021.

ROAA. ROAA was 10.0% for the three months ended June 30, 2021, compared to 1.9% for the three months ended June 30, 2020. The increase in ROAA was driven primarily by the increase of approximately 609.1% or $6.7 million in net income to $7.8 million for the three months ended June 30, 2021, compared to net income of $1.1 million for the three months ended June 30, 2020.

ROAE. ROAE was 55.1% for the three months ended June 30, 2021, compared to 11.9% for the three months ended June 30, 2020. The increase in ROAE was driven primarily by the increase of approximately 609.1% or $6.7 million in net income to $7.8 million for the three months ended June 30, 2021, compared to net income of $1.1 million for the three months ended June 30, 2020.

Efficiency Ratio. Efficiency ratio was 37.3% for the three months ended June 30, 2021, compared to 61.6% for the three months ended June 30, 2020. The decrease in efficiency ratio was driven primarily by the increases in net interest income and non-interest income for the three months ended June 30, 2021 compared to the three months ended June 30, 2020, partially offset by the increase in non-interest expense for the three months ended June 30, 2021 compared to the three months ended June 30, 2020, as each component has been described above.

Note: Efficiency ratio is calculated by dividing noninterest expense by the sum of net interest income and noninterest income. See “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures.” The following table provides a reconciliation of this non-GAAP financial measure to the most closely related GAAP measure.

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Efficiency Ratio

	Three Months Ended June 30,
($ in thousands)	2021	2020
Noninterest expense	$7,064	$5,155
Net interest income	$10,802	$5,101
Total noninterest income	$8,160	$3,261
Adjusted operating revenue	$18,962	$8,362
Efficiency ratio	37.3%	61.6%

Participation in Paycheck Protection Program

During the year ended December 31, 2020, the Company originated 700 PPP loans for a total principal amount of $126.6 million. As of June 30, 2021, PPP borrowers have applied for and received forgiveness from the SBA for $109.2 million of PPP loan principal and have made $0.2 million of principal payments. Our participation in the SBA’s PPP has generated new customers, some of whom we expect to retain for conventional and SBA lending products following the end of the SBA’s PPP.

Change in Authorized Shares of Capital Stock

At a meeting of our shareholders held on July 26, 2021, our shareholders voted to approve the Fourth Amended and Restated Articles of Incorporation, which, among other things, (i) increase the authorized shares of common stock from 20,000,000 (without regard for the six-for-one stock split of July 26, 2021) to 40,000,000 and (ii) decrease the authorized shares of preferred stock from 5,000,000 to 4,000,000. Our common shareholders approved such amendment at the meeting on July 26, 2021, and the amendment was thereafter filed with the Utah Department of Commerce.

Corporate Information

Our principal executive offices are located at 756 East Winchester Street, Suite 100, Murray, Utah 84107. Our telephone number is (801) 501-7200. Our website is www.finwisebancorp.com. The information on, or accessible through, our website or any other website cited in this prospectus is not part of, or incorporated by reference into, this prospectus and should not be relied upon in determining whether to make an investment decision.

Stock Split

On ,July 26, 2021, we effected a ~~-for-one~~six-for-one stock split of our common stock, whereby each share of our common stock was automatically divided into six shares of common stock. As a result of the stock split, each shareholder held the same percentage of common stock outstanding after the stock split as that shareholder held immediately prior to the stock split. There was no change to the par value of our common stock as a result of the stock split. The effect of the stock split on outstanding shares and per share figures has been retroactively applied to all periods presented in this prospectus.

Summary Risk Factors

Our business and this offering are subject to a number of substantial risks and uncertainties of which you should be aware before making a decision to invest in our common stock. These risks are discussed more fully in the section entitled “Risk Factors” beginning on page 2628. Some of these risks include the following:

the impact, duration and severity of the ongoing Covid-19 pandemic, the response of governmental authorities to the Covid-19 pandemic and our participation in Covid-19-related government programs such as the PPP administered by the SBA and created under the CARES Act;

cybersecurity breaches and system failures affecting FinView™;

operational and strategic risks, including the risk that we may not be able to implement our growth strategy and risks related to cybersecurity, our continued ability to establish relationships with Strategic Program service providers, and the possible loss of key members of our senior leadership team;

