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Finwise Bancorp

For the period ended Sep 30, 2026. Filed Nov 10, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 10, 2026

FINW$14.71+2.0%Stored close · as of Nov 10, 2026

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Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements (Unaudited)

Note 1 –Business, Basis of Presentation, and Summary of Significant Accounting Policies

Nature of Business and Organization –FinWise Bancorp is a Utah bank holding company headquartered in Murray, Utah and operates all business activities through its wholly-owned subsidiaries, FinWise Bank (“Bank”) and FinWise Investment, LLC. The Bank provides a full range of banking services to individual and commercial customers and provides banking and payments solutions to fintech brands. As a technology-focused bank, the Bank also has established Strategic Programs with various third-party platforms that use technology to streamline the origination of consumer and business loans and process payments. FinWise Investment, LLC’s purpose is to hold and manage private investments made by the Company and the Bank.

References to “FinWise Bancorp,” “Bancorp” or the “holding company,” refer to FinWise Bancorp on a standalone basis. References to the “Company” refer to FinWise Bancorp, FinWise Bank, and FinWise Investment, LLC collectively and on a consolidated basis.

Basis of Presentation – The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the statements do not include all of the information and footnotes required by GAAP for complete financial statements. All significant inter-company transactions have been eliminated in consolidation. In the opinion of management, all the adjustments (consisting of normal and recurring adjustments) necessary for the fair statement of the consolidated financial condition and the consolidated results of operations for the periods presented have been included. The results of operations and other data presented for the three and nine months ended September 30, 2026 are not necessarily indicative of the results of operations that may be expected for subsequent periods or the full year results. The consolidated balance sheet data as of December 31, 2025 was derived from audited financial statements; however, the accompanying notes to the unaudited consolidated financial statements do not include all of the annual disclosures required by GAAP and should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Reclassifications – Certain reclassifications have been made to the consolidated financial statements to align them with the current period’s presentation. These adjustments did not have a material impact on the previously reported consolidated financial statements. The Company reclassified specific assets and liabilities from individual line items on the balance sheet to “other assets” or “other liabilities.” The Company also reclassified certain assets and liabilities related to discontinued operations (See Note 3 - Discontinued Operations). Management evaluated these changes and concluded that the amounts involved were not significant enough to warrant separate disclosure.

Additionally, the Company revised the presentation of deferred loan origination fees and costs throughout all loan-related disclosures. These amounts, which were previously presented as a separate line item within loan tables, have been reclassified into the amortized cost basis of the related loan categories to conform with the requirements of ASC 310-20. This revision affected the presentation of loan balances throughout all related disclosures in these financial statements. As a result, certain loan balances presented herein will differ from amounts previously reported in the Company's previously filed Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. This reclassification had no effect on total loans held-for-investment, net, the allowance for credit losses, or any amounts reported on the consolidated balance sheets or statements of income.

Corresponding amounts from prior periods have been reclassified throughout to conform to the current period's presentation.

Use of Estimates – In preparing the interim consolidated financial statements in accordance with GAAP, management is required to make estimates and assumptions that affect the reported amounts of certain assets and liabilities as of the date of the consolidated balance sheets and certain revenues and expenses for the period. Actual results could differ, either positively or negatively, from those estimates.

Stock Repurchase Program – On May 21, 2026, the Company announced that its Board of Directors (the “Board”) had authorized a common stock repurchase program, effective as of May 19, 2026, to purchase up to 685,000 shares of the Company’s common stock in the aggregate. The repurchase program authorizes the repurchase by the Company of its common stock in open market transactions, including pursuant to a trading plan in accordance with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or privately negotiated transactions. Repurchases may also be made pursuant to a Rule 10b5-1 trading plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions. Other than as predetermined by a Rule 10b5-1 Trading Plan, the Share Repurchase Committee, designated by the Board of Directors, has sole discretion in determining the timing, number, and value of any shares repurchased, taking into account factors such as the market price and trading volume of the Company's common stock, general market and economic conditions, the Company's capital needs, and applicable legal and regulatory requirements. Other than as predetermined or restricted by a Rule 10b5-1 Trading Plan, as applicable, the repurchase program does not obligate the Company to purchase any particular number of shares and may be limited or terminated at any time at the Company’s discretion without notice. Since commencement of the repurchase program, the Company had repurchased a total of 188,835 shares for $2.6 million at an average price of $13.96 per share as of September 30, 2026 and retired them at cost.

Segment Reporting – The Company established three reportable segments: traditional banking, banking as a service (“BaaS”) and treasury and administration. Segment reporting was implemented effective July 1, 2025, following the completion of a technology initiative to capture segment-specific financial data. For periods prior to July 1, 2025, the Company operated underone operating segment, consistent with the information that was presented to the Company’s chief operating decision maker (“CODM”). See Note 16, Segments for more information.

Discontinued Operations and Assets and Liabilities of Discontinued Operations – The Company classifies a component of its business as a discontinued operation when its disposal, or anticipated disposal, represents a strategic shift that has, or will have, a major effect on the Company's operations and financial results and all of the following conditions exist: management commits to a plan to sell the business; the business is available for immediate sale in its present condition; an active program to complete the plan to sell has been initiated; the sale is probable within one year; and the business is being actively marketed at a price reasonable in relation to its fair value. A component of an acquisition that meets these criteria at the acquisition date is classified as a discontinued operation at acquisition, with the associated assets and liabilities presented separately in the consolidated balance sheets from the date of acquisition. Assets and liabilities reported as discontinued operations are measured at fair value less costs to sell as of the acquisition date in accordance with ASC 805, Business Combinations.

Assets and liabilities of discontinued operations are measured for impairment upon initial classification and at each subsequent reporting date. An impairment loss is recorded for long-lived assets when the carrying amount exceeds fair value less costs to sell. Other assets and liabilities are generally measured for impairment by comparing their carrying values to their respective fair values. Long-lived assets within a discontinued operation are not depreciated or amortized from the date of classification. The results of discontinued operations, including any gain or loss on disposal, are presented separately in the Consolidated Statements of Income, net of applicable income taxes, for all periods presented. Interest expense directly attributable to the assets of a discontinued operation may be allocated to discontinued operations; deposit liabilities or other funding sources that are not part of the planned disposal are not classified within liabilities of discontinued operations and remain in continuing operations.

Intangible Assets

Acquired Intangible Assets – Intangible assets acquired in a business combination are recorded at fair value as of the acquisition date in accordance with ASC 805, Business Combinations. Finite-lived acquired intangible assets are amortized on a straight-line basis over their estimated useful lives, unless another method better reflects the pattern in which the economic benefits of the asset are consumed. Estimated useful lives are determined based on factors including contractual or legal terms, the expected period of economic benefit, competitive and economic factors, and the Company's expected use of the asset. The Company reassesses the estimated useful life of each finite-lived intangible asset each reporting period. Acquired intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted future cash flows expected from the use and eventual disposition of the asset, and is measured as the amount by which the carrying value exceeds the asset's fair value. See Note 2 – Acquisition for a description of the credit card servicing platform acquired from Tallied Technologies, Inc. (“Tallied”), which is accounted for as an acquired intangible asset under ASC 805.

Internally Developed Software – Software developed for internal use is accounted for pursuant to ASC 350-40, Intangibles, Goodwill and Other — Internal-Use Software, as amended by ASU 2025-06, which the Company early adopted effective January 1, 2026 using the prospective transition approach. See Recently Adopted Accounting Pronouncements below. Qualifying costs incurred to develop internal-use software are capitalized when (i) management authorizes and commits to funding the project, and (ii) it is probable that the project will be completed and the software will be used to perform the function as intended. Capitalized costs include compensation for employees who develop internal-use software and external costs related to development and implementation. Capitalization ceases once the project is substantially complete and the software is ready for its intended use. Capitalized costs for projects that are not yet ready for their intended use are reported as software in development and are not amortized. Amortization begins when the software is ready for its intended use and is amortized on a straight-line basis over estimated useful lives ofthree toten years once ready for its intended use, based on the nature and expected period of benefit of each project. Software in development is evaluated for impairment when events or changes in circumstances indicate that its carrying amount may not be recoverable, including when it is no longer probable that the project will be completed and the software used as intended, in which case the capitalized costs are written down to the lower of carrying amount or fair value, if any, less cost to sell. There is a rebuttable presumption that software no longer probable of completion has a fair value of zero. All other expenditures, including those incurred to maintain an intangible asset's current level of performance, are expensed as incurred.

Out-of-Period Adjustment – During the three months ended September 30, 2026, the Company identified charge-offs of credit-enhanced Strategic Program loans through one Strategic Program Partner that should have been recognized in the three months ended June 30, 2026. The Company corrected the error in the three months ended September 30, 2026, which increased both the provision for credit losses and credit enhancement income by $1.2 million. The correction had no effect on income before income taxes, net income or earnings per share for any period, and had no effect on the nine months ended September 30, 2026. The Company evaluated the error considering both quantitative and qualitative factors and concluded that it was not material to the previously issued financial statements for the three and six months ended June 30, 2026 and its correction is not material to the financial statements for the three or nine months ended September 30, 2026.

Recently Adopted Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board (“FASB”) issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, that amends the accounting guidance on the timing of capitalization of internally-developed software costs. The update removes references to software development stages, and provides guidance on how to determine when it is probable that a project will be completed and the software will be used to perform the function as intended. The accounting standard update must be applied using one of the following transition methods: (i) a prospective transition method, (ii) a modified transition approach based on the status of the project and whether software costs were capitalized before the date of adoption, or (iii) a retrospective transition approach.

The accounting standard update is effective beginning after December 15, 2027, with early adoption permitted as of the beginning of an annual reporting period. The Company early adopted the accounting standard update effective January 1, 2026, using the prospective transition approach. Under this approach, the amendments are applied to new software costs on a prospective basis. The Company did not have any material capitalized software costs for in-process projects on the date of adoption. The Company commenced capitalization of internal-use software costs related to projects acquired in connection with the acquisition of Tallied in July 2026 (see Note 2 - Acquisition). The adoption of the accounting standard did not have a material impact on the Company’s consolidated financial statements.

Note 2 –Acquisition

On July 20, 2026, the Company completed the acquisition of certain assets and the assumption of certain liabilities of Tallied Technologies, Inc., a provider of credit card issuance and processing technology whose platform has supported the Bank’s affinity credit card program, pursuant to an asset purchase agreement (the “Agreement”). The assets acquired and liabilities assumed primarily consisted of Tallied’s card issuing and program management technology platform and development team, together with the program sponsor relationship, program records and cardholder rewards liability associated with the Bank’s affinity credit card program. The Company acquired the platform and development team to support credit card programs for its fintech partners as part of its banking-as-a-service strategy.

