DEFA14A: FinWise Bancorp Appoints Baker Tilly as New Auditor Following Moss Adams Merger

FinWise Bancorp has updated its definitive proxy statement to reflect the appointment of Baker Tilly US, LLP as its new independent registered public accounting firm for fiscal year 2025, following the merger of its previous auditor, Moss Adams LLP, with Baker Tilly.

Summary

• FinWise Bancorp issued a supplement to its definitive proxy statement for the 2025 Annual Meeting of Shareholders.
• The primary update concerns the change in the company's independent registered public accounting firm.
• Moss Adams LLP, the previous auditor, merged with Baker Tilly US, LLP, effective June 3, 2025.
• As a result of the merger, Moss Adams resigned, and the Audit Committee approved the appointment of Baker Tilly as the successor auditor for the fiscal year ending December 31, 2025.
• Shareholders are now requested to ratify the appointment of Baker Tilly at the Annual Meeting on June 26, 2025.
• The audit reports from Moss Adams for fiscal years 2023 and 2024 did not contain adverse opinions, disclaimers, or qualifications.
• There were no disagreements with Moss Adams on accounting principles or auditing procedures, nor any reportable events, during 2023, 2024, and the subsequent interim period through June 3, 2025.
• The company did not consult with Baker Tilly on accounting principles or audit opinions prior to their appointment.

Sentiment

Score: 7

Explanation: The document conveys a neutral to slightly positive sentiment. The auditor change is a procedural event due to a merger, not a negative event like a dismissal for cause. The company explicitly states there were no disagreements or reportable events with the previous auditor, which is a positive sign for financial reporting integrity. The unanimous board recommendation also adds to the positive procedural aspect.

Positives

• The transition of the independent registered public accounting firm from Moss Adams LLP to Baker Tilly US, LLP is a result of a merger between the two firms, indicating a procedural change rather than a performance-related dismissal.
• Moss Adams' audit reports for fiscal years ended December 31, 2024, and 2023, did not contain any adverse opinions, disclaimers, or qualifications, suggesting clean audits for those periods.
• There were no disagreements with Moss Adams on accounting principles, financial statement disclosure, or auditing scope/procedure during the years ended December 31, 2024, and 2023, and the subsequent interim period through June 3, 2025.
• No reportable events requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K occurred during the specified periods.
• The Board of Directors unanimously recommends that shareholders vote for the ratification of Baker Tilly, indicating strong internal support for the new auditor.

Risks

• While not explicitly stated as a risk, any change in an independent auditor, even due to a merger, introduces a period of transition that requires careful oversight to ensure continuity and thoroughness in financial reporting.

Future Outlook

The company anticipates Baker Tilly US, LLP will serve as its independent registered public accounting firm for the fiscal year ending December 31, 2025, subject to shareholder ratification at the upcoming Annual Meeting.

Management Comments

• The Board of Directors unanimously recommends that shareholders vote FOR the ratification of the appointment of Baker Tilly as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Industry Context

The merger of Moss Adams LLP with Baker Tilly US, LLP reflects ongoing consolidation within the public accounting industry, where larger firms are expanding their reach and service capabilities through strategic acquisitions. This trend can lead to increased market share for the combined entities and potentially broader expertise for their clients, such as FinWise Bancorp.

Comparison to Industry Standards

• The process of an auditor transition due to a merger is a common occurrence in the accounting industry, especially given the ongoing consolidation among accounting firms.
• The company's disclosure that there were no disagreements with the previous auditor (Moss Adams) on accounting principles or audit scope, and no reportable events, aligns with best practices for transparent auditor changes, mitigating concerns about potential underlying issues.
• The prompt appointment of a successor firm (Baker Tilly) and seeking shareholder ratification is standard corporate governance practice following such a transition.
• The presence of a representative from the new auditor at the Annual Meeting, available for questions, is also a standard practice to ensure transparency and accountability to shareholders.

Corporate Governance

Stakeholder Impact

• Shareholders: Required to vote on the ratification of the new auditor; existing proxy votes for Moss Adams will be deemed votes for Baker Tilly. The change is procedural and does not indicate issues with past audits.

Next Steps

• Shareholders to vote on the ratification of Baker Tilly US, LLP as the independent registered public accounting firm for fiscal year 2025 at the Annual Meeting.
• Baker Tilly representative expected to be present at the Annual Meeting to make a statement and respond to questions.

Key Dates

Recommendation

Keywords

FinWise Bancorp, SEC Filing, Proxy Statement, Auditor Change, Baker Tilly, Moss Adams, Independent Public Accounting Firm, Corporate Governance, Annual Meeting, Shareholder Vote, Financial Reporting, Audit Committee