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credit risks, including risks related to the significance of SBA 7(a), Strategic Programs and construction loans in our portfolio, our relationship with BFG, our ability to effectively manage our credit risk and the potential deterioration of the business and economic conditions in our markets;

liquidity and funding risks, including the risk that we will not be able to meet our obligations due to risks relating to our funding sources;

market and interest rate risks, including risks related to interest rate fluctuations and the monetary policies and regulations of the Board of Governors of the Federal Reserve System, or the Federal Reserve;

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third-party risk, including risks that we may be unable to maintain or increase loan originations facilitated through our Strategic Programs;

reputational risks, including the risk that we may be subject to negative publicity about us or our industry, including the transparency, fairness, user experience, quality, and reliability of our lending products or distribution channels;

legislative, regulatory, legal, and reputational risks related to our Strategic Programs, including those relating to our small dollar lending program;

reversal of regulatory pronouncements that provided clarity for Strategic Programs on “true lender” rules;

legal, accounting and compliance risks, including risks related to the extensive state and federal regulation under which we operate and changes in such regulations;

changes in the regulatory oversight environment impacting our Strategic Programs or non-compliance of federal and state consumer protection laws by our Strategic Program service providers; and

offering and investment risks, including illiquidity and volatility in the trading of our common stock, limitations on our ability to pay dividends and the dilution that investors in this offering will experience.

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THE OFFERING

Common stock offered by us

3,571,429 shares of our common stock, par value $0.001 per share (or 4,107,143 shares if the underwriters exercise their option in full to purchase 535,714 additional shares).

Common stock offered by the selling shareholder

558,030 shares of our common stock, par value $0.001 per share.

Underwriters’ option to purchase additional shares

We have granted the underwriters an option exercisable for 30 days after the date of this prospectus to purchase, from time to time, in whole or in part, up to an additional 535,714 shares from us at the public offering price less underwriting discounts and commissions.

Shares of common stock to be outstanding after this offering

12,287,539 shares of common stock (or 12,823,253 shares if the underwriters exercise in full their option to purchase additional shares of common stock).

Use of proceeds

Assuming an initial public offering price of $$14.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, we estimate that the net proceeds to us from the sale of our common stock in this offering, after deducting underwriting discounts and estimated offering expenses payable by us, will be $$43.7 million (or $$50.7 million if the underwriters exercise in full their option to purchase additional shares of common stock). We intend to use the net proceeds to us from this offering to fund organic growth, to continue the buildout of our operating infrastructure, and for general corporate purposes, which could include future acquisitions, maintenance of our required regulatory capital levels and other growth initiatives. We will not receive any proceeds from the sale of shares of our common stock by the selling shareholder. See “Use of Proceeds.”

Dividend policy

Holders of our common stock are only entitled to receive dividends when, as and if declared by our board of directors out of funds legally available for dividends. We have not paid any cash dividends on our capital stock since inception, and we currently have no plans to pay dividends for the foreseeable future. Our ability to pay dividends to our shareholders in the future will depend on regulatory restrictions, our liquidity and capital requirements, our earnings and financial condition, the general economic climate, contractual restrictions, our ability to service any equity or debt obligations senior to our common stock and other factors deemed relevant by our board of directors. For additional information, see “Dividend Policy.”

~~NASDAQ Listing~~Efficiency Ratio

	Three Months Ended June 30,
($ in thousands)	2021	2020
Noninterest expense	$7,064	$5,155
Net interest income	$10,802	$5,101
Total noninterest income	$8,160	$3,261
Adjusted operating revenue	$18,962	$8,362
Efficiency ratio	37.3%	61.6%

Participation in Paycheck Protection Program

WeDuring the year ended December 31, 2020, the Company originated 700 PPP loans for a total principal amount of $126.6 million. As of June 30, 2021, PPP borrowers have applied for and received forgiveness from the SBA for $109.2 million of PPP loan principal and have made $0.2 million of principal payments. Our participation in the SBA’s PPP has generated new customers, some of whom we expect to ~~list our common stock on NASDAQ under~~retain for conventional and SBA lending products following the ~~trading symbol “FINW.”~~end of the SBA’s PPP.