Although structured as an asset purchase, the transaction was accounted for as a business combination in accordance with ASC 805, Business Combinations. Under the acquisition method, the purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with deferred income taxes measured in accordance with ASC 740, Income Taxes. Total consideration for the acquisition was $6.2 million, consisting of $0.3 million of cash paid at closing and $5.9 million representing the fair value of pre-existing receivables owed by Tallied to the Bank, which were effectively settled upon completion of the acquisition. The pre-existing receivables owed by Tallied to the Bank were contributed as non-cash consideration at their fair value upon closing, resulting in no gain or loss on settlement. In addition to the cash consideration and offsetting receivables and liabilities, the Company assumed $11.2 million of Tallied liabilities.

The assets acquired and the liabilities assumed were specifically identified in the Agreement. The assets acquired comprised substantially all of the assets of Tallied. The liabilities assumed were specifically identified in the exhibits to the Agreement. The Company also hired Tallied’s remaining employees. As part of the purchase price allocation process, the Company reconciled identifiable acquired assets and assumed liabilities to the executed transaction documents and Tallied’s closing balance sheet to confirm the completeness of the acquisition accounting.

The bargain purchase gain resulted from two circumstances. First, Tallied had invested significant time and resources developing a credit card servicing platform that required additional development before it could operate as intended. With limited remaining liquidity and no additional funding available, Tallied pursued an expedited sale.

Second, the Company, as the sponsor bank of the credit card program serviced on the Tallied platform, had firsthand familiarity with the platform and the technical expertise to assess the work required to complete it. The combination of Tallied’s limited liquidity and the Company’s ability to complete its evaluation enabled the Company to acquire Tallied’s assets and liabilities at a price below their estimated fair value, resulting in the recognition of a bargain purchase gain.

Concurrent with the acquisition, the FinWise Board of Directors approved a plan to exit the credit card portfolio business. The program sponsor relationship, program records and cardholder rewards liability acquired from Tallied are included in the associated disposal group, which is presented as discontinued operations, and were therefore measured as of the acquisition date at fair value less cost to sell. See Note 3 – Discontinued Operations.

The amounts recognized for the consideration transferred and for the assets acquired and liabilities assumed are preliminary and subject to change, pending finalization of the third-party valuation of acquired intangibles, the final closing statement with Tallied, including the amounts owed by Tallied to the Bank that were settled in the acquisition, and the related deferred income taxes. The Company expects to finalize these amounts within one year from the acquisition date, with any measurement-period adjustment recognized in the period determined as a corresponding adjustment to the bargain purchase gain.

The fair value of the net identifiable acquired assets and assumed liabilities exceeded the consideration paid, resulting in a preliminary bargain purchase gain of $6.5 million recorded in non-interest income. The Company reviewed its acquisition accounting methods, confirmed all assets and liabilities were properly identified, and ensured measurements reflected all consideration as of the closing date. The bargain purchase gain is not expected to be included as taxable income for tax purposes. The gain was measured after recognition of the deferred tax liability established in acquisition accounting; accordingly, no income tax expense was recognized on the gain. In connection with the acquisition, the Company incurred approximately $0.3 million of transaction costs, which were recorded in professional services during the three and nine months ended September 30, 2026.

The following table summarizes the allocation of the purchase price to the preliminary fair value of the assets acquired and liabilities assumed for the acquisition of Tallied (in thousands):

Purchase price:
Cash paid at closing of the transaction$300
Forgiveness of receivable5,867
Total consideration$6,167
Fair value of assets acquired:
Cash, cash equivalents and restricted cash34
Credit card servicing platform22,600
Receivables and other assets1,181
Total assets acquired23,815
Fair value of liabilities assumed:
Rewards liability8,324
Accounts payable and accrued expenses813
Deferred tax liability2,055
Total liabilities assumed11,192
Fair value of net identifiable assets acquired12,623
Bargain purchase gain$6,456

The results of operations of the Tallied credit card business since the acquisition date are reported as discontinued operations. See Note 3 - Discontinued Operations for further information.

The Company has determined that it is not practicable to provide supplemental pro forma financial information for the three and nine months ended September 30, 2026 and 2025. Tallied maintained its financial records on a cash basis of accounting prior to the acquisition. Relevant accounting records do not exist for the comparative 2025 periods and the 2026 records do not contain sufficient information to enable a reliable conversion to U.S. GAAP on an accrual basis. As a result, pro forma financial information for the periods prior to the acquisition date cannot be prepared without making assumptions that would not be supportable or verifiable.

Note 3 –Discontinued Operations

Concurrent with the acquisition, the Company determined that it would not strategically invest in or hold credit card receivable assets, and decided to divest the existing credit card loan portfolio, along with the receivables and other assets acquired in the Tallied transaction, exclusive of the acquired technology and servicing platform. Following this determination, management committed to a plan to sell the business in its present condition and initiated an active program to complete the sale at a reasonable price relative to the fair value of the associated assets and liabilities within one year. Based on these circumstances, the Company has determined to report the assets, liabilities, revenues, and expenses of the business as discontinued operations. All revenue-producing activities associated with the existing credit card portfolio will be transferred to the purchaser, while the retained servicing platform will continue development and be offered as a service at a future date. The credit card activities were previously reflected within the BaaS segment.

The assets and liabilities of discontinued operations were recorded at their estimated fair values as of the acquisition date of July 20, 2026, and no subsequent write-down to fair value less costs to sell was required as of September 30, 2026. The assets and liabilities of discontinued operations are presented separately in the consolidated balance sheets at September 30, 2026 and December 31, 2025, and consist of the following (in thousands):

September 30, 2026December 31, 2025
Loans, net$40,267$44,229
Prepaid expenses and other assets9914,666
Intangible assets1,000—
Assets of discontinued operations$42,258$48,895
Accounts payable$140$587
Rewards liability8,156—
Liabilities of discontinued operations$8,297$587

In connection with the Tallied acquisition, the Company assumed a rewards liability with a fair value estimated at$8.3 million. The rewards liability represents the fair value of obligations to honor rewards earned by cardholders prior to the acquisition date. Subsequent to the acquisition, the credit card portfolio has been classified as discontinued operations and its results, including ongoing rewards activity, are reported as discontinued operations. Accordingly, all post-acquisition rewards expense and changes in the rewards liability are included within discontinued operations in the consolidated financial statements.

The income (loss) from discontinued operations, net of tax presented in the consolidated statements of income for the three and nine months ended September 30, 2026 consists of the following:

($ in thousands)Three Months EndedSeptember 30, 2026Nine Months EndedSeptember 30, 2026
Interest and fees on loans$991$3,018
Credit enhancement income5761,876
Interchange revenue3681,750
Other miscellaneous income66188
Total revenue2,0016,832
Interest on deposits4271,411
Provision for credit losses1,5462,845
Salaries and employee benefits292292
Credit enhancement servicing expenses25275
Credit enhancement guarantee expenses96971
Other expenses152154
Total expenses2,5385,948
Income (loss) from discontinued operations before income tax(537)884
Income tax expense (benefit)(161)265
Income (loss) from discontinued operations, net of tax$(376)$619

Interest on deposits reflects an allocation of funding costs attributable to the credit card loan portfolio based on average outstanding credit card loan balances at an assumed cost of funds rate of 4.0% for the applicable period. The deposit liabilities used to fund the credit card loan portfolio are not part of the planned disposal and remain in continuing operations; accordingly, no deposit liabilities are presented within liabilities of discontinued operations.

As of September 30, 2026, no gain or loss on the disposal of the discontinued credit card business has been recognized, as the divestiture of the credit card loan portfolio and related assets and liabilities had not been completed as of the balance sheet date. The Company is targeting completion of the sale of its credit card business, including certain credit card assets acquired in the Tallied transaction, by the second quarter of 2027.

Note 4 –Investments

Investment Securities Available-for-Sale, at Fair Value

The Company’s available-for-sale (“AFS”) investment portfolio consists of U.S. Treasury securities. The Company reports debt securities AFS on the Company’s consolidated balance sheets at fair value. The amortized cost, gross unrealized gains and losses, and estimated fair value of investment securities AFS as of September 30, 2026 and December 31, 2025, are summarized as follows:

September 30, 2026
($ in thousands)AmortizedCostUnrealizedGainUnrealizedLossEstimatedFair Value
U.S. Treasury securities$25,016$5$(23)$24,998
December 31, 2025
($ in thousands)AmortizedCostUnrealizedGainUnrealizedLossEstimatedFair Value
U.S. Treasury securities$27,531$224$—$27,755

The following table presents the amortized cost and estimated fair value of investment securities AFS at September 30, 2026, by contractual maturity:

($ in thousands)AmortizedCostEstimatedFair Value
Due in one year or less$25,016$24,998
Total securities AFS$25,016$24,998

At September 30, 2026, debt securities AFS with a fair value of$25.0 million were pledged as collateral for a credit line held by the Bank. Accrued interest receivable on debt securities AFS totaled$0.2 million and$0.5 million at September 30, 2026 and December 31, 2025, respectively, and was included in other assets on the consolidated balance sheets.

Investment Securities Held-to-Maturity, at Cost

The Company's held-to-maturity (“HTM”) investment portfolio consists of agency mortgage-backed securities and agency collateralized mortgage obligations. The Company reports debt securities HTM on the Company's consolidated balance sheets at carrying value which is amortized cost. The amortized cost, unrealized gains and losses, and estimated fair values of the Company’s debt securities HTM at September 30, 2026 and December 31, 2025, are summarized as follows:

September 30, 2026
($ in thousands)AmortizedCostAllowance for Credit LossesUnrealizedGainUnrealizedLossEstimatedFair Value
Mortgage-backed securities$4,264$—$—$(522)$3,742
Collateralized mortgage obligations4,150——(612)3,538
Total securities held-to-maturity$8,414$—$—$(1,134)$7,280
December 31, 2025
($ in thousands)AmortizedCostAllowance for Credit LossesUnrealizedGainUnrealizedLossEstimatedFair Value
Mortgage-backed securities$4,961$—$1$(456)$4,506
Collateralized mortgage obligations4,966—5(495)4,476
Total securities held-to-maturity$9,927$—$6$(951)$8,982

The amortized cost and estimated market value of debt securities HTM at September 30, 2026, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

($ in thousands)AmortizedCostEstimatedFair Value
Due after one year through five years$834$803
Due after five years through ten years2,0901,859
Due after ten years5,4904,618
Total securities held-to-maturity$8,414$7,280

At September 30, 2026, HTM debt securities with a book value of$8.4 million were pledged as collateral for a credit line held by the Bank.

Credit Quality Indicators & Allowance for Credit Losses - HTM and AFS

For debt securities HTM and AFS, the Company evaluates the credit risk of its securities on at least a quarterly basis. The Company estimates expected credit losses on debt securities HTM and AFS on a collective basis by major security type. Accrued interest receivable on debt securities HTM and AFS is excluded from the estimate of credit losses. At September 30, 2026 and December 31, 2025, there wasno ACL related to debt securities HTM or AFS as the portfolio consists of U.S. government-issued or guaranteed agency securities considered to have minimal credit risk.

