S-8

As filed with the Securities and Exchange Commission on April 26, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

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                  (I.R.S. Employer

incorporation or organization)             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 office)

__________________

West Bancorporation, Inc. 2021 Equity Incentive Plan

(Full title of the plan)

__________________

Jane M. Funk

Executive Vice President, Treasurer & Chief Financial Officer

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.

Joseph T. Ceithaml, Esq.

Barack Ferrazzano Kirschbaum & Nagelberg LLP

200 West Madison Street, Suite 3900

Chicago, Illinois 60606

(312) 984-3100

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 ☐	Accelerated filer x
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

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

EXPLANATORY NOTE

This Registration Statement is being filed to register an additional 550,000 shares of common stock, no par value per share, of the Registrant issuable pursuant to the West Bancorporation, Inc. 2021 Equity Incentive Plan, as amended from time to time (the “Plan”). In accordance with General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 (File No. 333-255638), relating to securities issuable pursuant to the Plan, are incorporated in this Registration Statement by this reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The following documents previously filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

(a) The Registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2023, filed with the Commission on February 23, 2024;

(b) The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, filed with the Commission on April 25, 2024;

(c) The Registrant’s Current Reports on Form 8-K filed on January 25, 2024 and April 25, 2024 (in each case, excluding the information furnished under Item 2.01 and Item 7.01 of Form 8-K); and

(d) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above; and

(e) The description of the Registrant’s Common Stock contained in its Form 8-K filed with the Commission on February 28, 2020, and all subsequent amendments or reports filed for the purpose of updating such description.

Each document or report subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement from the date of filing of such document or report; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference in this Registration Statement.

Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus which is a part hereof to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement or the prospectus which is a part hereof.

Item 8.Exhibits.

EXHIBIT INDEX

Exhibit

NumberDescription

4.1    First Amendment of the West Bancorporation, Inc. 2021 Equity Incentive Plan (filed as Appendix A to West Bancorporation, Inc.'s Proxy Statement on Form DEF 14A filed with the Commission on March 5, 2024, and incorporated herein by reference)

5.1*    Opinion regarding legality of shares of West Bancorporation, Inc. common stock of Barack Ferrazzano Kirschbaum & Nagelberg LLP

23.1*    Consent of Barack Ferrazzano Kirschbaum & Nagelberg LLP (included as part of Exhibit 5.1)

23.2*    Consent of RSM US LLP

24.1*    Power of Attorney (included in the signature page hereto)

107*    Filing Fee Table

*    Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Des Moines, State of Iowa, on this 26th day of April, 2024.

WEST BANCORPORATION, INC.
By:	/s/ David D. Nelson
	Name: David D. Nelson
	Title: Chief Executive Officer, Director and President

POWERS OF ATTORNEY

Each of the undersigned officers and directors of West Bancorporation, Inc. hereby constitutes and appoints David D. Nelson and Jane M. Funk, and each of them individually (with full power to each of them to act alone), his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated below on April 26, 2024.

Signature	Title
/s/ David D. Nelson	Chief Executive Officer, Director and President (Principal Executive Officer)
David D. Nelson
/s/ Jane M. Funk	Executive Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer)
Jane M. Funk
/s/ Jane M. Funk	Executive Vice President, Treasurer and Chief Financial Officer (Principal Accounting Officer)
Jane M. Funk
/s/ George D. Milligan	Chair of the Board
George D. Milligan
/s/ Patrick J. Donovan	Director
Patrick J. Donovan
/s/ Lisa J. Elming	Director
Lisa J. Elming

Signature	Title
/s/ Steven K. Gaer	Director
Steven K. Gaer
/s/ Douglas R. Gulling	Director
Douglas R. Gulling
/s/ Sean P. McMurray	Director
Sean P. McMurray
/s/ James W. Noyce	Director
James W. Noyce
/s/ Rosemary Parson	Director
Rosemary Parson
/s/ Steven T. Schuler	Director
Steven T. Schuler
/s/ Therese M. Vaughan	Director
Therese M. Vaughan
/s/ Philip Jason Worth	Director
Philip Jason Worth

