FinWise Bancorp filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$FINW
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 16, 2025
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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 16, 2025, the Board of Directors (the “Board”) of FinWise Bancorp (the “Company”) approved and adopted amended and restated versions of the Company’s 2016 Stock Plan (the “2016 Stock Plan”) and the FinWise Bancorp 2019 Stock Plan (the “2019 Stock Plan” and, together with the 2016 Stock Plan, the “Stock Plans”), which became effective upon their approval by the Board.
The Stock Plans were amended and restated to provide that, in modifying or amending awards under the Stock Plans, the Administrator (as such term is defined in the Stock Plans) may not, without stockholder approval, except as specifically permitted by the terms of the applicable Stock Plan, directly or indirectly reduce the exercise price of an outstanding option.
The 2016 Stock Plan and 2019 Stock Plan, as amended and restated, are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The foregoing summary of the amendments is qualified in its entirety by reference to the full text of the Stock Plans, as amended and restated.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 16, 2025, the Board approved and adopted an amendment to the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”) which became effective upon its approval and adoption by the Board.
The amendment eliminated the 66 ⅔% supermajority shareholder vote required for shareholders to amend the Company’s bylaws and replaced it with a majority vote standard.
The Amended and Restated Bylaws, as amended, are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein. The foregoing summary of the amendment is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, FinWise Bancorp has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DATE: April 21, 2025 | FINWISE BANCORP | ||||
| /s/ Robert Wahlman | |||||
| Name: Robert Wahlman | |||||
| Title: Chief Financial Officer and Executive Vice President | |||||