~~Risk factors~~Change in Authorized Shares of Capital Stock

~~Investing in our common stock involves risks. See “Risk Factors” beginning on page~~ 26 ~~for~~At a ~~discussion of certain factors that you should carefully consider before deciding to invest in shares~~meeting of our ~~common stock.~~

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~~Except as otherwise indicated, references in this prospectus~~shareholders held on July 26, 2021, our shareholders voted to approve the ~~number~~Fourth Amended and Restated Articles of Incorporation, which, among other things, (i) increase the authorized shares of common stock ~~outstanding after this offering are based upon 1,452,685~~from 20,000,000 (without regard for the six-for-one stock split of July 26, 2021) to 40,000,000 and (ii) decrease the authorized shares of preferred stock from 5,000,000 to 4,000,000. Our common ~~stock issued and outstanding as of March 31, 2021. Unless expressly indicated or~~shareholders approved such amendment at the ~~context otherwise requires, all information in this prospectus:~~

~~assumes no exercise by the underwriters of their option to purchase up to an additional shares of common stock;~~

~~assumes that the shares of common stock sold in this offering are sold at $ per share, which is the midpoint of the price range set forth~~meeting on ~~the cover page of this prospectus;~~

~~excludes 157,148 shares of common stock issuable upon exercise of stock options outstanding as of March 31,~~July 26, 2021, at a weighted average exercise price of $26.05 per share (comprising 80,150 shares of fully vested common stock issuable upon exercise of stock options and 76,998 shares of unvested common stock issuable upon exercise of stock options); and

~~excludes 45,000 shares of common stock issuable upon exercise of fully vested warrants outstanding at a weighted average exercise price of $40.00 per share.~~

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~~SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA~~

~~You should read the following selected historical consolidated financial and other data in conjunction with our consolidated financial statements and related notes~~ and the ~~sections entitled “Management’s Discussion and Analysis~~amendment was thereafter filed with the Utah Department of ~~Financial Condition and Results of Operations” and “Capitalization” included elsewhere in this prospectus.~~Commerce.

Corporate Information

Our principal executive offices are located at 756 East Winchester Street, Suite 100, Murray, Utah 84107. Our telephone number is (801) 501-7200. Our website is www.finwisebancorp.com. The ~~following tables set forth selected historical consolidated financial and~~information on, or accessible through, our website or any other data (i) as of and for the three months ended March 31, 2021 and 2020 and (ii) as of and for the years ended December 31, 2020, 2019, and 2018. Selected consolidated financial data as of and for the three months ended March 31, 2021 and 2020 have been derived from our unaudited financial statements included elsewherewebsite cited in this prospectus is not part of, or incorporated by reference into, this prospectus and ~~have~~should not ~~been audited but,~~be relied upon in ~~the opinion of our management, contain all adjustments (consisting of only normal or recurring adjustments) necessary~~determining whether to present fairly in all material respects our financial position and results of operations for such periods in accordance with GAAP. Selected consolidated financial data as of years ended December 31, 2020 and 2019 have been derived from our audited financial statements included elsewhere in this prospectus. We have derived the selected consolidated financial data as of and for the years ended December 31, 2018 from our audited financial statements not included in this prospectus. The information presented in the table below has been adjusted to give effect tomake an investment decision.

Stock Split

On July 26, 2021, we effected a ~~-for-one~~six-for-one stock split of our common stock, ~~completed effective , 2021.~~whereby each share of our common stock was automatically divided into six shares of common stock. As a result of the stock split, each shareholder held the same percentage of common stock outstanding after the stock split as that shareholder held immediately prior to the stock split. There was no change to the par value of our common stock as a result of the stock split. The effect of the stock split on outstanding shares and per share figures has been retroactively applied to all periods presented ~~below.~~ in this prospectus.

Summary Risk Factors

Our ~~historical results~~business and this offering are subject to a number of substantial risks and uncertainties of which you should be aware before making a decision to invest in our common stock. These risks are discussed more fully in the section entitled “Risk Factors” beginning on page 28. Some of these risks include the following:

the impact, duration and severity of the ongoing Covid-19 pandemic, the response of governmental authorities to the Covid-19 pandemic and our participation in Covid-19-related government programs such as the PPP administered by the SBA and created under the CARES Act;

cybersecurity breaches and system failures affecting FinView™;

operational and strategic risks, including the risk that we may not ~~necessarily indicative~~be able to implement our growth strategy and risks related to cybersecurity, our continued ability to establish relationships with Strategic Program service providers, and the possible loss of ~~any future period. The performance ratios and asset quality and capital ratios are unaudited and derived from~~key members of our ~~audited financial statements and other financial information as of and for the periods presented.~~senior leadership team;