The Company hadtwenty securities, consisting ofnine collateralized mortgage obligations, ten mortgage-backed securities andone U.S. Treasury security, in an unrealized loss position at September 30, 2026 andseventeen securities, consisting of eight collateralized mortgage obligations andnine mortgage-backed securities in an unrealized loss position at December 31, 2025. The following tables present the estimated fair value and gross unrealized losses of debt securities HTM and AFS, aggregated by category and length of time in a continuous unrealized loss position at September 30, 2026 and December 31, 2025:

September 30, 2026
Less than 12 months12 Months or MoreTotal
($ in thousands)Fair ValueUnrealizedLossesFair ValueUnrealizedLossesFair ValueUnrealizedLosses
Available-for-sale:
U.S. Treasury securities$9,995$(23)$—$—$9,995$(23)
Total$9,995$(23)$—$—$9,995$(23)
Held-to-maturity:
Mortgage-backed securities$228$(3)$3,514$(519)$3,742$(522)
Collateralized mortgage obligations1,118(160)2,406(452)3,524(612)
Total$1,346$(163)$5,920$(971)$7,266$(1,134)
December 31, 2025
Less than 12 months12 Months or MoreTotal
($ in thousands)Fair ValueUnrealizedLossesFair ValueUnrealizedLossesFair ValueUnrealizedLosses
Held-to-maturity:
Mortgage-backed securities$—$—$4,164$(456)$4,164$(456)
Collateralized mortgage obligations39—3,372(495)3,411(495)
Total$39$—$7,536$(951)$7,575$(951)

There wereno sales or transfers of investment securities andno realized gains or losses on these securities during the nine months ended September 30, 2026 or 2025.

FHLB Stock

The Bank is a member of the Federal Home Loan Bank (“FHLB”) system. As a member, the Bank is required to maintain a minimum level of investment in FHLB stock based on a percentage of the Bank’s previous year-end assets and the Bank’s FHLB advances outstanding. At September 30, 2026 and December 31, 2025, the Bank owned $0.6 million and $0.4 million, respectively, of FHLB stock, which is carried at cost. The Company evaluated the carrying value of its FHLB stock investment at September 30, 2026 and determined that it was not impaired. This evaluation considered the long-term nature of the investment, the current financial and liquidity position of the FHLB, repurchase activity of excess stock by the FHLB at its carrying value, the return on the investment from recurring and special dividends, and the Company’s intent and ability to hold this investment for a period of time sufficient to recover its recorded investment.

Note 5 –Loans

Loans held-for-investment, net – The Company’s loans held-for-investment outstanding by general ledger classification as of September 30, 2026 and December 31, 2025, consisted of the following:

September 30,December 31,
($ in thousands)20262025
SBA(1)$135,780$205,308
Commercial leases79,10268,848
Commercial, non-real estate3,1574,266
Residential real estate79,93460,531
Strategic Program loans:
Strategic Program loans - with credit enhancement146,24159,877
Strategic Program loans - without credit enhancement36,90221,905
Commercial real estate:
Owner occupied87,46585,326
Non-owner occupied2,2471,665
Consumer14,32122,166
Total loans held-for-investment$585,149$529,892
Allowance for credit losses(79,821)(32,772)
Total loans held-for-investment, net$505,328$497,120
(1) Included in the SBA loans held-for-investment above are $44.0 million and $102.5 million of loans guaranteed by the SBA as of September 30, 2026 and December 31, 2025, respectively.

The Bank sells participation interests in some loans it originates and may acquire a participation interest in loans originated by others. All reported amounts reflect only the Bank’s ownership interest in the loans.

Strategic Program Loans– The Company originates loans with various third-party loan origination platforms that use technology and other innovative systems to streamline the origination of unsecured and secured consumer and business loans to a wide array of borrowers within certain approved credit profiles. Loans issued by the Company through these programs follow and are limited to specific predetermined underwriting criteria. The Company earns monthly minimum program fees from these third parties. Based on the volume of loans originated by the Company related to each Strategic Program, an additional fee equal to a percentage of the loans generated under the Strategic Program may be collected. The program fee is included within non-interest income on the consolidated statements of income.

The Company generally retains the loans and/or receivables for a number of business days after origination before selling the loans and/or receivables to the Strategic Program provider or another investor. Interest income is earned by the Company while holding the loans. These loans are classified as held-for-sale on the balance sheet and measured at the lower of cost or market.

The Company may choose to retain all or part of the originated loans or receivables, rather than selling them in their entirety. The portion that remains with the Company is classified as held-for-investment on the balance sheet.

The Company is generally the servicer of the loans it originates through Strategic Programs. The Company earns a servicing fee equal to a percentage of the outstanding balance of the loans generated under Strategic Programs for servicing such loans. In turn, the Strategic Program service providers, subject to the Company’s approval and oversight, typically serve as sub-servicer and perform primary servicing duties including loan collections, modifications, charging-off, reporting and monitoring, for which the Company incurs a cost.

Each Strategic Program provider establishes a “reserve” deposit account with the Company to reasonably ensure the strategic programs will have sufficient funds available to purchase the loans. The agreements generally require that the reserve account deposit balance does not fall below an agreed upon dollar or percentage threshold related to the total loans currently outstanding as held-for-saleby the Company for the specific Strategic Program. If necessary, the Company has the right to withdraw amounts from the reserve account to fulfill loan purchaser obligations created under the program agreements. Total cash held in reserve at the Company by Strategic Program providers for loans without credit enhancement at September 30, 2026 and December 31, 2025, was $43.5 million and $53.4 million, respectively.

Strategic Program providers that participate in the Company’s credit enhanced balance sheet program guarantee the credit and fraud losses by maintaining a reserve deposit account with the Bank. This reserve deposit account is intended to protect the Bank by ensuring that sufficient funds are available to cover any credit and fraud losses, and the Strategic Program provider must periodically replenish the account as needed to meet the required balance. Collateral reserve balances associated with the Company’s credit enhanced balance sheet program totaled $7.4 million and $5.4 million at September 30, 2026 and December 31, 2025, respectively.

Strategic Program loans retained and held-for-sale as of September 30, 2026 and December 31, 2025, are summarized as follows:

($ in thousands)September 30, 2026December 31, 2025
Strategic Program loans retained:
Strategic Program loans - with credit enhancement$146,241$59,877
Strategic Program loans - without credit enhancement36,90221,905
Strategic Program loans held-for-sale134,661146,473
Total Strategic Program loans$317,804$228,255

Allowance for Credit Losses: In determining an appropriate amount for the allowance, the Bank segmented and aggregated the loan portfolio based on the FDIC Consolidated Reports of Condition and Income (“Call Report”) codes. These classifications, which in general are based upon the nature of the collateral and type of borrower, are different than the classifications adopted for other financial reporting purposes, which are based upon the proposed use of the loan proceeds. The following pool segments were identified as of September 30, 2026 and December 31, 2025 for the purpose of estimating the ACL:

($ in thousands)September 30, 2026December 31, 2025
Construction and land development$62,024$49,391
Residential real estate43,88756,810
Residential real estate multifamily3,6383,196
Commercial real estate:
Owner occupied174,563211,933
Non-owner occupied8,0829,644
Commercial and industrial16,73526,422
Consumer14,32022,166
Lease financing receivables78,75768,548
Retained Strategic Program loans:
Strategic Program loans - with credit enhancement146,24159,877
Strategic Program loans - without credit enhancement36,90221,905
Total loans held-for-investment$585,149$529,892

Activity in the ACL by common characteristic loan pools was as follows for the periods indicated:

Three Months Ended September 30, 2026
($ in thousands)Beginning BalanceProvision for (Reversal of) Credit LossesCharge-OffsRecoveriesEnding Balance
Construction and land development$1,231$42$—$—$1,273
Residential real estate870(108)(98)279943
Residential real estate multifamily701——71
Commercial real estate:
Owner occupied4,153(91)(826)4233,659
Non-owner occupied88(15)—1487
Commercial and industrial1,09190(165)41,020
Consumer467(1)(13)5458
Lease financing receivables2,016(44)(48)31,927
Retained Strategic Program loans:
Strategic Program loans - with credit enhancement28,64245,392(8,216)16165,979
Strategic Program loans - without credit enhancement5,2231,324(2,528)3854,404
Total allowance for credit losses on financing receivables$43,851$46,590$(11,894)$1,274$79,821
Unfunded lending commitments697157——854
Total allowance for credit losses$44,548$46,747$(11,894)$1,274$80,675
Nine Months Ended September 30, 2026
($ in thousands)Beginning BalanceProvision for (Reversal of) Credit LossesCharge-OffsRecoveriesEnding Balance
Construction and land development$970$303$—$—$1,273
Residential real estate777378(495)283943
Residential real estate multifamily629——71
Commercial real estate:
Owner occupied3,2673,318(3,682)7563,659
Non-owner occupied104426(457)1487
Commercial and industrial7731,580(1,375)421,020
Consumer67967(302)14458
Lease financing receivables1,838489(466)661,927
Retained Strategic Program loans:
Strategic Program loans - with credit enhancement18,37266,635(19,303)27565,979
Strategic Program loans - without credit enhancement5,9305,204(7,927)1,1974,404
Total allowance for credit losses$32,772$78,409$(34,007)$2,647$79,821
Unfunded lending commitments558296——854
Total allowance for credit losses$33,330$78,705$(34,007)$2,647$80,675
Three Months Ended September 30, 2025
($ in thousands)Beginning BalanceProvision for (Reversal of) Credit LossesCharge-OffsRecoveriesEnding Balance
Construction and land development$981$86$—$—$1,067
Residential real estate635117(33)3722
Residential real estate multifamily4016——56
Commercial real estate:
Owner occupied2,947511(258)903,290
Non-owner occupied104(18)——86
Commercial and industrial449434(409)1475
Consumer718182(119)3784
Lease financing receivables1,68518(52)521,703
Retained Strategic Program loans:
Strategic Program loans - with credit enhancement2,4698,850(105)—11,214
Strategic Program loans - without credit enhancement6,2192,462(2,641)3416,381
Total allowance for credit losses on financing receivables$16,247$12,658$(3,617)$490$25,778
Unfunded lending commitments423141——564
Total allowance for credit losses$16,670$12,799$(3,617)$490$26,342
Nine Months Ended September 30, 2025
($ in thousands)Beginning BalanceProvision for (Reversal of) Credit LossesCharge-OffsRecoveriesEnding Balance
Construction and land development$374$693$—$—$1,067
Residential real estate788175(250)9722
Residential real estate multifamily3818——56
Commercial real estate:
Owner occupied2,834959(628)1253,290
Non-owner occupied113(27)——86
Commercial and industrial700252(492)15475
Consumer638480(347)13784
Lease financing receivables1,387511(221)261,703
Retained Strategic Program loans:
Strategic Program loans - with credit enhancement10911,210(105)—11,214
Strategic Program loans - without credit enhancement6,1956,490(7,304)1,0006,381
Total allowance for credit losses$13,176$20,761$(9,347)$1,188$25,778
Unfunded lending commitments464100——564
Total allowance for credit losses$13,640$20,861$(9,347)$1,188$26,342

