Finwise Bancorp

There are a number of factors that may adversely affect our business, financial results or stock price. In addition to the risk below, refer to Part I, Item 1A. “Risk Factors” of the 2025 Form 10-K for a discussion of these risks.

Our inability to market and close the sale of our credit card business that is currently held for sale and treated as discontinued operations may have a material adverse impact on our business and financial condition.

In July 2026, we completed the acquisition of certain assets and assumption of certain liabilities of Tallied. The transaction added card issuing and program management technology, along with an experienced team, that expands our ability to support credit card programs for our fintech partners. Concurrent with the acquisition, we determined that investing in credit card receivables was not a strategy the Company would pursue, and the Board of Directors approved a plan to exit the credit card portfolio business and to divest the credit card loan portfolio and certain acquired assets and liabilities while retaining the technology and credit card servicing platform. The disposal group consists of the credit card portfolio as well as the program sponsor relationship, program records, and associated cardholder rewards liability acquired as part of the Tallied transaction.

Our credit card business currently meets the criteria for held for sale and discontinued operations. To be successful in marketing and selling our credit card business, we and any counterparty must conduct due diligence to identify valuation issues and potential loss contingencies, negotiate transaction terms, and complete and close a potentially complex transaction. A sale of our credit card business may require substantial management time and resources and has the potential to divert our attention from our continuing business. A successful sale of our credit card business will also require the transfer of certain assets and agreements, the transfer of which are partially dependent on the program sponsor and therefore outside of our control. If we are unable to sell our credit card portfolio, including the transfer of certain assets and agreements, it may have a material adverse impact on our business and financial condition. In addition, there can be no assurance that we will complete the sale of the credit card business within our expected timeframe, or at all. Any delay in or failure to complete the sale could adversely affect our ability to focus on our continuing operations, result in additional costs and resource commitments, and have a material adverse effect on our business and financial condition.