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

West Bancorporation, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Unit (2)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, no par value per share	Other	550,000	$16.51	$9,080,500	0.00014760	$1,340.28
Total Offering Amount							$1,340.28
Total Fee Offsets							—
Net Fee Due							$1,340.28

(1)This Registration Statement on Form S-8 covers: (i) 550,000 shares of common stock, no par value per share, of West Bancorporation, Inc. (the “Registrant”) issuable pursuant to the West Bancorporation, Inc. 2021 Equity Incentive Plan, as amended from time to time (the “Plan”); and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional shares that become issuable under the Plan by reason of any future stock dividend, stock split or other similar transaction.

(2)Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) of the Securities Act on the basis of the average of the high and low sale prices of the Registrant’s common stock as reported on the Nasdaq Global Market on April 19, 2024,which date is within five business days prior to the filing of this Registration Statement.

EX-5.1

EXHIBIT 5.1

April 26, 2024

West Bancorporation, Inc.

3330 Westown Parkway

West Des Moines, Iowa 50266

Re:    Registration Statement on Form S-8 of West Bancorporation, Inc.

Ladies and Gentlemen:

We have acted as special counsel to West Bancorporation, Inc., an Iowa corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of 550,000 shares (the “Shares”) of common stock, no par value per share, of the Company (the “Common Stock”), authorized for issuance under the West Bancorporation, Inc. 2021 Equity Incentive Plan, as amended from time to time (the “Plan”), as set forth in the Registration Statement on Form S-8 being filed with the Securities and Exchange Commission (the “Commission”) on April 26, 2024 (together with all exhibits thereto, the “Registration Statement”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

For the purposes of providing the opinion contained herein, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary. As to questions of fact material to this opinion letter, we have relied, with your approval, upon oral and written representations of officers and representatives of the Company and certificates or comparable documents of public officials and of officers and representatives of the Company. In our examination, we have assumed, without verification, the genuineness of all signatures, the proper execution of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, the authenticity of the originals of such documents and the legal competence of all signatories to such documents.

The opinions set forth herein are subject to the following assumptions, qualifications, limitations and exceptions being true and correct at or before the time of the delivery of any Shares issued pursuant to the Plan: (a) either certificates representing the Shares shall have been duly executed, countersigned and registered and duly delivered to the person entitled thereto against receipt of the agreed consideration therefor (in an amount not less than the par value thereof), or if any Share is to be issued in uncertificated form, the Company’s books shall reflect the issuance of such Share to the person entitled thereto against receipt of the agreed consideration therefor (in an amount not less than the par value thereof), all in accordance with the Plan; (b) the Registration Statement, and any amendments thereto (including post-effective amendments), shall have become effective under the Act, and such effectiveness shall not have

been terminated or rescinded; (c) the Shares shall have been issued in accordance with the Plan; and (d) the Company’s board of directors, or a duly authorized committee thereof, shall have duly authorized the issuance and sale of such Shares as contemplated by the Plan.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations set forth herein, it is our opinion that the Shares, when issued, will be validly issued, and subject to the restrictions imposed by the Plan, fully paid and nonassessable.

This opinion letter is limited to the laws of the State of Iowa, and we do not express any opinion as to the effect of the laws of any other jurisdiction.

We express no opinion with respect to any specific legal issues other than those explicitly addressed herein. We assume no obligation to update this opinion letter after the date that the Registration Statement initially becomes effective or otherwise advise you with respect to any facts or circumstances or changes in law that may occur or come to our attention after such date (even though the change may affect the legal conclusions stated in this opinion letter).

We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Barack Ferrazzano Kirschbaum & Nagelberg LLP

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of West Bancorporation, Inc. of our reports dated February 21, 2024, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of West Bancorporation, Inc., appearing in the Annual Report on Form 10-K/A of West Bancorporation, Inc. for the year ended December 31, 2023.

/s/ RSM US LLP

Des Moines, Iowa

April 25, 2024