Nonaccrual and past due loans are summarized below as of September 30, 2026 and December 31, 2025:

Loans Past Due and Still Accruing
($ in thousands)30-89DaysPastDue90 Days and GreaterTotalNonaccrual Loans with no ACL(1)Nonaccrual Loans with ACLCurrent LoansTotal Loans
Construction and land development$636$—$636$837$—$60,551$62,024
Residential real estate363—3639,88910733,52843,887
Residential real estate multifamily—————3,6383,638
Commercial real estate:
Owner occupied———18,4282,009154,126174,563
Non-owner occupied———2,011—6,0718,082
Commercial and industrial26—261,1925515,46216,735
Consumer140—140—214,17814,320
Commercial leases338—33823228377,90478,757
Retained Strategic Program loans17,6611,45619,117——164,026183,143
Total loans held-for-investment$19,164$1,456$20,620$32,589$2,456$529,484$585,149
(1) Included in the nonaccrual loan balances are $17.3 million of SBA 7(a) loan balances guaranteed by the SBA.
Loans Past Due and Still Accruing
($ in thousands)30-89DaysPastDue90 Days and GreaterTotalNonaccrual Loans with no ACL(1)Nonaccrual Loans with ACLCurrent LoansTotal Loans
Construction and land development$—$—$—$2,303$—$47,088$49,391
Residential real estate———7,5683,74245,50056,810
Residential real estate multifamily—————3,1963,196
Commercial real estate:
Owner occupied———23,511413188,009211,933
Non-owner occupied———2,781—6,8639,644
Commercial and industrial———2,265—24,15726,422
Consumer31220332—5321,78122,166
Commercial leases14—1418156767,78668,548
Retained Strategic Program loans4,8791094,988——76,79481,782
Total loans held-for-investment$5,205$129$5,334$38,609$4,775$481,174$529,892
(1) Included in the nonaccrual loan balances are $24.1 million of SBA 7(a) loan balances guaranteed by the SBA.

There wasno interest income recognized for the three months ended September 30, 2026 and 2025 while loans were classified as nonaccrual. The amount of accrued interest that was reversed against interest income on nonaccrual loans was approximately $23.7 thousand and $0.2 million for the three months ended September 30, 2026 and 2025, respectively, and $0.2 million and $0.8 million for the nine months ended September 30, 2026 and 2025, respectively.

The allowance for credit losses represents management’s estimate of lifetime credit losses inherent in loans as of the balance sheet date. The allowance for credit losses is estimated by management using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The Bank measures expected credit losses for loans on a pooled basis when similar risk characteristics exist. Generally, collectively assessed loans are grouped by Call Report code and then risk grade grouping.

In addition to past due and nonaccrual status criteria, the Company also evaluates loans using a loan grading system. Internal loan grades are based on current financial information, historical payment experience, and credit documentation, among other factors. Performance-based grades are summarized below:

Pass– A Pass asset is higher quality and does not fit any of the other categories described below. The likelihood of loss is believed to be remote.

Watch– A Watch asset may be a larger loan or one that places a heavier reliance on collateral due to the relative financial strength of the borrower. The assets may be maintenance intensive requiring closer monitoring. The obligor is believed to have an adequate primary source of repayment.

Special Mention– A Special Mention asset has potential weaknesses that may be temporary or, if left uncorrected, may result in a loss. While concerns exist, the Company believes that it is currently protected against a default and loss is considered unlikely and not imminent.

Substandard– A Substandard asset is believed to be inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified have identified weaknesses and are characterized by the possibility that the Company may sustain some loss if deficiencies are not corrected.

Doubtful – A doubtful asset has an existing weakness or weaknesses that make collection or liquidation in full, on the basis of currently existing facts and conditions, highly questionable and improbable.

Loss – A loss asset has an existing weakness or weaknesses that render the loan uncollectible and of such little value that continuing to carry as an asset on the Company’s books is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather it is not practical nor desirable to defer writing off this basically worthless asset, even though partial recovery may be effected in the future.

Not Rated– For certain Strategic Program loans, the Company does not evaluate and risk rate the loans in the same manner as other loans in the Company’s portfolio. The Not Rated loans are typically homogenous, smaller dollar balances approved using abridged underwriting methods that allow the Company to streamline the loan approval process and increase efficiency. Credit quality for Strategic Program loans is highly correlated with delinquency levels.

The following table presents the amortized cost of the Company's loan and lease portfolio by collateral type, risk rating and origination year as of September 30, 2026, in addition to the gross writeoff by collateral type for the nine months ended September 30, 2026. The loans are grouped based on how they are assessed under CECL.

Loans and Leases Amortized Cost Basis by Origination Year
September 30, 202620262025202420232022PriorRevolving LoansTotal
($ in thousands)
Construction and land development
Pass$26,846$22,768$3,052$922$2,098$36$—$55,722
Watch6311,7221,625—1,487——5,465
Special Mention————————
Substandard—636—201———837
Total27,47725,1264,6771,1233,58536—62,024
Current period gross writeoff————————
Residential real estate
Pass3,0191,1316892,2004667879,62917,921
Watch3,7102,1783,5771,0901,342893—12,790
Special Mention———2,8331196—2,958
Substandard—3,350—7085,637523—10,218
Total6,7296,6594,2666,8317,5642,2099,62943,887
Current period gross writeoff—(357)—(98)(24)(16)(495)
Residential real estate multifamily
Pass1,44182885338218101—3,065
Watch———523—50—573
Special Mention————————
Substandard————————
Total1,44182885861218151—3,638
Current period gross writeoff————————
Commercial real estate - owner occupied
Pass12,92233,82614,6673,7231,2013,892—70,231
Watch13,72922,81712,8767,91110,6115,699—73,643
Special Mention——1,4386,895—982—9,315
Substandard—7,7921,2285,5954,0092,750—21,374
Total26,65164,43530,20924,12415,82113,323—174,563
Current period gross writeoff—(1,825)(42)(385)(753)(677)—(3,682)
Commercial real estate - non-owner occupied
Pass1,102——1871,192420—2,901
Watch———2,75233186—3,169
Special Mention————————
Substandard————2,012——2,012
Total1,102——2,9393,535506—8,082
Current period gross writeoff————(457)——(457)
Commercial and industrial
Pass1221,1951,557176569317—3,936
Watch2,1242,0512,0452,193819395—9,627
Special Mention—408367247—15—1,037
Substandard—81207852639356—2,135
Total2,2463,7354,1763,4682,0271,083—16,735
Current period gross writeoff—(180)(604)(180)(347)(64)—(1,375)
Consumer
Pass1,4315,6694,9081,88123178—14,198
Watch——2610315—54
Special Mention————————
Substandard—52142———68
Total1,4315,7214,9481,89323493—14,320
Current period gross writeoff—(140)(124)(13)(25)——(302)
Lease financing receivables
Pass28,89026,51013,9587,711817——77,886
Watch————21——21
Special Mention————————
Substandard17833529740———850
Total29,06826,84514,2557,751838——78,757
Current period gross writeoff—(355)(111)————(466)
Retained Strategic Program loans
Pass————————
Watch - with credit enhancement————————
Special Mention————————
Substandard————————
Not Rated-without credit enhancement28,5016,8171,460121066—36,902
Not Rated-with credit enhancement49,90513,137————83,199146,241
Total78,40619,9541,46012106683,199183,143
Current period gross writeoff-without credit enhancement(2,002)(5,528)(316)(17)(37)(27)—(7,927)
Current period gross writeoff-with credit enhancement(5,949)(13,354)—————(19,303)
Total current period gross writeoff(7,951)(18,882)(316)(17)(37)(27)—(27,230)
Total portfolio loans receivable$174,551$152,557$64,876$49,002$33,928$17,407$92,828$585,149
Total current period gross writeoff$(7,951)$(21,739)$(1,197)$(693)$(1,643)$(784)$—$(34,007)

The following table presents the amortized cost of the Company's loan and lease portfolio by collateral type, risk rating and origination year as of December 31, 2025, in addition to the gross writeoff by collateral type for the year ended December 31, 2025. The loans are grouped based on how they are assessed under CECL.

Loans and Leases Amortized Cost Basis by Origination Year
December 31, 202520252024202320222021PriorRevolving LoansTotal
($ in thousands)
Construction and land development
Pass$27,622$12,368$1,926$4,414$758$—$—$47,088
Watch————————
Special Mention————————
Substandard——2,303————2,303
Total27,62212,3684,2294,414758——49,391
Current period gross writeoff————————
Residential real estate
Pass4,8451,8291,080896900848—10,398
Watch8,4085,51415,9744,059685956—35,596
Special Mention————————
Substandard3,742—366,86438136—10,816
Total16,9957,34317,09011,8191,6231,940—56,810
Current period gross writeoff(100)(162)(419)—(236)(37)—(954)
Residential real estate multifamily
Pass3081,57334424379——2,547
Watch——568—5625—649
Special Mention————————
Substandard————————
Total3081,57391224313525—3,196
Current period gross writeoff————————
Commercial real estate - owner occupied
Pass53,29723,2465,3133,5291,8415,845—93,071
Watch30,3568,13131,71615,7454,2823,690—93,920
Special Mention———583—436—1,019
Substandard—3598,49112,0262052,842—23,923
Total83,65331,73645,52031,8836,32812,813—211,933
Current period gross writeoff—(18)(113)(1,111)(77)(513)—(1,832)
Commercial real estate - non-owner occupied
Pass——1931,221—7—1,421
Watch——2,9781,449904110—5,441
Special Mention————————
Substandard———2,782———2,782
Total——3,1715,452904117—9,644
Current period gross writeoff————————
Commercial and industrial
Pass1,9911,4586171,458225253—6,002
Watch5,2863,9216,3553,921316244—20,043
Special Mention—————11—11
Substandard—————366—366
Total7,2775,3796,9725,379541874—26,422
Current period gross writeoff(65)(258)(231)(252)(24)(103)—(933)
Consumer
Pass9,4189,2822,61749487155—22,053
Watch—3310—18——61
Special Mention————————
Substandard11163211——52
Total9,4299,3312,630515106155—22,166
Current period gross writeoff(251)(175)(100)(20)(11)(2)—(559)
Lease financing receivables
Pass34,28320,13811,7531,836———68,010
Watch————————
Special Mention————————
Substandard32212690————538
Total34,60520,26411,8431,836———68,548
Current period gross writeoff—(125)(169)————(294)
Retained Strategic Program loans
Pass————————
Watch - with credit enhancement24,869——————24,869
Special Mention————————
Substandard————————
Not Rated-without credit enhancement19,0022,354107336106——21,905
Not Rated-with credit enhancement34,500508—————35,008
Total78,3712,862107336106——81,782
Current period gross writeoff-without credit enhancement(4,565)(4,769)(418)(269)(167)(14)—(10,202)
Current period gross writeoff-with credit enhancement(1,633)(6)(1,639)
Total current period gross writeoff(6,198)(4,775)(418)(269)(167)(14)—(11,841)
Total portfolio loans receivable$258,260$90,856$92,474$61,877$10,501$15,924$—$529,892
Total current period gross writeoff$(6,614)$(5,513)$(1,450)$(1,652)$(515)$(669)$—$(16,413)

Allowance for Credit Losses - Strategic Program Loans with Credit Enhancement

The Company partners with certain Strategic Program service providers who offer credit enhancement on loans, indemnifying or reimbursing the Bank for credit and fraud losses. In line with GAAP, we estimate and record expected loss provisions for these loans without factoring in the credit enhancement. When these provisions are recorded, a corresponding credit enhancement asset is recognized, reflecting anticipated recoveries under the service provider’s guarantee. Reimbursements are made through a deposit reserve account, which the provider replenishes periodically. The credit enhancement asset is reduced as payments or recoveries are received from the provider or its reserve account. The table below shows the activity in the credit enhancement asset for the periods indicated:

($ in thousands)As of and For the Nine Months Ended September 30, 2026As of and For the Year Ended December 31, 2025
Credit enhancement asset at beginning of period$18,386$111
Credit enhancement income66,63519,899
Credit losses settled with partner during period(20,465)(1,624)
Credit enhancement reclassification(1)(309)—
Credit enhancement asset at end of period$64,247$18,386

(1)Credit enhancement asset related to loans reclassified following a strategic program provider’s exit from the credit enhancement program.

