Finwise Bancorp

There are a number of factors that may adversely affect our business, financial results or stock price. Refer to Part I, Item 1A. “Risk Factors” of the 2024 Form 10-K for a discussion of these risks. There have been no material changes to the risk factors disclosed in our 2024 Form 10-K, as filed with the SEC on March 25, 2024, except as noted below.

Our credit enhancement arrangements with certain of our Strategic Program service providers exposes us to counterparty risk which may result in increased credit or fraud risk or losses to us.

We have entered into agreements with certain of our Strategic Program service providers pursuant to which the service providers provide credit enhancement on loans which protects the Bank by indemnifying or reimbursing the Bank for incurred credit and fraud losses. Reimbursement or indemnification for incurred losses is provided for through a deposit reserve account that is replenished periodically by the respective service provider. In the event that cash flow from the loans covered by the agreement is insufficient to fund the deposit reserve account in an amount required to support the service provider’s indemnification or reimbursement obligations due to deterioration of the performance of such loans or otherwise, and the service provider is unable or unwilling to fund any shortfalls or otherwise breaches its obligations under the agreement, we will generally retain all income related to such loans (which may be reduced) and assume responsibility for primarily servicing the loans. Consequently, we would retain all the contractual interest but would be exposed to increased credit or fraud risk or losses on such loans as a result of this counterparty risk.

We implemented segment reporting into our financial results for the three months ended September 30, 2025 and this change to our financial reporting could be confusing to investors and may not have the desired effects.

Beginning with the quarter ended September 30, 2025, we implemented segment reporting following the completion of a technology initiative to capture segment-specific financial data and develop reports used by our CODM to review our financial performance and determine how to allocate resources. Our operations are now comprised of three reportable segments: traditional banking, banking as a service and treasury and administration.

We have provided disclosures about our new segment reporting structure elsewhere in this Report, but there is no guarantee that investors or the market will understand this change to our financial reporting. There is also no guarantee that this change to our financial reporting will have the desired effect. In addition, for periods prior to July 1, 2025, our operations were managed and reported as a single segment, and historical financial data by segment was not maintained. Accordingly, it is not practicable to present segment information for prior periods. Failure of investors or analysts to understand our revised segment reporting structure may negatively affect their ability to understand our financial performance and operating results which could adversely affect our stock price.