Balance Sheet Data

As of and for the
Three Months Ended
March 31,

As of and for the years ended
December 31,
($ in thousands)

2021

2020

2020

2019

2018
Total assets

$330,053

$180,803

$317,515

$177,062

$116,085
Cash and cash equivalents

74,222

62,854

47,383

34,779

26,004
Investment securities held-to-maturity, at cost

1,670

2,169

1,809

453

570
Loans receivable, net

201,136

95,106

232,074

105,725

78,034
Strategic Program loans held-for-sale, at lower of cost or fair value

37,847

10,641

20,948

25,109

6,956
SBA servicing asset

3,074

2,205

2,415

2,034

1,581
Investment in Business Funding Group, at fair value

3,873

3,404

3,770

3,459

—
Deposits

188,511

141,347

164,476

142,021

94,824
PPP Liquidity Facility

79,704

—

101,007

—

—
Total shareholders’ equity

52,310

35,695

45,872

33,095

19,225
Tangible shareholders’ equity⁽¹⁾

52,310

35,695

45,872

33,095

19,225

For the Three Months
Ended March 31,

For the Years Ended December 31,
($ in thousands, except for per share data)

2021

2020

2020

2019

2018
Income Statement Data

Interest income

$8,806

$8,039

$29,506

$21,408

$8,073
Interest expense

372

434

1,756

1,462

846
Net interest income

8,434

7,605

27,750

19,946

7,227
Provision for loan losses

633

3,814

5,234

5,288

980
Net interest income after provision for loan losses

7,801

3,791

22,516

14,658

6,247
Noninterest income:

Strategic Program fees

2,953

2,606

9,591

8,866

5,026
Gain on sale of loans

2,603

1,013

2,849

4,167

2,957
SBA loan servicing fees

152

275

1,028

607

545
Other noninterest income

371

17

905

223

128
Total noninterest income

6,079

3,911

14,373

13,863

8,656
Noninterest expense

6,663

5,288

21,749

15,685

9,538
Provision for income taxes

1,926

600

3,942

3,177

1,333
Net income

$5,291

$1,814

$11,198

$9,659

$4,032

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For the Three Months
Ended March 31,

For the Years Ended December 31,
($ in thousands, except for per share data)

2021

2020

2020

2019

2018
Per Share Data (Common Stock)

Earnings:

Basic

$3.66

$1.25

$7.75

$8.21

$3.90
Diluted⁽²⁾

$3.55

$1.24

$7.70

$8.20

$3.90
Book value⁽³⁾

$36.01

$24.49

$31.78

$22.80

$16.45
Tangible book value⁽¹⁾

$36.01

$24.49

$31.78

$22.80

$16.45

March 31,

December 31,
Selected Performance Metrics

2021

2020

2020

2019

2018
Return on average assets⁽⁴⁾⁽⁷⁾

6.5%

4.1%

4.5%

6.6%

4.5%
Return on average equity⁽⁴⁾⁽⁷⁾

43.1%

21.1%

28.4%

36.9%

26.6%
Average yield on loans⁽⁵⁾

13.6%

24.0%

14.1%

19.3%

10.9%
Average cost of deposits⁽⁵⁾

1.5%

2.0%

1.9%

2.0%

1.6%
Net interest margin⁽⁵⁾

11.0%

16.7%

11.0%

14.1%

8.1%
Efficiency ratio⁽¹⁾

45.9%

45.9%

51.6%

46.4%

60.1%
Noninterest income to total revenue⁽⁶⁾

41.9%

34.0%

34.1%

41.0%

54.5%
Noninterest income to average assets⁽⁷⁾

7.5%

8.7%

5.8%

9.5%

9.6%
Average equity to average assets⁽⁷⁾

15.2%

19.2%

16.0%

17.8%

16.7%
Total shareholders’ equity to total assets

15.8%

19.7%

14.4%

18.7%

16.6%
Tangible shareholders’ equity to tangible assets⁽¹⁾

15.8%

19.7%

14.4%

18.7%

16.6%
Employees at period end

98

83

95

86

54

As of and
For the Three Months
Ended March 31,

As of and For the Years Ended December 31,
($ in thousands)