Loan Modifications to Borrowers Experiencing Financial Difficulty

Loan modifications to borrowers experiencing financial difficulty are executed to provide temporary relief from contractual obligations, address constraints on repayment capacity, and mitigate potential losses to the Company. In the normal course of business, modifications may also be pursued for competitive purposes or to enhance our collateral position. Where a borrower faces financial hardship, modifications may offer either temporary accommodations or permanent adjustments to the original loan terms.

Modified Loans Held-for-Investment (Excluding Retained Strategic Program Loans)

The following tables present the amortized cost basis of loans held-for-investment at September 30, 2026 or 2025 modified to borrowers experiencing financial difficulty, disaggregated by loan type and type of concession granted. There were no such modifications during the three months ended September 30, 2026.

Nine Months Ended September 30, 2026
($ in thousands)Payment Delay% of Loan Class
Commercial real estate – owner occupied$1,6811.0%
Total$1,681
Three Months Ended September 30, 2025
($ in thousands)Payment Delay% of Loan Class
Commercial real estate – owner occupied$2390.1%
Commercial and industrial1400.4%
Total$379
Nine Months Ended September 30, 2025
($ in thousands)Payment DelayPayment Delay and Interest Rate ReductionTotal% of Loan Class
Residential real estate$—$5,581$5,5819.9%
Commercial real estate – owner occupied391—3910.2%
Commercial real estate – non-owner occupied—6096096.2%
Commercial and industrial140—1400.4%
Total$531$6,190$6,721

The following table describes the financial effect as of September 30, 2026 of the loan modifications made to borrowers experiencing financial difficulty:

Payment Delay
Financial Effect
Commercial real estate – owner occupiedWeighted-average payment delay of 1.5 years

The following tables describe the financial effect as of September 30, 2025 of the loan modifications made to borrowers experiencing financial difficulty:

Payment Delay
Financial Effect
Commercial real estate – owner occupiedWeighted-average payment delay of 2.6 years
Commercial and industrialWeighted-average payment delay of 1.9 years
Payment Delay and Interest Rate Reduction
Financial Effect
Residential real estateWeighted-average payment delay of 2.0 years. Weighted-average contractual interest rate reduced from 10.25% to 0.00% for the first 12 months, then to 1.50%, with previously accrued interest deferred to the end of the forbearance period. The borrower subsequently defaulted under the forbearance agreement, which terminated the rate reduction and the deferral of previously accrued interest. No principal or interest has been forgiven or reduced.
Commercial real estate – non-owner occupiedPayment delay of 2.0 years. Contractual interest rate reduced from 10.75% to 0.00% for the first 12 months, then to 1.50%, with previously accrued interest deferred to the end of the forbearance period. The borrower subsequently defaulted under the forbearance agreement, which terminated the rate reduction and the deferral of previously accrued interest. No principal or interest has been forgiven or reduced.

As of September 30, 2026 and September 30, 2025, the Company had no additional commitments to lend to borrowers experiencing financial difficulty whose loan terms were modified during the nine months preceding each respective date. The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. All of the modified loans were current as of September 30, 2026. Loans modified during the twelve months ended September 30, 2026 and 2025, totaling $1.7 million and $6.7 million, respectively, remained on nonaccrual status at each date and were less than 30 days past due under their respective modified terms. Loans modified more than twelve months prior to September 30, 2026, including those that defaulted during 2026, are excluded from this population.

The following tables provide the amortized cost basis of modified loans that had a payment default during the period and were modified in the twelve months before default to borrowers experiencing financial difficulty. There were no payment defaults during the three and nine months ended September 30, 2025 of modified loans that were modified during the previous twelve months.

Amortized Cost Basis of Modified Loans That Subsequently Defaulted During the Three Months Ended September 30, 2026
($ in thousands)Payment Delay
Commercial real estate – owner occupied$513
Total$513
Amortized Cost Basis of Modified Loans That Subsequently Defaulted During the Nine Months Ended September 30, 2026
($ in thousands)Payment DelayPayment Delay and Interest Rate ReductionTotal
Residential real estate$—$4,303$4,303
Commercial real estate – owner occupied513—513
Commercial real estate – non-owner occupied—526526
Total$513$4,829$5,342

Modified Retained Strategic Program Loans

Retained Strategic Program loans of $183.1 million and $81.8 million as of September 30, 2026 and December 31, 2025, respectively, consist of personal loans to individuals and loans to businesses. A significant amount of the retained Strategic Program loans are made to subprime borrowers. The subprime borrowers’ ability to repay the loans according to the original loan terms can be compromised by both short-term financial challenges, such as unexpected car repairs or physical injury, and longer-term financial challenges, such as a job loss or more serious injury or illness.

In certain circumstances, some of the Company’s strategic programs will modify the original loan terms to optimize the recovery of principal and interest. The loan modifications may include (1) a delay in payment and extension of the loan term, or (2) accrued interest forgiveness and interest rate and payment reductions. As of September 30, 2026 and December 31, 2025, the balance of outstanding modified loans to individuals in the retained portfolio was approximately $0.3 million and $0.2 million, respectively. The Company does not have any obligation to fund additional amounts to the borrowers. If after modification, some or all of the loan is determined to be uncollectible, the full balance determined to be uncollectible is charged off. The amount charged off is included in the Company’s vintage analysis used to estimate the Company’s allowance for credit losses.

Collateral-Dependent Loans

A collateral-dependent loan is a nonaccrual loan for which the Bank relies substantially on the operation or sale of the collateral for repayment. In evaluating the overall risk associated with a loan, the Company considers (1) character, overall financial condition and resources, and payment record of the borrower; (2) the prospects for support from any financially responsible guarantors; and (3) the nature and degree of protection provided by the cash flow and value of any underlying collateral. The loan may become collateral-dependent when foreclosure is probable or the borrower is experiencing financial difficulty and its sources of repayment become inadequate over time. At such time, the Company develops an expectation that repayment will be provided substantially through the operation or sale of the collateral.

The following tables present the amortized cost basis of collateral-dependent loans by class of loans as of the periods indicated:

As of September 30, 2026Collateral Type
($ in thousands)Allowance for Credit LossesReal EstatePersonal PropertyTotal
Construction and land development$—$837$—$837
Residential real estate19,996—9,996
Commercial real estate:
Owner occupied6120,436—20,436
Non-owner occupied—2,012—2,012
Commercial and industrial55—1,2471,247
Consumer2—22
Commercial leases170—515515
Total$289$33,281$1,764$35,045

The amount of collateral-dependent loans as of September 30, 2026 include $17.3 million of SBA 7(a) loan balances that are guaranteed by the SBA.

As of December 31, 2025Collateral Type
($ in thousands)Allowance for Credit LossesReal EstatePersonal PropertyTotal
Construction and land development$—$2,303$—$2,303
Residential real estate4511,310—11,310
Commercial real estate:
Owner occupied—23,923—23,923
Non-owner occupied—2,781—2,781
Commercial and industrial——2,2652,265
Consumer52—5353
Commercial leases325—749749
Total$422$40,317$3,067$43,384

The amount of collateral-dependent loans as of December 31, 2025 include $24.1 million of SBA 7(a) loan balances that are guaranteed by the SBA.

Note 6 –SBA Servicing Asset, Net

The Company periodically sells the guaranteed portions of SBA loans and retains rights to service the loans. Loans serviced for others are not included in the accompanying balance sheets. The unpaid principal balances of SBA loans serviced for others was $304.8 million and $275.8 million at September 30, 2026 and December 31, 2025, respectively. The Company’s SBA servicing asset is recognized in other assets on the consolidated balance sheets.

The following table summarizes SBA servicing asset, net activity for the periods indicated:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
($ in thousands)2026202520262025
Balance at beginning of period$3,801$3,227$3,547$3,273
Additions to servicing asset6656081,8451,363
Amortization of servicing asset(518)(207)(1,190)(793)
Change in valuation allowance(36)(507)(290)(722)
Balance at end of period$3,912$3,121$3,912$3,121
SBA servicing asset, fair value$3,912$3,121$3,912$3,121

Activity in the valuation allowance for the SBA servicing asset was as follows for the periods indicated:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
($ in thousands)2026202520262025
Balance at beginning of period$(2,464)$(1,501)$(2,210)$(1,286)
Impairment(36)(507)(290)(802)
Recovery———80
Balance at end of period$(2,500)$(2,008)$(2,500)$(2,008)

The valuation allowance has been established to reduce the amortized cost of the SBA servicing asset to its estimated fair value; accordingly, the net carrying amount equals estimated fair value at each period end. Recovery or impairment adjustments to servicing rights are mainly due to market-based assumptions associated with discounted cash flows, loan prepayment speeds, and changes in interest rates. A significant change in these assumptions could result in a significant change in the SBA servicing asset carrying amount.

The Company assumed a weighted average prepayment rate of 19.1%, weighted average term of 3.41 years, and a weighted average discount rate of 12.0% at September 30, 2026.

The Company assumed a weighted average prepayment rate of 19.1%, weighted average term of 3.46 years, and a weighted average discount rate of 12.3% at December 31, 2025.

Note 7 –Capital Requirements

The Bank is subject to various regulatory capital requirements administered by federal and State of Utah banking agencies (the regulators). Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weighting, and other factors. Prompt corrective action provisions are not applicable to the bank holding company.

