Document

S-3 1 wtba-20260227formsx3.htm S-3 Document

As filed with the Securities and Exchange Commission on February 27, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933


WEST BANCORPORATION, INC. (Exact name of Registrant as specified in its charter)

Iowa			42-1230603
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

3330 Westown Parkway

West Des Moines, Iowa 50266

(515) 222-2300

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Jane M. Funk, EVP, Treasurer & CFO

West Bancorporation, Inc.

3330 Westown Parkway

West Des Moines, Iowa 50266

(515) 222-2300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Donald L. Norman, Jr., Esq.

Barack Ferrazzano Kirschbaum & Nagelberg LLP

200 West Madison Street, Suite 3900

Chicago, Illinois 60606

(312) 984-3100

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of the Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o	Accelerated filer x	Emerging growth company o
Non-accelerated filer o	Smaller reporting company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement containing this prospectus filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED February 27, 2026

______________________________________________________________________________________________________

PROSPECTUS

$125,000,000


Common Stock
Preferred Stock
Debt Securities
Warrants
Depositary Shares
Subscription Rights
Stock Purchase Contracts
Stock Purchase Units
Units

______________________________________________________________________________________________________

West Bancorporation, Inc. (“we,” “us,” “our” or the “Company”) may offer and sell, at any time and from time to time, in one or more series, together or separately, and in any combination, the securities described in this prospectus. The aggregate offering price of the securities that we offer will not exceed $125,000,000.

This prospectus describes some of the general terms that may apply to these securities and the general manner in which we will offer them. Each time that we offer and sell securities using this prospectus, we will provide a supplement to this prospectus that contains specific information about the securities and their terms and the manner in which we will offer them for sale. The prospectus supplement also may add or update information contained in this prospectus. This prospectus may not be used to sell securities unless accompanied by the applicable prospectus supplement. You should carefully read this prospectus and any supplement to this prospectus, as well as any documents we have incorporated into this prospectus by reference, before you invest in any of these securities. References herein to “prospectus supplement” are deemed to refer to any pricing supplement or free writing prospectus describing the specific pricing or other terms of the applicable offering that we prepare and distribute.

We may offer and sell these securities through underwriters, dealers or agents, or directly to purchasers on a continuous or delayed basis. We will provide the names of any such underwriters, dealers or agents used in connection with the sale of any of these securities, as well as any fees, commissions or discounts we may pay to such underwriters, dealers or agents in connection with the sale of these securities, in the applicable prospectus supplement.

Our common stock is listed on the Nasdaq Global Select Market under the symbol “WTBA”. On February 26, 2026, the closing price of our common stock was $24.92 per share.

These securities are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any state or jurisdiction where the offer or sale is not permitted. Our principal executive offices are located at 3330 Westown Parkway, West Des Moines, Iowa 50266, and our telephone number is (515) 222-2300.

Investing in our securities involves risks. You should refer to the section entitled “Risk Factors” on page 2 of this prospectus, as well as the risk factors included in the applicable prospectus supplement and certain of our periodic reports and other information that we file with the Securities and Exchange Commission, which are incorporated by reference herein, and carefully consider that information before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is dated __________, 2026.


RISK FACTORS			2

ABOUT THIS PROSPECTUS			2

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			3

WEST BANCORPORATION, INC.			3

USE OF PROCEEDS			4

DESCRIPTION OF SECURITIES WE MAY OFFER			4

DESCRIPTION OF CAPITAL STOCK			4

DESCRIPTION OF DEBT SECURITIES			8

DESCRIPTION OF WARRANTS			15

DESCRIPTION OF DEPOSITARY SHARES			15

DESCRIPTION OF SUBSCRIPTION RIGHTS			18

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS			19

DESCRIPTION OF UNITS			19

PLAN OF DISTRIBUTION			19

LEGAL MATTERS			20

EXPERTS			21

WHERE YOU CAN FIND MORE INFORMATION			21

DOCUMENTS INCORPORATED BY REFERENCE			22


SEC Registration Fee	$	3,452.50
Trustee Fees	*
Printing Expenses	*
Rating Agency Fees	*
Legal Fees and Expenses	*
Accounting Fees and Expenses	*
Miscellaneous	*
Total	$ *


Exhibit No.			Description
1.1			Form of Underwriting Agreement.*
1.2			Form of Placement Agreement.*
3.1			Restatement of the Restated Articles of Incorporation of West Bancorporation, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Form 10-K filed with the SEC on March 1, 2017).
3.2			Amended and Restated Bylaws of West Bancorporation, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed with the SEC on January 24, 2019).
4.1			Description of Capital Stock (incorporated by reference to the Company’s Form 8-K filed with the SEC on February 28, 2020)
4.2			Form of Common Stock Certificate.*
4.3			Form of Certificate of Designations of Preferred Stock.*
4.4			Form of Preferred Stock Certificate.*
4.5			Form of Warrant and Warrant Certificate.*
4.6			Form of Indenture.
4.7			Form of Senior Debt Security.*
4.8			Form of Subordinated Debt Security.*
4.9			Form of Purchase Contract Agreement.*
4.10			Form of Depositary Agreement and Depositary Receipt.*
4.11			Form of Subscription Certificate.*
4.12			Form of Subscription Agent Agreement.*
4.13			Form of Unit Agreement and Unit Certificate.*
5.1			Opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP (including consent).
23.1			Consent of RSM US LLP.
23.2			Consent of Barack Ferrazzano Kirschbaum & Nagelberg LLP (included in Exhibit 5.1).
24.1			Power of Attorney (included on the signature page to the registration statement).
25.1			Statement of Eligibility of Trustee on Form T-1 for the Senior Indenture and Subordinated Indenture.**
107.1			Filing Fee Table


						WEST BANCORPORATION, INC.
						(Registrant)



			By:			/s/ David D. Nelson
						David D. Nelson
						Chief Executive Officer and President


Signature						Title

/s/ Sean P. McMurray						Chairman of the Board
Sean P. McMurray

/s/ David D. Nelson						President, Chief Executive Officer and Director
David D. Nelson						(Principal Executive Officer)

/s/ Jane M. Funk						Executive Vice President, Treasurer and Chief Financial Officer
Jane M. Funk						(Principal Financial and Accounting Officer)

/s/ Lisa J. Elming						Director
Lisa J. Elming

/s/ Steven K. Gaer						Director
Steven K. Gaer

/s/ Douglas R. Gulling						Director
Douglas R. Gulling

/s/ George D. Milligan						Director
George D. Milligan

/s/ James W. Noyce						Director
James W. Noyce

/s/ Rosemary Parson						Director
Rosemary Parson

/s/ John K. Sorensen						Director
John K. Sorensen

/s/ Therese M. Vaughan						Director
Therese M. Vaughan

SEC Form S-3 filed by West Bancorporation