2021

2020

2020

2019

2018
Selected Loan Metrics

Number of loans originated

207,088

160,488

749,746

522,981

145,839
Amount of loans originated

$1,013,408

$638,706

$2,596,809

$1,724,523

$762,716
Number of loans serviced

1,745

1478

2,045

1,482

1,252

Asset Quality Ratios

Nonperforming loans

$789

$1,110

$831

$1,108

$87
Nonperforming loans to total assets

0.2%

0.3%

0.3%

0.6%

0.1%
Net charge offs to average loans

1.0%

3.7%

1.7%

2.3%

0.2%
Allowance for loan losses to loans held for investment

3.0%

6.9%

2.6%

4.1%

2.1%
Allowance for loan losses to total loans

2.5%

6.3%

2.4%

3.3%

2.0%
Allowance for loan losses to total loans (less PPP loans)⁽¹⁾

3.4%

6.3%

4.0%

3.3%

2.0%
Net charge-offs

$648

$1,204

$3,559

$2,492

$163

March 31,

December 31,
Capital Ratios⁸

2021

2020

2020

2019

2018
Leverage ratio (under CBLR)

19.4%

16.2%

16.6%

—

—
Tier 1 leverage ratio (Bank)

—

—

—

16.2%

15.7%
Tier 1 risk-based capital ratio (Bank)

—

—

—

19.3%

19.4%
Total risk-based capital ratio (Bank)

—

—

—

20.5%

20.6%
Common equity Tier 1 (Bank)

—

—

—

19.3%

19.4%

~~(1)~~

These measures are not measures recognized under United States generally accepted accounting principles, or GAAP, and are therefore considered to be non-GAAP financial measures. See “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures” for a reconciliation of these measures to their most comparable GAAP measures. Tangible shareholders’ equity is defined as total shareholders’ equity less goodwill and other intangible assets. The most directly comparable GAAP financial measure is total shareholder’s equity. We had no goodwill or other intangible assets as of any of the dates indicated. We have not considered loan servicing rights as an intangible asset for purposes of this calculation. As a result, tangible shareholders’ equity is the same as total shareholders’ equity as of each of the dates indicated. The efficiency ratio is defined as total noninterest expense divided by the sum of net interest income and noninterest income. We believe this measure is important as an indicator of productivity because it shows the amount of revenue generated for each

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~~dollar spent. Tangible book value per share is defined as book value per share less goodwill~~

credit risks, including risks related to the significance of SBA 7(a), Strategic Programs and ~~other intangible assets, divided by~~construction loans in our portfolio, our relationship with BFG, our ability to effectively manage our credit risk and the ~~outstanding number of common shares at the end of each period. The most directly comparable GAAP financial measure is book value per share. We had no goodwill or other intangible assets as of any~~potential deterioration of the ~~dates indicated. We have~~business and economic conditions in our markets;

liquidity and funding risks, including the risk that we will not ~~considered loan servicing rights as an intangible asset for purposes of this calculation. As a result, tangible book value per share is~~be able to meet our obligations due to risks relating to our funding sources;

market and interest rate risks, including risks related to interest rate fluctuations and the ~~same as book value per share as of each~~monetary policies and regulations of the dates indicated. Tangible shareholders’ equity to tangible assets is defined as total shareholders’ equity less goodwill and other intangible assets, divided by total assets less goodwill and other intangible assets. The most directly comparable GAAP financial measure is total shareholders’ equity to total assets. We had no goodwill or other intangible assets asBoard of ~~any~~Governors of the ~~dates indicated. We have not considered~~Federal Reserve System, or the Federal Reserve;

third-party risk, including risks that we may be unable to maintain or increase loan ~~servicing rights as an intangible asset~~originations facilitated through our Strategic Programs;

reputational risks, including the risk that we may be subject to negative publicity about us or our industry, including the transparency, fairness, user experience, quality, and reliability of our lending products or distribution channels;

legislative, regulatory, legal, and reputational risks related to our Strategic Programs, including those relating to our small dollar lending program;

reversal of regulatory pronouncements that provided clarity for ~~purposes~~Strategic Programs on “true lender” rules;