Beginning January 1, 2020, the Bank qualified and elected to use the community bank leverage ratio (“CBLR”) framework for quantitative measures which requires the Bank to maintain minimum amounts and ratios of Tier 1 capital to average total consolidated assets. Management believes, as of September 30, 2026 and December 31, 2025, that the Bank’s capital levels exceed the regulatory floors required to be classified as a well-capitalized bank.

As of September 30, 2026 and December 31, 2025, the most recent notification from the FDIC categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action (there are no conditions or events since that notification that management believes have changed the Bank’s category). The following table sets forth the actual capital amounts and ratios for the Bank and the minimum amount and ratio of capital required to be categorized as well-capitalized as of the dates indicated:

ActualWell-CapitalizedRequirement
($ in thousands)AmountRatioAmountRatio
Leverage ratio (CBLR election)$164,82618.1%$72,9698.0%
Leverage ratio (CBLR election)$153,21916.9%$81,6089.0%

The well-capitalized requirement was 9.0% until July 1, 2026, at which time it was reduced to 8.0%.

Dividends

Federal statute and federal and state regulations and supervisory guidance, as well as prudent capital management practices, limits the dividends that a bank holding company should pay as dividends or other distribution of capital. Generally, dividends should be paid only if the existing capital and future earnings expectations exceeds its current and estimated future capital needs, and payment of such dividend or capital distribution does not compromise the entity’s compliance with the capital rules or the current and future safety and soundness of the holding company or its subsidiary banks. If a subsidiary bank is significantly undercapitalized, or undercapitalized without an acceptable capital restoration plan, regulators may require prior Federal Reserve approval for any dividend or capital distribution.

In addition, since FinWise Bancorp is a legal entity separate and distinct from the Bank and does not conduct stand-alone operations, an ability to pay dividends depends on the ability of the Bank to pay dividends to FinWise Bancorp. The FDIC and the Utah Department of Financial Institutions (“UDFI”) may, under certain circumstances, prohibit the payment of dividends to FinWise Bancorp from the Bank. Utah corporate law also requires that dividends can only be paid out of funds legally available.

The Company has not paid any cash dividends on its common stock since inception and it does not intend to pay cash dividends in the foreseeable future. However, the Company’s Board of Directors may declare a cash or stock dividend out of retained earnings provided the regulatory capital ratio and other regulatory requirements are met. The Company plans to maintain capital ratios that meet or exceed the well-capitalized standards per the regulations and, therefore, would limit dividends to amounts that are appropriate to maintain those well-capitalized regulatory capital ratios.

Note 8 –Commitments and Contingencies

Federal Home Loan Bank Secured Line of Credit

As of September 30, 2026 and December 31, 2025, the Bank’s available line of credit with the FHLB to borrow funds was $7.0 million and $20.5 million, respectively. All borrowings are short-term and the interest rate is equal to the correspondent bank’s daily federal funds purchase rate. As of September 30, 2026 and December 31, 2025, no amounts were outstanding under the line of credit. Loans totaling $11.6 million and $34.2 million were pledged to secure the FHLB line of credit as of September 30, 2026 and December 31, 2025, respectively.

Federal Reserve Bank Lines of Credit

At September 30, 2026 and December 31, 2025, the Bank had a maximum borrowing capacity of $168.4 million and $193.8 million, respectively, with the FRB, including the secured borrowing capacity through the Discount Window and the Borrower-in-Custody (“BIC”) program, to the extent of collateral pledged. Loans totaling $207.1 million and $235.8 million and securities of $33.4 million and $37.4 million were pledged to secure these lines of credit with the FRB as of

September 30, 2026 and December 31, 2025, respectively. The Company hadno advances outstanding under either program as of September 30, 2026 and December 31, 2025.

Other Lines of Credit

The Bank had an available unsecured line of credit with Pacific Coast Bankers’ Bank to borrow up to $10.0 million in overnight funds at September 30, 2026 and December 31, 2025. Through Zions Bank, the Bank had an available unsecured line of credit of $5.0 million at September 30, 2026 and December 31, 2025. The Bank had an available line of credit with Bankers’ Bank of the West to borrow up to $1.1 million in overnight funds at September 30, 2026 and December 31, 2025. The Bank hadno outstanding balances on such unsecured or secured lines of credit as of September 30, 2026 and December 31, 2025.

Financial Instruments with Off-Balance-Sheet Risk

Commitments to Extend Credit

In the ordinary course of business, the Bank has entered into commitments to extend credit to customers which have not yet been exercised. These financial instruments include commitments to extend credit in the form of loans and credit card arrangements. Those instruments involve to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets. For credit card customers, the Company reserves the right to modify or terminate the terms and conditions of credit card accounts at its discretion. It is important to note that a significant portion of the Company’s commitments and undrawn credit card lines are not fully utilized by customers, so the total amount of these commitments does not necessarily reflect the Company’s future cash obligations. The Company assesses each customer’s credit profile individually to determine creditworthiness. The Company’s commitments to extend credit as of the periods indicated are summarized below. Since commitments associated with commitments to extend credit may expire unused, the amounts shown in the table below do not necessarily reflect the actual future cash funding requirements.

At September 30, 2026 and December 31, 2025, financial instruments with off-balance-sheet risk were as follows:

September 30,December 31,
($ in thousands)20262025
Revolving, open-end lines of credit$3,016$2,566
Credit card arrangements290,322305,313
Undisbursed commercial real estate loans43,49132,414
Other unused commitments3,759384
Total unfunded loan commitments$340,588$340,677

Allowance for Credit Losses on Unfunded Commitments

The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancelable by the Company. The allowance for credit losses on unfunded commitments is included in other liabilities on the consolidated balance sheets and is adjusted through a charge to provision for credit loss expense on the consolidated statements of income. The allowance for credit losses on unfunded commitments estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The allowance for credit losses on unfunded commitments was $0.9 million and $0.6 million as of September 30, 2026 and December 31, 2025, respectively.

Class Action Litigation

In July 2025, the Company notified approximately 600,000 individuals of an alleged data breach in which their personal data was exposed by a former employee following termination of their employment. Subsequently, several class action lawsuits were filed, all of which have been consolidated into a single class action lawsuit in Utah federal court. The Company participated in a pre-discovery mediation with the plaintiffs’ attorneys on March 17, 2026, which resulted in a settlement agreement that was submitted to the court for approval on May 8, 2026. On July 1, 2026 the court preliminarily approved the settlement fund, which, including all fees and expense associated with the proceedings, is expected to be covered in full by the Company’s cyber insurance policy. The court is scheduled to consider final approval of the settlement agreement on December 10, 2026.

Note 9 –Stock-Based Compensation

Stock Option Plans

The Company utilizes stock-based compensation plans, as well as discretionary grants, for employees, directors and consultants to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives and to promote the success of the Company’s business.

The 2019 Stock Plan (“2019 Plan”) was adopted on June 20, 2019 following approval by the Company’s Board of Directors and shareholders. The 2019 Plan will terminate as to future awards 10 years from the later of the effective date or the earlier of the most recent Board or stockholder approval of an increase in the number of shares reserved for issuance under the 2019 Plan. On June 25, 2026, the shareholders of the Company approved an amendment to the 2019 Plan increasing the number of shares of common stock reserved for issuance under the plan by an additional 750,000 shares to 2,530,000. At September 30, 2026,662,740 shares under the 2019 Plan were available for future issuance.

The 2016 Stock Plan (“2016 Plan”) was adopted on April 20, 2017 following approval by the Company’s Board of Directors and shareholders. The 2016 Plan authorizes the issuance of 299,628 common shares. The 2016 Plan will terminate on April 20, 2027. At September 30, 2026,3,189 shares under the 2016 Plan were available for future issuance.

The 2019 Plan and the 2016 Plan (collectively, the “Plans”) provide for the issuance of non-statutory stock options and restricted stock to employees, directors and consultants. The Plans also provide for the issuance of incentive stock options only to employees. The stock-based incentive awards for the Plans are granted at an exercise price not less than the fair market value of the Company’s common stock on the date of grant in the case of stock options. Restricted stock is valued based on the fair market value of the Company’s common stock on the grant date. Vesting of the options vary by employee or director and can have a term no more than 10 years, with the options generally having vesting periods ranging from 1 to 5 years. Restricted stock vests over periods ranging from approximately 1 to 5 years. Upon the exercise of stock

options, the Company issues new authorized shares.

Under the Plans, if an award expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an exchange program, the unpurchased shares that were subject thereto shall become available for future grant or sale under the Plans. However, shares that have actually been issued under the Plans, or upon exercise of an award, shall not be returned to the Plans and shall not become available for future distribution under the Plans, except that if unvested shares of restricted stock are repurchased by the Company at their original purchase price, such shares shall become available for future grant under the Plans.

Stock Options

The following summarizes stock option activity for the nine months ended September 30, 2026:

StockOptionsWeightedAverageExercisePriceWeightedAverage RemainingContractualLife (inyears)AggregateIntrinsicValue
Outstanding at December 31, 2025726,491$5.904.9$8,744,727
Options exercised(65,698)5.75684,754
Options forfeited(3,281)9.74
Outstanding at September 30, 2026657,512$5.904.1$3,565,398
Options vested and exercisable at September 30, 2026654,172$5.874.1$3,564,574

Restricted Stock

The following summarizes restricted stock activity for the nine months ended September 30, 2026:

Number of SharesWeighted Average Grant Date Fair Value
Unvested as of December 31, 2025651,221$12.34
Granted320,48314.45
Vested(213,074)12.20
Forfeited(75,736)12.42
Unvested as of September 30, 2026682,894$13.37

The total fair value of restricted stock that vested during the nine months ended September 30, 2026 and 2025 was $3.1 million and $2.1 million, respectively.

Unrecognized Stock-based Compensation Expense

As of September 30, 2026, the Company had unrecognized stock-based compensation expense of approximately $5.4 million, which is expected to be recognized over the remaining weighted average recognition period of 1.5 years.

Note 10 –Fair Value of Financial Instruments

The Company measures and discloses certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (that is, not a forced liquidation or distressed sale). GAAP establishes a consistent framework for measuring fair value and disclosure requirements about fair value measurements. Among other things, the standard requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s estimates for market assumptions. These two types of inputs create the following fair value hierarchy.

Level 1– Quoted prices in active markets for identical instruments. An active market is a market in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.

Level 2– Observable inputs other than Level 1 including quoted prices in active markets for similar instruments, quoted prices in less active markets for identical or similar instruments, or other observable inputs that can be corroborated by observable market data.

Level 3– Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation also includes observable inputs from nonbinding single dealer quotes not corroborated by observable market data. In developing Level 3 measurements, management incorporates whatever market data might be available and uses discounted cash flow models where appropriate. These calculations include projections of future cash flows, including appropriate default and loss assumptions, and market-based discount rates.