legal, accounting and compliance risks, including risks related to the extensive state and federal regulation under which we operate and changes in such regulations;

changes in the regulatory oversight environment impacting our Strategic Programs or non-compliance of federal and state consumer protection laws by our Strategic Program service providers; and

offering and investment risks, including illiquidity and volatility in the trading of our common stock, limitations on our ability to pay dividends and the dilution that investors in this calculation. As a result, tangible shareholders’ equity to tangible assets is the same as total shareholders’ equity to total assets as of each of the dates indicated. Allowance for loan losses to total loans (less PPP loans) is defined as the allowance for loan losses divided by total loans minus PPP loans. The most directly comparable GAAP financial measure is allowance for loan losses to total loans.offering will experience.

~~(2)~~

We calculated our diluted earnings per share for each year shown as our net income divided by the weighted average number of shares of our common stock outstanding during the relevant period adjusted for the dilutive effect of outstanding options to purchase shares of our common stock. See Note 16 to our audited consolidated financial statements appearing elsewhere in this prospectus for more information regarding the dilutive effect. We calculated earnings per share on a basic and diluted basis using the following outstanding share amounts:

For the Three Months
Ended March 31,

For the Years Ended
December 31,
Share data

2021

2020

2020

2019

2018
Weighted average shares outstanding, basic

1,348,531

1,335,821

1,337,565

1,173,149

1,034,807
Weighted average shares outstanding, diluted

1,389,295

1,341,392

1,344,939

1,175,559

1,034,807
Shares outstanding at end of period

1,452,685

1,457,422

1,443,389

1,451,626

1,168,867

~~(3)~~

Book value per share equals our total shareholders’ equity as of the date presented divided by the number of shares of our common stock outstanding as of the date presented. The number of shares of our common stock outstanding as of March 31, 2021 and December 31, 2020, 2019 and 2018 has been presented in note (2) above.

~~(4)~~

We have calculated our return on average assets and return on average equity for a year by dividing our net income for that year by our average assets and average equity, as the case may be, for that year.

~~(5)~~

We calculate average yield on loans by dividing loan interest income by average loans. We calculate average cost of deposits by dividing deposit expense by average interest-earning deposits. We calculate our average loans and average interest-earning deposits for a year by dividing the sum of our total loans balance or interest-earning deposit balance, as the case may be, as of the close of business on each day in the relevant year and dividing by the number of days in the year. Net interest margin represents net interest income divided by average interest-earning assets. Loan fees are included in interest income on loans and represent approximately $1.3 million (including approximately $0.9 million in fees related to PPP loans) and $0.2 million for the quarters ended March 31, 2021 and 2020, and $1.4 million (including approximately $1.2 million in fees related to PPP loans), $0.9 million, and $0.6 million for the years ended December 31, 2020, December 31, 2019, and December 31, 2018, respectively.

~~(6)~~

We calculate the ratio of noninterest income to total revenue as noninterest income (excluding securities gains or losses) divided by the sum of net interest income plus noninterest income (excluding securities gains or losses).

~~(7)~~

We calculate our average assets and average equity for a year by dividing the sum of our total asset balance or total shareholder’s equity balance, as the case may be, as of the beginning of the relevant year and at the end of the relevant year, and dividing by two. We calculate our average assets and average equity for a quarter by dividing (a) the sum of our total asset balance or total shareholder’s equity balance, as the case may be, as of the close of business (i) at the beginning of the relevant quarter and (ii) at the ending of the relevant quarter, by (b) two.

~~(8)~~

Under the prompt corrective action rules, an institution is deemed “well capitalized” if its leverage ratio, Common Equity Tier 1 ratio, Tier 1 Capital ratio, and Total Capital ratio meet or exceed 5%, 6.5%, 8%, and 10%, respectively. On September 17, 2019, the federal banking agencies jointly finalized a rule intending to simplify the regulatory capital requirements described above for qualifying community banking organizations that opt into the Community Bank Leverage Ratio (“CBLR”) framework, as required by Section 201 of Economic Growth, the Regulatory Relief and Consumer Protection Act (the “Regulatory Relief Act”). The Bank has elected to opt into the Community Bank Leverage Ratio framework starting in 2020. Under these new capital requirements, as temporarily amended by the CARES Act, the Bank must maintain a leverage ratio greater than 8% for 2020. See these changes more fully discussed under “Supervision and Regulation—The Regulatory Relief Act.”

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~~GAAP RECONCILIATION AND MANAGEMENT EXPLANATION OF NON-GAAP FINANCIAL MEASURES~~THE OFFERING

~~Some~~Common stock offered by us

3,571,429 shares of our common stock, par value $0.001 per share (or 4,107,143 shares if the underwriters exercise their option in full to purchase 535,714 additional shares).

Common stock offered by the selling shareholder

558,030 shares of our common stock, par value $0.001 per share.

Underwriters’ option to purchase additional shares

We have granted the underwriters an option exercisable for 30 days after the date of this prospectus to purchase, from time to time, in whole or in part, up to an additional 535,714 shares from us at the public offering price less underwriting discounts and commissions.

Shares of common stock to be outstanding after this offering

12,287,539 shares of common stock (or 12,823,253 shares if the underwriters exercise in full their option to purchase additional shares of common stock).

Use of proceeds

Assuming an initial public offering price of $14.00 per share, which is the midpoint of the ~~financial measures included~~price range set forth on the cover page of this prospectus, we estimate that the net proceeds to us from the sale of our common stock in this offering, after deducting underwriting discounts and estimated offering expenses payable by us, will be $43.7 million (or $50.7 million if the underwriters exercise in full their option to purchase additional shares of common stock). We intend to use the net proceeds to us from this offering to fund organic growth, to continue the buildout of our ~~selected historical consolidated financial~~operating infrastructure, and for general corporate purposes, which could include future acquisitions, maintenance of our required regulatory capital levels and other ~~data and elsewhere in this prospectus are~~growth initiatives. We will not ~~measures~~receive any proceeds from the sale of financial performance recognized by GAAP. These non-GAAP financial measures are “tangible shareholders’ equity,” “tangible book value,” “efficiency ratio,” “tangible shareholders’ equity to tangible assets,” “allowance for loan losses to total loans (less PPP loans),” and “total nonperforming assets and troubled debt restructurings to total assets (less PPP loans).” Our management uses these non-GAAP financial measures in its analysisshares of our ~~performance.~~common stock by the selling shareholder. See “Use of Proceeds.”

~~“Tangible shareholders’ equity” is defined~~Dividend policy

Holders of our common stock are only entitled to receive dividends when, as ~~total shareholders’ equity less goodwill~~ and ~~other intangible assets. The most directly comparable GAAP financial measure is total shareholder’s equity. We had no goodwill or other intangible assets as~~if declared by our board of ~~any~~directors out of ~~the dates indicated.~~funds legally available for dividends. We have not ~~considered loan servicing rights as an intangible asset~~paid any cash dividends on our capital stock since inception, and we currently have no plans to pay dividends for ~~purposes of this calculation. As a result, tangible shareholders’~~the foreseeable future. Our ability to pay dividends to our shareholders in the future will depend on regulatory restrictions, our liquidity and capital requirements, our earnings and financial condition, the general economic climate, contractual restrictions, our ability to service any equity ~~is the same as total shareholders’ equity as of each of the dates indicated.~~

~~“Tangible book value per share” is defined as book value per share less goodwill~~or debt obligations senior to our common stock and other ~~intangible assets, divided~~factors deemed relevant by ~~the outstanding number~~our board of common shares at the end of each period. The most directly comparable GAAP financial measure is book value per share. We had no goodwill or other intangible assets as of any of the dates indicated. We have not considered loan servicing rights as an intangible asset for purposes of this calculation. As a result, tangible book value per share is the same as book value per share as of each of the dates indicated.

“Efficiency ratio” is defined as total noninterest expense divided by the sum of net interest income and noninterest income. We believe this measure is important as an indicator of productivity because it shows the amount of revenue generated for each dollar spent.

“Tangible shareholders’ equity to tangible assets” is defined as total shareholders’ equity less goodwill and other intangible assets, divided by total assets less goodwill and other intangible assets. The most directly comparable GAAP financial measure is total shareholders’ equity to total assets. We had no goodwill or other intangible assets as of any of the dates indicated. We have not considered loan servicing rights as an intangible asset for purposes of this calculation. As a result, tangible shareholders’ equity to tangible assets is the same as total shareholders’ equity to total assets as of each of the dates indicated.