The estimated fair value amounts of financial instruments have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize at a future date. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. In addition, reasonable comparability between financial institutions may not be likely due to the wide range of permitted valuation techniques and numerous estimates that must be made given the absence of active secondary markets for many of the financial instruments. This lack of uniform valuation methodologies also introduces a greater degree of subjectivity to these estimated fair values. Transfers between levels of the fair value hierarchy are deemed to occur at the end of the reporting period. There were no transfers between fair value levels for the three and nine months ended September 30, 2026 and 2025.

The following methods were used to estimate the fair value of each class of financial instruments on a recurring basis:

Investment securities available-for-sale: Investment securities available-for-sale consist of U.S. Treasury securities and are carried at fair value. The Company estimates the fair value of investment securities available-for-sale using current active market quotes, if available, which are considered Level 1 measurements. Level 1 measurements include securities issued by the U.S. Treasury.

Investment in Business Funding Group, LLC (“ BFG”): The Company’s valuation technique utilized the average of the discounted cash flow method and the Guideline Public Company method. A 4.5% discount for non-voting shares was applied to the valuation to arrive at fair value as of September 30, 2026 and December 31, 2025. The calculation of fair value utilized significant unobservable inputs, including projected cash flows, growth rates, and discount rates. The Company’s investment in BFG is recognized in other assets on the consolidated balance sheets.

Derivative instruments: The Company’s derivative instruments consist of interest rate swaps accounted for as cash flow hedges. The Company’s derivative instruments are carried at fair value and considered Level 2 measurements. The Company measures fair value of interest rate swaps utilizing market observable inputs, such as forecasted yield curves.

The table below presents the Company's financial instruments valued on a recurring basis at the periods indicated:

September 30, 2026 · December 31, 2025
($ in thousands)LevelEstimatedFair ValueEstimatedFair Value
Financial assets:
U.S. Treasury securities1$24,998$27,755
Investment in BFG3$7,700$9,000
Financial liabilities:
Derivative liability2$14$148

The table below presents a reconciliation of the Company’s investment in BFG classified as a Level 3 financial instrument and measured at fair value on a recurring basis for the periods indicated:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
($ in thousands)2026202520262025
Beginning balance$8,600$8,400$9,000$7,700
Change in fair value of BFG(900)200(1,300)900
Ending balance$7,700$8,600$7,700$8,600

The table below presents the Company’s financial instruments valued on a nonrecurring basis at the periods indicated:

($ in thousands)Fair Value Measurements Using
Description of Financial InstrumentFair ValueLevel 1Level 2Level 3
Nonrecurring assets:
Individually evaluated loans$35,045$—$—$35,045
Nonrecurring assets:
Individually evaluated loans$43,384$—$—$43,384

Individually evaluated loans– The loan amounts above represent loans individually evaluated that have been adjusted to the lower of cost or fair value. When collateral-dependent loans are individually evaluated, they are measured using the current fair value of the collateral securing these loans, less selling costs. The fair value of real estate collateral is determined using collateral valuations or a discounted cash flow analysis using inputs such as discount rates, sale prices of similar assets, and term of expected disposition. Some appraised values are adjusted based on management’s review and analysis, which may include historical knowledge, changes in market conditions, estimated selling and other anticipated costs, and/or expertise and knowledge. The loss, if any, represents charge-offs on loans when the fair value of the collateral is less than the carrying amount of the loan.

Quantitative information for Level 3 fair value measurements–The following table presents information about quantitative inputs and assumptions used to fair value Level 3 nonrecurring assets as of September 30, 2026 and December 31, 2025:

($ in thousands)Fair ValueValuationTechniqueUnobservableInputRange(Weighted Average)
Individually evaluated loans$35,045MarketcomparableDiscount to appraisal value for estimated selling costs11.40%
Individually evaluated loans$43,384MarketcomparableDiscount to appraisal value for estimated selling costs11.40%

The range and weighted average of the significant unobservable inputs used to fair value the investment in BFG as of September 30, 2026 and as of December 31, 2025 are shown in the following table:

($ in thousands)September 30, 2026Range(Weighted Average)December 31, 2025Range(Weighted Average)
Discounted Cash Flows
Revenue growth rate12.9%12.9%
Expense growth rate14.8%14.8%
Discount rate30.0%25.0%
Lack of marketability discount20.0%20.0%
Guideline Public Company
Multiples of enterprise value2.5x to 4.0x3.5x to 5.3x

The tables below present the carrying amount and estimated fair value of the Company's financial instruments at the periods indicated, excluding financial instruments classified within assets and liabilities of discontinued operations (see Note 3 - Discontinued Operations):

Fair Value Measurements Using
($ in thousands)Carrying AmountEstimated Fair ValueLevel 1Level 2Level 3
Financial assets:
Cash and cash equivalents$92,572$92,572$92,572$—$—
Investment securities available-for-sale24,99824,99824,998——
Investment securities held-to-maturity8,4147,280—7,280—
Investment in FHLB stock581581—581—
Loans held-for-investment, net505,328563,944——563,944
Strategic Program loans held-for-sale134,661134,661—134,661—
Accrued interest receivable1,3791,379—1,379—
SBA servicing asset, net3,9123,912—3,912—
Investment in BFG7,7007,700——7,700
Financial liabilities:
Total deposits$707,601$664,009$—$664,009$—
Accrued interest payable2,3552,355—2,355—
Derivative liability1414—14—
Fair Value Measurements Using
($ in thousands)Carrying AmountEstimated Fair ValueLevel 1Level 2Level 3
Financial assets:
Cash and cash equivalents$163,400$163,400$163,400$—$—
Investment securities available-for-sale27,75527,75527,755——
Investment securities held-to-maturity9,9278,982—8,982—
Investment in FHLB stock440440—440—
Loans held-for-investment, net497,120532,040——532,040
Strategic Program loans held-for-sale146,473146,473—146,473—
Accrued interest receivable3,7073,707—3,707—
SBA servicing asset, net3,5473,547—3,547—
Investment in BFG9,0009,000——9,000
Financial liabilities:
Total deposits$754,561$727,637$—$727,637$—
Accrued interest payable2,6322,632—2,632—
Derivative liability148148—148—

Note 11 –Income Taxes

For the three months ended September 30, 2026 and 2025, income tax expense was $2.7 million and $1.5 million, respectively, resulting in an effective income tax rate of 21.0% and 23.7%, respectively. For the nine months ended September 30, 2026 and 2025, income tax expense was $4.4 million and $4.1 million, respectively, resulting in an effective income tax rate of 22.8% and 25.2%, respectively. The effective tax rate differs from the statutory rate of 21.0% during the three months ended September 30, 2026 primarily due to state and local income taxes and certain non-deductible executive compensation offset in part by the effect of presenting the bargain purchase gain net of deferred taxes.

Note 12 –Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Such derivatives were used to hedge the variable cash flows associated with existing variable-rate deposits.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive income (loss) (“OCI” and “OCL”) and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in accumulated OCI/OCL related to derivatives will be reclassified to interest on deposits as interest payments are made on the Company’s variable-rate deposits. During the twelve months following September 30, 2026, the Company estimates that an additional$1.2 thousand will be reclassified as an increase to interest expense.

Fair Value of Derivative Instruments on the Consolidated Balance Sheets

The tables below present the notional amount, location, and fair value of the Company’s derivative financial instruments on the consolidated balance sheets as of the periods indicated:

Derivative Liabilities
As of September 30, 2026
($ in thousands) · Notional Amount · Balance Sheet Location · Fair Value
Derivatives designated as hedging instruments:
Interest rate swaps$80,000Other liabilities$14
Total$14
Derivative Liabilities
As of December 31, 2025
($ in thousands) · Notional Amount · Balance Sheet Location · Fair Value
Derivatives designated as hedging instruments:
Interest rate swaps$80,000Other liabilities$148
Total$148

Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss)

The tables below present the pre-tax effect of cash flow hedge accounting on accumulated other comprehensive income (loss) for the periods indicated:

($ in thousands)Amount of Gain (Loss) Recognized in OCI on DerivativeLocation of Gain (Loss) Recognized from Accumulated OCI into IncomeAmount of Gain (Loss) Reclassified from Accumulated OCI into Income
Derivatives in Cash Flow Hedging Relationships:
Interest rate swaps$(10)Interest on deposits$(18)
Total$(10)$(18)
($ in thousands)Amount of Gain (Loss) Recognized in OCI on DerivativeLocation of Gain (Loss) Recognized from Accumulated OCI into IncomeAmount of Gain (Loss) Reclassified from Accumulated OCI into Income
Derivatives in Cash Flow Hedging Relationships:
Interest rate swaps$64Interest on deposits$115
Total$64$115
($ in thousands)Amount of Gain (Loss) Recognized in OCI on DerivativeLocation of Gain (Loss) Recognized from Accumulated OCI into IncomeAmount of Gain (Loss) Reclassified from Accumulated OCI into Income
Derivatives in Cash Flow Hedging Relationships:
Interest rate swaps$125Interest on deposits$(65)
Total$125$(65)
($ in thousands)Amount of Gain (Loss) Recognized in OCI on DerivativeLocation of Gain (Loss) Recognized from Accumulated OCI into IncomeAmount of Gain (Loss) Reclassified from Accumulated OCI into Income
Derivatives in Cash Flow Hedging Relationships:
Interest rate swaps$(162)Interest on deposits$340
Total$(162)$340

Effect of Cash Flow Hedge Accounting on the Statements of Income

The tables below present the effect of the Company’s derivative financial instruments on the consolidated statements of income for the periods indicated:

Three Months EndedSeptember 30, 2026Three Months EndedSeptember 30, 2025
($ in thousands)Location and Amount of Gain (Loss) Recognized in Income on Cash Flow Hedging RelationshipsLocation and Amount of Gain (Loss) Recognized in Income on Cash Flow Hedging Relationships
Location of gain (loss) recognized in incomeInterest on depositsInterest on deposits
Total amounts of income and expense line items presented in the consolidated statements of income in which the effects of cash flow hedges are recorded$(18)$115
The effects of cash flow hedging:
Interest rate swaps:
Amount of gain (loss) reclassified from accumulated OCI into income$(18)$115
Nine Months EndedSeptember 30, 2026Nine Months EndedSeptember 30, 2025
($ in thousands)Location and Amount of Gain (Loss) Recognized in Income on Cash Flow Hedging RelationshipsLocation and Amount of Gain (Loss) Recognized in Income on Cash Flow Hedging Relationships
Location of gain (loss) recognized in incomeInterest on depositsInterest on deposits
Total amounts of income and expense line items presented in the consolidated statements of income in which the effects of cash flow hedges are recorded$(65)$340
The effects of cash flow hedging:
Interest rate swaps:
Amount of gain (loss) reclassified from accumulated OCI into income$(65)$340

Offsetting Derivative Assets and Liabilities

The tables below present a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of September 30, 2026 and December 31, 2025. The net amounts of derivative assets and liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the consolidated balance sheets.

As of September 30, 2026Gross Amounts Not Offset in the Statement of Financial Position
($ in thousands)Gross Amounts of Recognized LiabilitiesGross Amounts Offset in the Statement of Financial PositionNet Amounts of Liabilities presented in the Statement of Financial PositionFinancial InstrumentsCash Collateral PledgedNet Amount
Liabilities:
Interest rate swaps$14$—$14$—$—$14
As of December 31, 2025Gross Amounts Not Offset in the Statement of Financial Position
($ in thousands)Gross Amounts of Recognized LiabilitiesGross Amounts Offset in the Statement of Financial PositionNet Amounts of Liabilities presented in the Statement of Financial PositionFinancial InstrumentsCash Collateral PledgedNet Amount
Liabilities:
Interest rate swaps$148$—$148$—$—$148

Note 13 –Related Party Transactions

In the ordinary course of business, the Bank may grant loans to certain executive officers and directors and the companies with which they are associated. The Company hadde minimis loans outstanding to related parties as of September 30, 2026 and December 31, 2025. Total deposits from certain executive officers and directors and the companies with which they are associated were $2.6 million and $1.2 million as of September 30, 2026 and December 31, 2025, respectively.

BFG is a small business loan broker, primarily under the SBA’s 7(a) loan program. The Company has a 20% ownership in the outstanding membership units of BFG. The Company underwrites loans sourced by BFG in its normal course of business. If approved and funded, the Company pays BFG a commission fee based on the amount funded. There is no guarantee or commitment made by the Company to BFG to approve or fund loans referred by BFG. The Company is able to use its sole discretion in deciding to approve and fund loans referred by BFG.

The following table represents a summary of related party transactions with BFG for the periods indicated:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
($ in thousands)2026202520262025
SBA 7(a) loans sourced from BFG$11,050$22,785$45,534$70,527
Commission fees paid to BFG$442$911$1,805$2,821
Distributions received from BFG(1)$20$440$210$1,200

(1) Recorded in the consolidated statements of income in other miscellaneous income

Note 14 –Earnings per Share

The two-class method is used in the calculation of basic and diluted earnings per share as the restricted stock awards are deemed to be participating securities. Under the two-class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to participation rights in undistributed earnings. The following table is a reconciliation of the components used to derive basic and diluted earnings per share for the three and nine months ended September 30, 2026 and 2025 (in thousands, except share and per share amounts):

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2026202520262025
Numerator:
Net income from continuing operations$10,422$4,891$14,295$12,176
Less: net income attributable to participating securities, continuing operations(1)(39)(239)(84)(514)
Net income after participating securities, continuing operations$10,383$4,652$14,211$11,662
Income (loss) from discontinued operations, net of tax$(376)$—$619$—
Less: net (income) loss attributable to participating securities, discontinued operations(1)1—(4)—
Net income (loss) after participating securities, discontinued operations$(375)$—$615$—
Denominator:
Weighted average shares outstanding, basic13,154,82712,859,26413,096,19712,786,167
Weighted average effect of dilutive securities:
Stock options370,937584,767414,492581,129
Warrants137,048171,323150,077162,707
Weighted average shares outstanding, diluted13,662,81213,615,35413,660,76613,530,003
Earnings per share, basic:
Earnings from continuing operations$0.79$0.36$1.09$0.91
Earnings (loss) from discontinued operations(0.03)—0.04—
Net income per common share, basic$0.76$0.36$1.13$0.91
Earnings per share, diluted:
Earnings from continuing operations$0.76$0.34$1.05$0.86
Earnings (loss) from discontinued operations(0.03)—0.04—
Net income per common share, diluted$0.73$0.34$1.09$0.86
Anti-dilutive stock options excluded from the calculation of diluted earnings per share—658——

(1)Represents earnings attributable to holders of unvested restricted stock issued to the Company’s directors and employees. Effective December 31, 2025, executive management elected to waive the dividend rights on their unvested restricted stock awards, and this waiver extends to restricted stock awards granted in 2026 to directors and various other employees. As a result, these unvested shares are no longer treated as participating securities and are excluded from the two-class method calculation of EPS. The impact on basic and diluted earnings per share was de minimis, and previously reported periods are not affected.

Note 15 –Accumulated Other Comprehensive Income (Loss)

The following tables present changes to accumulated other comprehensive income (loss) by component for the periods indicated (in thousands):

Available-for-Sale SecuritiesCash Flow HedgesAccumulated OCI/OCL
Balance at June 30, 2026$18$(4)$14
Other comprehensive loss before reclassifications and income tax(43)(10)(53)
Amounts reclassified from accumulated other comprehensive income—1818
Income tax (expense) benefit12(2)10
Total other comprehensive income (loss), net of tax(31)6(25)
Balance at September 30, 2026$(13)$2$(11)
Available-for-Sale SecuritiesCash Flow HedgesAccumulated OCI
Balance at June 30, 2025$80$(78)$2
Other comprehensive income before reclassifications and income tax11764181
Amounts reclassified from accumulated other comprehensive income—(115)(115)
Income tax (expense) benefit(29)13(16)
Total other comprehensive income (loss), net of tax88(38)50
Balance at September 30, 2025$168$(116)$52
Available-for-Sale SecuritiesCash Flow HedgesAccumulated OCI/OCL
Balance at December 31, 2025$167$(141)$26
Other comprehensive income (loss) before reclassifications and income tax(243)125(118)
Amounts reclassified from accumulated other comprehensive income—6565
Income tax (expense) benefit63(47)16
Total other comprehensive income (loss), net of tax(180)143(37)
Balance at September 30, 2026$(13)$2$(11)
Available-for-Sale SecuritiesCash Flow HedgesAccumulated OCI
Balance at December 31, 2024$(73)$260$187
Other comprehensive income (loss) before reclassifications and income tax322(162)160
Amounts reclassified from accumulated other comprehensive income—(340)(340)
Income tax (expense) benefit(81)12645
Total other comprehensive income (loss), net of tax241(376)(135)
Balance at September 30, 2025$168$(116)$52

Note 16 –Segments

The Company operates three reportable segments: traditional banking, banking as a service (“BaaS”), and treasury and administration. The Company’s traditional banking segment provides loan and deposit products and services to consumers and businesses nationally and in and around the Salt Lake City, Utah metropolitan statistical area (“MSA”). The Company’s BaaS segment provides lending, card and payments solutions nationally to fintech brands. The treasury and administration segment consists of investments, deposits sourced nationally to support the business segments, interest charged to the traditional banking and BaaS segments on funding provided to those businesses, and other items not specific to the traditional banking or BaaS segments.

The accounting policies applicable to the Company’s segments are consistent with those described in the notes to consolidated financial statements included in the 2025 Form 10-K. Intersegment interest and expense transactions are recorded at the Company’s cost; there is no intercompany profit or loss on intersegment transactions. The Company has implemented a transfer pricing process that credits or charges the traditional banking and BaaS segments with intra bank interest income or expense, with the treasury and administration segment as the offset for those entries.

The CODM, the Company’s chief executive officer and president, evaluates segment performance and allocates resources using both income or loss before other allocated operating expenses and net income.

In the tables below, a non-GAAP subtotal is shown captioned “Income (loss) before other operating expense allocation”. That subtotal presents an income (loss) subtotal before consideration of allocated corporate expenses which might be fixed, semi-fixed or otherwise resist changes without regard to a particular line of business. The following tables provide segment information for the periods indicated (in thousands):

Traditional BankingBaaSTreasury and AdministrationIntersegment Eliminations(1)Total
Interest income$6,777$38,802$4,300$(3,104)$46,775
Interest expense2,4891,2254,247(3,104)4,857
Net interest income4,28837,57753—41,918
Non-interest income3,52751,3586,214—61,099
Non-interest expense:
Salaries and benefits1,3112,432188—3,931
Other non-interest expense98725,941(13)—26,915
Provision for credit losses77645,971——46,747
Income before other operating expense allocation4,74114,5916,092—25,424
Other operating expense allocations1,90610,266——12,172
Income from continuing operations before income taxes2,8354,3256,092—13,252
Provision for income taxes from continuing operations6791,0731,078—2,830
Net income from continuing operations2,1563,2525,014—10,422
Loss from discontinued operations, net of tax—(376)——(376)
Net income$2,156$2,876$5,014$—$10,046
Other segment disclosures:
Total assets$390,913$287,686$279,726$—$958,325
Traditional BankingBaaSTreasury and AdministrationIntersegment Eliminations(1)Total
Interest income$8,638$13,901$4,837$(3,410)$23,966
Interest expense3,6557574,357(3,410)5,359
Net interest income4,98313,144480—18,607
Non-interest income3,46614,560647—18,673
Non-interest expense:
Salaries and benefits1,1121,220197—2,529
Other non-interest expense1,6322,88594—4,611
Provision for credit losses1,41211,387——12,799
Income before other operating expense allocation4,29312,212836—17,341
Other operating expense allocations3,2117,719——10,930
Income before taxes1,0824,493836—6,411
Income tax expense2761,066178—1,520
Net income$806$3,427$658$—$4,891
Other segment disclosures:
Total assets$484,671$211,990$203,268$—$899,929
Traditional BankingBaaSTreasury and AdministrationIntersegment Eliminations(1)Total
Interest income$20,532$87,859$13,630$(9,753)$112,268
Interest expense8,3333,08512,888(9,753)14,553
Net interest income12,19984,774742—97,715
Non-interest income8,73583,7666,004—98,505
Non-interest expense:
Salaries and benefits3,9537,062586—11,601
Other non-interest expense3,13051,804125—55,059
Provision for credit losses6,55472,151——78,705
Income before other operating expense allocation7,29737,5236,035—50,855
Other operating expense allocations5,39227,030——32,422
Income from continuing operations before income taxes1,90510,4936,035—18,433
Provision for income taxes from continuing operations4342,3281,376—4,138
Net income from continuing operations1,4718,1654,659—14,295
Income from discontinued operations, net of tax—619——619
Net income$1,471$8,784$4,659$—$14,914
Traditional BankingBaaSTreasury and AdministrationIntersegment Eliminations(1)Total
Interest income$25,130$33,058$13,635$(9,580)$62,243
Interest expense10,5741,72711,908(9,580)14,629
Net interest income14,55631,3311,727—47,614
Non-interest income8,47726,6462,117—37,240
Non-interest expense:
Salaries and benefits3,0433,633604—7,280
Other non-interest expense4,0764,741267—9,084
Provision for credit losses3,15917,702——20,861
Income before other operating expense allocation12,75531,9012,973—47,629
Other operating expense allocations11,47719,879——31,356
Income before taxes1,27812,0222,973—16,273
Income tax expense3223,026749—4,097
Net income$956$8,996$2,224$—$12,176

(1) Interest income and expense are allocated to segments based on their respective funding requirements using an internal transfer pricing methodology. The treasury and administration segment earns interest income from providing funds to the traditional banking and BaaS segments, which in turn incur corresponding interest expense. These internal interest flows are eliminated at the consolidated level through the intersegment/eliminations column.

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