“Allowance for loan losses to total loans (less PPP loans)” is defined as the allowance for loan losses divided by total loans minus PPP loans. The most directly comparable GAAP financial measure is allowance for loan losses to total loans. We believe this measure is important because the allowance for loan losses will not be utilized for PPP loans since they are 100% guaranteed by the SBA. We believe that the non-GAAP measure more accurately discloses the proportion of loans that might utilize the allowance for loan losses consistently with periods prior to the presence of PPP loans.

“Total nonperforming assets and troubled debt restructurings to total assets (less PPP loans)” is defined as the sum of nonperforming assets and troubled debt restructurings divided by total assets minus PPP loans. The most directly comparable GAAP financial measure is the sum of nonperforming assets and troubled debt restructurings to total assets. We believe this measure is important because we believe that PPP loans will not be included in nonperforming assets or troubled debt restructurings since PPP loans are 100% guaranteed by the SBA. We believe that the non-GAAP measure more accurately discloses the proportion of nonperforming assets and troubled debt restructurings to total assets consistently with periods prior to the presence of PPP loans.

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~~We believe these non-GAAP financial measures provide useful~~directors. For additional information, to management and investors that is supplementary to our financial condition, results of operations and cash flows computed in accordance with GAAP; however, we acknowledge that our non-GAAP financial measures have a number of limitations. As such, you should not view these measures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP financial measures that other companies use. The following table provides a reconciliation of these non-GAAP financial measures to the most closely related GAAP measure.see “Dividend Policy.”

Efficiency Ratio

	Three Months Ended March 31,		Year Ended December 31,			Three Months Ended June 30,
($ in thousands)	2021	2020	2020	2019	2018	2021	2020
Noninterest expense	$6,663	$5,288	$21,749	$15,685	$9,538	$7,064	$5,155
Net interest income	$8,434	$7,605	$27,750	$19,946	$7,227	$10,802	$5,101
Total noninterest income	$6,079	$3,911	14,373	13,863	8,656	$8,160	$3,261
Adjusted operating revenue	$14,513	$11,516	$42,123	$33,809	$15,883	$18,962	$8,362
Efficiency ratio	45.9%	45.9%	51.6%	46.4%	60.1%	37.3%	61.6%

Participation in Paycheck Protection Program

During the year ended December 31, 2020, the Company originated 700 PPP loans for a total principal amount of $126.6 million. As of June 30, 2021, PPP borrowers have applied for and received forgiveness from the SBA for $109.2 million of PPP loan principal and have made $0.2 million of principal payments. Our participation in the SBA’s PPP has generated new customers, some of whom we expect to retain for conventional and SBA lending products following the end of the SBA’s PPP.

Change in Authorized Shares of Capital Stock

At a meeting of our shareholders held on July 26, 2021, our shareholders voted to approve the Fourth Amended and Restated Articles of Incorporation, which, among other things, (i) increase the authorized shares of common stock from 20,000,000 (without regard for the six-for-one stock split of July 26, 2021) to 40,000,000 and (ii) decrease the authorized shares of preferred stock from 5,000,000 to 4,000,000. Our common shareholders approved such amendment at the meeting on July 26, 2021, and the amendment was thereafter filed with the Utah Department of Commerce.

Corporate Information

Our principal executive offices are located at 756 East Winchester Street, Suite 100, Murray, Utah 84107. Our telephone number is (801) 501-7200. Our website is www.finwisebancorp.com. The information on, or accessible through, our website or any other website cited in this prospectus is not part of, or incorporated by reference into, this prospectus and should not be relied upon in determining whether to make an investment decision.

Stock Split

On July 26, 2021, we effected a six-for-one stock split of our common stock, whereby each share of our common stock was automatically divided into six shares of common stock. As a result of the stock split, each shareholder held the same percentage of common stock outstanding after the stock split as that shareholder held immediately prior to the stock split. There was no change to the par value of our common stock as a result of the stock split. The effect of the stock split on outstanding shares and per share figures has been retroactively applied to all periods presented in this prospectus.

Summary Risk Factors

Our business and this offering are subject to a number of substantial risks and uncertainties of which you should be aware before making a decision to invest in our common stock. These risks are discussed more fully in the section entitled “Risk Factors” beginning on page 28. Some of these risks include the following: