Amendment No. 5 to Form S-1

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

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

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

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, check the following box ¨

The Registrant hereby amends this Registration 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 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares the registration statement effective. This prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities, in any state or jurisdiction where the offer or sale is not permitted.

We are a bank holding company based in Henderson, Nevada. We are offering 3,200,000 shares of our common stock in this firm commitment public underwritten offering. We anticipate that the public offering price will be between $22.00 and $24.00 per share.

Our shares are currently listed on the OTC Bulletin Board under the symbol SSBX.OB. We have applied to have our common stock listed for quotation on the Nasdaq Global Market under the trading symbol “SSBX.” The closing sales price of our common stock, on June 20, 2007, the latest practicable date, was $22.74 per share.

Investing in our common stock involves risks. Please read the “ Risk Factors” section beginning on page 10 for a discussion of factors that you should consider before you make your investment decision.

The underwriters also may purchase up to 480,000 additional shares from us at the public offering price, less the underwriting discount, within 30 days of the date of this prospectus to cover over-allotments.

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

These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

The underwriters expect to deliver the shares against payment in New York, New York on or about , 2007, subject to customary closing conditions.

You should rely only on the information contained in this prospectus or to which we have referred you. We and the underwriters have not authorized anyone to provide you with information that is different from that contained in this prospectus. This prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities offered hereby to any person in any jurisdiction in which such offer or solicitation would be unlawful. The information contained in this prospectus is accurate only as of the date of the prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock. The affairs of Silver State Bancorp and its subsidiaries including the business, financial condition, results of operations and other information included in this prospectus may have changed since that date.

SUMMARY

The following summary provides an overview of the key aspects of this offering and may not contain all the information that is important to you. To fully understand this offering, you should read this entire document carefully, including the section entitled “Risk Factors” and the consolidated financial statements and the notes to the consolidated financial statements, before making a decision to invest in our common stock. Unless the context suggests otherwise, references in this prospectus to “we,” “us,” “our” or “Silver State” refer to Silver State Bancorp and our subsidiaries.

Our Business

We are a bank holding company headquartered in Henderson, Nevada. We conduct our operations primarily through Silver State Bank, a Nevada-chartered commercial bank, and through Choice Bank, an Arizona-chartered commercial bank that we acquired on September 5, 2006. Through our bank subsidiaries we provide a wide range of banking and related services to locally owned businesses, professional firms, real estate developers and investors, local non-profit organizations, high net worth individuals and other consumers.

Silver State Bank was founded in 1996 by a group of individuals with extensive community banking experience. In 1999, through a bank holding company reorganization, Silver State Bank became the wholly-owned subsidiary of Silver State Bancorp. According to the most recent FDIC Deposit Market Share Report, as of June 30, 2006, Silver State Bank is the 11^th largest bank operating in the Las Vegas-Paradise metropolitan area measured by deposits with a deposit market share of 0.73%, and is the 14^th largest bank among all banks operating in Nevada with a deposit market share of 0.62%. As of March 31, 2007, Silver State Bank had $1.2 billion in assets, $1.0 billion in gross loans (excluding loans held for sale) and $1.0 billion in deposits. Silver State Bank has 10 full-service offices in the greater Las Vegas market area and we expect to open two additional full-service offices in this market area during the next 12 months and four additional full-service offices by the end of 2008.

Choice Bank is an Arizona-chartered commercial bank headquartered in Scottsdale, Arizona. As of March 31, 2007, Choice Bank had $185.4 million in assets, $143.9 million in gross loans (excluding loans held for sale) and $137.4 million in deposits. According to the most recent FDIC Deposit Market Share Report, as of June 30, 2006, Choice Bank is the 39^th largest bank in the Phoenix/Scottsdale market area with a deposit market share of 0.16%. Choice Bank has two full-service offices in the Phoenix/Scottsdale market area and we expect to open two additional full-service offices in this market area during the next 12 months.

In addition to its banking subsidiaries, Silver State Bank operates nine loan production offices, or LPOs, which are located in Utah, Colorado, Washington, Oregon, California and Florida. Our LPOs primarily originate SBA loans, which, for the most part, we sell in the secondary market. To a lesser extent, our LPOs also originate commercial real estate loans primarily for sale into the secondary market. Our LPOs are established and staffed around personnel who are experienced SBA loan producers in their geographic market. According to recent lending statistics, Silver State Bank is the leading SBA lender in the State of Nevada as ranked by dollar volume. During 2006, Silver State Bank originated and closed $127 million in SBA loans, and during the first quarter of 2007 Silver State Bank originated and closed $58 million in SBA loans.

On a consolidated basis, we had approximately $1.4 billion in assets, $1.2 billion in gross loans (excluding loans held for sale), $1.2 billion in deposits and $112.4 million in stockholders’ equity, as of March 31, 2007. As of March 31, 2007, 89.7% of our total loan portfolio was comprised of loans secured by real estate and, historically, the majority of our loans have been to businesses involved in construction or the acquisition and

development of real estate. Our lending activities historically have focused primarily on the following five areas, which as of March 31, 2007, comprised the percentages of our loan portfolio indicated:

•

Construction lending — 30.98%;

•

Land acquisition and development lending — 32.35%;

•

Commercial real estate lending — 15.10%;

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Commercial and industrial lending — 8.52%; and

•

Business lending through the Small Business Administration, or SBA — 5.88%.

With our acquisition of Choice Bank, we also added a complementary residential real estate loan origination platform to our business. As of March 31, 2007, 6.67% of our total loan portfolio was comprised of residential real estate loans.

As of March 31, 2007, 95.96% of our loan portfolio consisted of variable rate loans and 4.04% consisted of fixed rate loans. As of March 31, 2007, 57.29% of our loan portfolio consisted of short term loans (loans with contractual maturities of less than one year) and 42.71% consisted of long term loans (loans with contractual maturities of one year or more).

Our 20 largest depositors accounted for approximately 37.4% of our deposits and our five largest depositors accounted for approximately 26.7% of our deposits at March 31, 2007. We have provided loans to two of our 20 largest depositors at March 31, 2007. The total aggregate principal balance of these loans was $16.6 million at March 31, 2007. Our largest depositor as of March 31, 2007 accounted for 9.2% of our total deposits. Of our 20 largest depositors at March 31, 2007, two were related to each other (one of which is our largest depositor) representing 12.7% of our total deposits. Also, of our 20 largest depositors at March 31, 2007, four were entities affiliated with directors of Silver State Bank and Choice Bank representing 3.0% of our total deposits. Included among our 20 largest depositors are four depositors who as of March 31, 2007, accounted for $272.3 million, or 23.6%, of our deposits. These customer balances are considered for regulatory purposes to be brokered deposits.

Our executive office is located at 170 South Green Valley Parkway, Henderson, Nevada 89012. Our telephone number at this address is (702) 433-8300. Our website is www.silverstatebancorp.com. Information contained in, or accessible on, our website does not constitute a part of this prospectus.

Choice Bank Acquisition

We completed the acquisition of Choice Bank on September 5, 2006. The purchase price of this transaction, including the fair value of replacement stock options and acquisition costs, was $31.6 million. The cash consideration paid to Choice Bank stockholders was $28.7 million. Stock consideration was paid only to the option holders of Choice Bank in the form of replacement stock options. As part of the transaction, Choice Bank became a wholly owned subsidiary of Silver State Bancorp. At the time we acquired Choice Bank, it had approximately $138.1 million in assets, $103.5 million in deposits and $98.3 million in gross loans. Choice Bank was primarily a residential construction and residential mortgage lender. We believe that Choice Bank’s strength in residential real estate lending, in particular higher balance residential mortgage loans, and Silver State Bank’s strength in commercial lending has provided both of our subsidiary banks with an opportunity to learn from each other to build the product offerings of each bank.

We acquired Choice Bank primarily because of the success of our LPO in the Phoenix/Scottsdale market area, which provided us the opportunity to evaluate this market in a cost efficient manner. While Choice Bank has historically focused on residential construction and residential mortgage lending, we believe that the success of our LPO, when combined with the Choice Bank personnel, should provide us with a strong likelihood of success in generating deposits and deploying our commercial lending skills and experience.

Our Market Areas

We currently operate in what we believe to be several of the most attractive markets in the Western United States:

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Nevada. In Nevada, we operate in the greater Las Vegas market area.

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Arizona. In Arizona, we operate in the Phoenix/Scottsdale market area.

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SBA Lending. We view our SBA lending market to be Nevada and Arizona, in addition to Utah, Colorado, Washington, Oregon, California and Florida, where we currently have LPOs.

According to ESRI, a demographic information system technology firm, the greater Las Vegas market area, in terms of population growth, has been the fifth fastest growing metropolitan area in the United States in the last six years, having grown almost 34% since 2000, almost five times the national population growth rate. This population growth is expected to continue over the next five years, at a rate of 26%, which is almost four times the national rate. Household income growth has tracked population growth, having risen almost 24% in the last six years, and is expected to grow another 18% through 2011. The area’s economic strength is anchored by the gaming industry, as well as by the presence of five Fortune 500 companies headquartered in Las Vegas.

The Phoenix/Scottsdale market area is the largest metropolitan area by population in the state of Arizona. Eight of Arizona’s top ten businesses by revenue are headquartered in the Phoenix/Scottsdale market area, which is one of the reasons for the area’s rapid income growth. The Phoenix/Scottsdale market area currently has the highest household income and per capita income in the state — at $56,481 and $28,057, respectively. The median household income is 10% higher than the national average, and is projected to increase another 22% over the next five years. This rapid income and population growth has driven growth in the banking sector, with total deposits in this market area increasing by over 83%, from $30.7 billion in 2000 to $56.1 billion in 2006.

The rapid population growth in our markets and the resultant growth in the local economies has provided us and should continue to provide us with significant lending and deposit gathering opportunities in the future. The growth in the greater Las Vegas market area, our primary market, has been driven by a variety of factors, including a service economy associated with the hospitality and gaming industries, the historic availability of affordable housing, the lack of a state income tax, and a growing base of senior and retirement communities. Increased economic activity by individuals and accelerated infrastructure investments by businesses should generate additional demand for our products and services. For example, economic growth should produce additional commercial and residential development, providing us with greater lending opportunities. In addition, as per capita income continues to rise, there should be greater opportunities to provide a broader range of financial products and services.

We face intense competition both in making loans and attracting deposits. We compete primarily on the basis of the rates we pay on deposits and the rates and other terms we charge on the loans we originate, as well as the quality of our customer service. Our competition for loans comes principally from commercial banks, savings institutions, credit unions, finance companies and insurance companies operating locally and elsewhere. Our most direct competition for deposits comes from commercial banks, savings banks, savings and loan associations and credit unions. There are large national and regional financial institutions operating throughout our market areas, and we also face strong competition from other community-based financial institutions. According to the FDIC Deposit Market Share Report, as of June 30, 2006, our largest competitor in Nevada, measured by deposits, is Washington Mutual Bank, a federally chartered savings bank with a national presence, that has more than 58% of the deposit market share in Nevada. In addition, Silver State Bank’s five largest competitors (Washington Mutual Bank, Bank of America, Charles Schwab, Wells Fargo Bank, and Citibank Nevada), in the aggregate, have more than 84% of the deposit market share in Nevada. Each of these competitors is, or is affiliated with, a financial institution considered to be among the largest in the country with a national or

international presence. According to the FDIC Deposit Market Share Report, as of June 30, 2006, our largest competitor in Arizona, measured by deposits, is JPMorgan Chase Bank, a large commercial bank with a national and international presence, that has approximately 25% of the deposit market share in Arizona. In addition, Choice Bank’s eight largest competitors (JPMorgan Chase Bank, Bank of America, Wells Fargo Bank, National Bank of Arizona, Compass Bank, World Savings Bank, M&I Marshall & Ilsley Bank and First National Bank of Arizona), in the aggregate, have more than 82% of the deposit market share in Arizona.

During the fourth quarter of 2006, we began to experience some narrowing of our net interest margin reflecting competitive pricing pressure in both loans and deposits, which has resulted in overall lower interest rate spreads than in prior periods. The competitive pricing pressure has continued into the first five months of 2007. If the competition we experienced in the fourth quarter of 2006 and the first quarter of 2007 in the form of higher deposit rates offered by local financial institutions continues for the balance of 2007, it could have the effect of increasing our cost of funds to a level higher than we have experienced historically.

Our Operating Strategy

Our operating strategy has been to focus on the origination of construction loans and land acquisition and development loans for both commercial and residential projects, commercial real estate loans and commercial and industrial loans. Since the inception of Silver State Bank, the Las Vegas economy, and in particular the real estate market, has experienced significant growth that has increased the demand for our construction, land and commercial loan products. We believe that our experienced lending team has been instrumental in our growth in these areas because of their long standing relationships with local developers who have been very active in real estate construction and development. We also believe that our flexibility and personalized service to our commercial banking customers distinguishes us from other financial institutions operating in our market.

A key aspect of our current operating strategy is to leverage our real estate and commercial banking experience in the greater Las Vegas market area and replicate that business model in the Phoenix/Scottsdale market area. Our acquisition of Choice Bank has provided us an entry to this market and expands the banking services of our former LPO in this respect.

Our operating strategy has resulted in significant growth for Silver State Bancorp. Specifically, from December 31, 2002 to March 31, 2007, we increased:

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total assets from $378.6 million to $1.4 billion;

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gross loans from $287.1 million to $1.2 billion;

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total deposits from $290.9 million to $1.2 billion; and

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total stockholders’ equity from $22.0 million to $112.4 million.

The primary source of funding for our asset growth has been the generation of core deposits which we accomplished by a combination of competitive pricing for local deposits coupled with expansion of our branch system. We have added three new branch offices over the past five years in the greater Las Vegas market area. Our acquisition of Choice Bank provided us with an entry point into the Phoenix/Scottsdale market with its two branch offices and the opportunity to establish new branches in this market. We have also supplemented our deposit gathering through the use of borrowings, primarily from the Federal Home Loan Bank, or FHLB.

To support our asset growth we have pursued a strategy of growing and retaining our earnings, while supplementing capital through private placements of junior subordinated debt and common stock. In 2004, we raised $4.9 million of net proceeds through a private placement of common stock and in 2006 we raised $10.7 million through another private placement of common stock. We have also supplemented our regulatory capital through the issuance of junior subordinated debt to statutory trusts that have in turn privately issued trust

preferred securities. Trust preferred securities issued in connection with the junior subordinated debt generally qualify as Tier 1 capital for regulatory purposes within defined limits. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.” At March 31, 2007, we had $38.7 million outstanding of junior subordinated debt. In June of 2007, our Board of Directors authorized the Company to enter into a 90-day non-revolving term loan facility for up to $20.0 million prior to June 30, 2007. We have received an oral commitment with a signed term sheet for this loan facility from a large commercial bank and we intend to draw upon the full $20.0 million. The proceeds will be contributed as equity capital to Choice Bank and Silver State Bank in such amounts as to allow them to be deemed “well capitalized” for regulatory capital purposes as of June 30, 2007 without any reduction in assets. If Silver State Bank and Choice Bank fail to be deemed “well capitalized” at June 30, 2007, they each will incur increased premiums for deposit insurance and will be required to obtain FDIC approval to gather brokered deposits during such times as they are considered to be “adequately capitalized” for regulatory capital purposes. See “Supervision and Regulation — Bank Regulation — Insurance of Deposit Accounts” and “— Capital Standards.” Any amounts outstanding at the closing of this offering will be repaid in full with the proceeds of this offering.

Our earnings success has resulted from a strong net interest margin reflecting the attractive yields we earn on our loan products coupled with a strong focus on asset quality and operating efficiency. For the year ended December 31, 2006 and for the three months ended March 31, 2007, we had the following financial highlights:

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net interest margin of 6.2% and 5.7%, respectively;

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efficiency ratio of 44.0% and 47.8%, respectively; and

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non-performing assets to total assets of 0.07% and 0.02%, respectively.

Our Growth Strategy

We intend to continue to expand our business by building on our successful operating strategy in a two-pronged approach: (i) internal organic growth through market penetration and new branches and (ii) external growth through acquisitions and formation of new banks. We currently expect our growth in the greater Las Vegas and Phoenix/Scottsdale markets to be the result of organic growth, while growth in new markets will likely be achieved through acquisition and formation of new banks. Specifically, our growth strategy includes:

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In-market growth through the continued opening of additional new full service branches. We operate in what we believe to be two highly attractive markets with superior growth prospects. Both of our market areas have high per capita income and are expected to experience some of the fastest population growth in the country. We opened one new full-service branch in Nevada in 2006. During 2007, we expect to open two additional branches in Nevada and two additional branches in Arizona. We plan to open additional branches in 2008 and beyond as conditions permit in order to expand our funding base.

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Focusing on new markets with attractive growth prospects. We continuously evaluate new markets in the Western United States with similar growth characteristics as our primary markets as possible markets for expansion. We are currently looking to expand in Northern Nevada, Southern California and Utah, as we believe these markets are likely to experience significant growth in construction and land development. This growth and the impact it is likely to have in these markets should create demand for the type of lending that makes up our core competencies. We would expect to implement this aspect of our growth strategy through the formation of additional new banks or the acquisition of existing commercial banks in these markets.

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SBA Lending Growth. Our primary markets for SBA lending have been in the Western United States and, most recently, Florida through our SBA LPOs. We plan on opening new LPOs to capitalize on our SBA lending experience as opportunities arise. Our growth in new markets will be dependent on our ability to attract seasoned loan officers with experience and knowledge of the markets in which they operate.

Management

We have assembled a senior management team with great depth and breadth of experience in the financial services industry. Each of our executive officers has worked in the financial services industry for at least 17 years. The five most senior members of our management team, which includes our President and Chief Executive Officer, our Chief Operating and Chief Financial Officer, the President of Silver State Bank, our Executive Vice President — Commercial Real Estate Lending and our Executive Vice President — Credit Administrator, founded the institution or joined the institution shortly after inception. The most recent addition to our senior management team is our Chief Risk Officer, who has over 15 years of experience in various capacities at the Federal Deposit Insurance Corporation, or FDIC, including senior bank examiner.

Insider Ownership

Following the offering, our directors and executive officers, as a group, are expected to beneficially own approximately 31.0% of our outstanding common stock, including 72,500 shares expected to be purchased in this offering and options to purchase 341,250 shares exercisable under our stock option plans. Consequently, if they vote their shares in concert, they can significantly influence the outcome of all matters submitted to our stockholders for approval, including the election of directors. In addition, Linda Yanke, the mother-in-law of the Chairman of our Board, is expected to beneficially own approximately 14.5% of our outstanding common stock. The Compensation Committee recently commenced discussions regarding its intention to grant options to purchase not more than 100,000 shares of our common stock to our named executive officers at some point after completion of this offering and prior to the end of this fiscal year. No decisions have been made as to when any such grants would be made, the recipients of such grants or the amount of such grants to any individual or the executive officers as a group. If such options are granted, it would increase the amount and percentage of beneficial ownership of our common stock by our directors and executive officers. See “Principal Stockholder” and “Security Ownership of Management”.

The Offering

Common stock offered

3,200,000 shares⁽¹⁾

Common stock to be outstanding immediately after this offering

16,939,662 shares⁽²⁾

Use of proceeds

We estimate that our net proceeds from this offering will be approximately $66.3 million, or $76.5 million if the over-allotment is exercised in full by the underwriters, assuming an initial public offering price of $22.74 per share (based on the closing price of our common stock on June 20, 2007).

We expect to contribute approximately $30 million of the net proceeds to our bank subsidiaries, and will retain the remainder at our holding company. We will use the net offering proceeds for general corporate purposes, including but not limited to the repayment of any amounts outstanding under the proposed $20 million 90-day non-revolving term loan facility, the formation of additional new banks in new market areas with attractive growth prospects, the acquisition of other commercial banks or financial services companies, the addition of new branches in existing and contiguous markets and the development of additional products or services. Funds invested in our subsidiary banks will be used to support additional internal growth. We have no understandings, agreements or definitive plans concerning any specific markets or acquisitions. See “Use of Proceeds.”

Risk factors

See “Risk Factors” beginning on page 8 for a description of material risks related to an investment in our common stock.

Dividend policy

We have never declared or paid cash dividends on our common stock. For the foreseeable future, the board of directors intends to follow a policy of retaining earnings for the purpose of increasing our capital to support additional growth. See “Dividend Policy.”

Nasdaq Global Market symbol

We have applied to have our common stock listed for quotation on the Nasdaq Global Market under the trading symbol “SSBX.”

(1)	The number of shares offered assumes that the underwriters’ over-allotment option is not exercised. If the over-allotment option is exercised in full, we will issue and sell an additional 480,000 shares.

(2)

Based on shares of common stock outstanding as of May 31, 2007. Unless otherwise indicated, information contained in this prospectus regarding the number of shares of our common stock outstanding after this offering does not include an aggregate of up to 1,742,127 shares comprised of: up to 480,000 shares issuable by us upon exercise of the underwriters’ over-allotment option; 1,009,177 shares issuable upon the exercise of outstanding stock options with a weighted average exercise price of $11.57 per share; and an aggregate of 252,950 shares reserved for future issuance under our stock option plan.

Summary Consolidated Financial and Other Data

The summary information presented below at or for each of the years presented is derived in part from our audited consolidated financial statements. The following information is only a summary and you should read it in conjunction with our audited consolidated financial statements and notes beginning on page F-1. On September 5, 2006, we acquired Choice Bank. The results of operations for 2006 include the operations of Choice Bank for the period from September 5, 2006 to December 31, 2006.


	At or For the Three Months Ended March 31,				At or For the Years Ended December 31,
	2007		2006		2006		2005		2004		2003		2002
	(Dollars in thousands, except for share and per share data)
Selected Income Data:
Interest income	$	29,397	$	18,304	$	89,906	$	57,086	$	33,873	$	25,952	$	20,741
Interest expense		12,323		5,893		32,556		15,761		8,344		8,219		8,185

Net interest income		17,074		12,411		57,350		41,325		25,529		17,733		12,556
Provision for loans losses		1,330		600		2,821		2,350		1,750		2,325		1,266

Net interest income after provision for loan losses		15,744		11,811		54,529		38,975		23,779		15,408		11,290
Non-interest income		2,674		1,372		5,917		4,779		4,542		3,723		3,407
Non-interest expense		9,431		6,316		27,827		19,846		15,339		12,875		11,359

Income before income taxes		8,987		6,867		32,619		23,908		12,982		6,256		3,338
Provision for income taxes		3,399		2,424		11,743		8,281		4,464		2,155		1,093

Net income	$	5,588	$	4,443	$	20,876	$	15,627	$	8,518	$	4,101	$	2,245

Share Data:
Earnings per share — basic	$	0.41	$	0.35	$	1.58	$	1.27	$	0.72	$	0.44	$	0.24
Earnings per share — diluted		0.39		0.34		1.52		1.19		0.70		0.38		0.21
Book value per share		8.19		5.57		7.79		5.11		3.59		2.73		2.34
Tangible book value per share		6.74		5.57		6.33		5.11		3.59		2.73		2.34
Shares outstanding at period end⁽¹⁾		13,724,114		12,684,420		13,687,109		12,463,798		12,119,898		9,384,384		9,368,320
Weighted average shares outstanding — basic⁽¹⁾		13,696,855		12,613,539		13,173,918		12,353,391		11,831,392		9,321,920		9,653,936
Weighted average shares outstanding — diluted⁽¹⁾		14,170,469		13,220,640		13,750,641		13,153,299		12,194,508		10,774,384		10,699,984
Selected Balance Sheet Data:
Cash and cash equivalents	$	36,261	$	56,767	$	35,479	$	49,773	$	84,129	$	34,759	$	19,985
Investments and other securities		57,565		73,464		65,324		73,247		60,784		45,902		50,235
Loans held for sale		62,392		24,154		34,053		11,861		9,379		4,182		3,018
Gross loans, including net deferred loan fees		1,168,478		691,194		1,015,643		646,179		523,391		386,721		287,131
Allowance for loan losses		12,530		8,947		11,200		8,314		6,051		4,768		3,546
Assets		1,384,783		872,708		1,209,518		806,297		700,715		489,525		378,611
Deposits		1,151,226		724,667		986,271		645,465		572,330		392,441		290,892
Junior subordinated debt		38,661		18,042		38,661		18,042		18,042		12,887		7,500
Stockholders’ equity		112,399		70,704		106,628		63,694		43,450		25,665		21,957
Selected Other Balance Sheet Data:
Average assets	$	1,284,435	$	839,914	$	980,287	$	747,058	$	571,950	$	437,623	$	330,696
Average interest-earning assets		1,211,543		799,468		928,250		708,909		538,532		402,782		303,724
Average stockholders’ equity		109,905		67,887		88,016		52,710		36,979		23,133		20,834

(Notes on following page.)


	At or for the Three Months Ended March 31,				At or For the Years Ended December 31,
	2007		2006		2006		2005		2004		2003		2002
Selected Capital Ratios:
Leverage ratio	10.3	%	10.6	%	10.5	%	10.4	%	8.8	%	7.1	%	7.5	%
Tier 1 risk-based capital ratio	9.5		10.9		10.5		10.9		9.3		7.8		8.6
Total risk-based capital ratio	10.4		12.0		11.6		12.2		11.4		9.8		9.8
Selected Financial and Performance Data:
Return on average assets⁽²⁾	1.8	%	2.2	%	2.1	%	2.1	%	1.5	%	0.9	%	0.7	%
Return on average stockholders’ equity⁽²⁾	20.6		26.5		23.7		29.6		23.0		17.7		10.8
Net interest rate spread⁽²⁾⁽³⁾	4.9		5.3		5.2		5.0		4.2		4.0		3.6
Net interest margin⁽²⁾⁽⁴⁾	5.7		6.3		6.2		5.8		4.7		4.4		4.1
Efficiency ratio⁽⁵⁾	47.8		45.8		44.0		43.0		51.0		60.0		71.2
Loan to deposit ratio	101.5		95.4		103.0		100.1		91.4		98.5		98.7
Average earning assets to average interest-bearing liabilities	120.7		133.9		129.2		137.0		136.6		120.5		119.5
Average stockholders’ equity to average assets	8.6		8.1		9.0		7.1		6.5		5.3		6.3
Selected Asset Quality Ratios:
Non-performing loans to gross loans⁽⁶⁾	0.01	%	0.07	%	0.01	%	0.19	%	0.09	%	1.23	%	2.31	%
Non-performing assets to total assets⁽⁷⁾	0.02		0.07		0.07		0.15		0.15		0.97		1.76
Allowance for loan losses to gross loans	1.1		1.3		1.1		1.3		1.2		1.2		1.2
Allowance for loan losses to non-performing loans	9,789.1		1,860.1		8,484.8		683.2		1,276.6		100.5		53.4
Net charge-offs to average loans outstanding	—		—		0.07		0.01		0.11		0.33		0.01
Selected Other Data:
Number of full service branch offices	12		9		12		9		9		8		8

(1)	Reflects stock splits.

(2)	Annualized for the three months ended March 31, 2007 and 2006.

(3)	Net interest spread represents average yield earned on interest-earning assets less the average rate paid on interest-bearing liabilities.

(4)	Net interest margin represents net interest income as a percentage of average interest-earning assets.

(5)	Efficiency ratio represents non-interest expenses as a percentage of the total of net interest income plus non-interest income.

(6)	Non-performing loans are defined as loans that are past due 90 days or more plus loans placed in non-accrual status.

(7)	Non-performing assets include non-performing loans plus other real estate owned.

You should consider carefully the following risk factors before deciding whether to invest in our common stock. Our business could be harmed by any or all of these risks. The trading price of our common stock could decline significantly due to any of these risks, and you may lose all or part of your investment. In assessing these risks you should also refer to the other information contained in this prospectus, including our consolidated financial statements and related notes.

Our current primary market area is substantially dependent on gaming and tourism revenue, and a downturn in gaming or tourism could hurt our business and our prospects.

Our business is currently concentrated in the greater Las Vegas market area. The economy of the greater Las Vegas market area is unique in the United States for its level of dependence on services and industries related to gaming and tourism. Any event that negatively affects the gaming or tourism industry will adversely affect the Las Vegas economy.

Gaming and tourism revenue (whether or not such tourism is directly related to gaming) is vulnerable to fluctuations in the national economy. A prolonged downturn in the national economy could have a significant adverse effect on the economy of the Las Vegas area. Virtually any development or event that could dissuade travel or spending related to gaming and tourism, whether inside or outside of Las Vegas, could adversely affect the Las Vegas economy. In this regard, the Las Vegas economy is more susceptible than the economies of other cities to issues such as higher gasoline and other fuel prices, increased airfares, unemployment levels, recession, rising interest rates, and other economic conditions, whether domestic or foreign. Gaming and tourism are also susceptible to certain political conditions or events, such as military hostilities and acts of terrorism, whether domestic or foreign. A terrorist act, or the mere threat of a terrorist act, may adversely affect gaming and tourism and the Las Vegas economy and may cause substantial harm to our business.

In addition, Las Vegas competes with other areas of the country for gaming revenue, and it is possible that the expansion of gaming operations in other states, such as California, as a result of changes in laws or otherwise, or the expansion of gaming operations in other countries could significantly reduce gaming revenue in the Las Vegas area.

Although we have no substantial customer relationships in the gaming and tourism industries, a general downturn in the Las Vegas economy, could have an adverse effect on our customers and result in an increase in loan delinquencies and foreclosures, a reduction in the demand for our products and services and a reduction in the value of the collateral for our loans which could result in the reduction of a customer’s borrowing power, any of which could adversely affect our business, financial condition and results of operations.

The greater Las Vegas and Phoenix/Scottsdale economies each have grown dramatically during the past several years. The failure of these economies to sustain such growth in the future could seriously affect Silver State’s ability to grow.

Las Vegas and Phoenix, the primary markets in which we operate, each have experienced dramatic economic growth for many years, which has fueled a demand for our loans and deposit products. Failure to sustain this growth or deterioration in local, regional, national or global economic conditions could result in, among other things, an increase in loan delinquencies, a decrease in property values, a change in housing turnover rate or a reduction in the level of bank deposits. Particularly, a weakening of the real estate or employment market in the Las Vegas area (which is our single largest market), could result in an increase in the number of borrowers who default on their loans and a reduction in the value of the collateral securing their loans. These events could have an adverse effect on our profitability and asset quality.

Future development in the greater Las Vegas and Phoenix/Scottsdale areas may be subject to the availability of water. We cannot assure that governmental officials will not impose building moratoria, restrictive building requirements, water conservation measures, or other measures to address water shortages. Such restrictions could curtail future development, which has been a source of growth in our loan portfolio, or make living conditions less desirable than current conditions, which could reduce the influx of new residents from current levels and have an adverse effect on our ability to grow and generate loans.

Land values in Nevada are influenced by the amount of land sold by the federal Bureau of Land Management, which controls 87% of Nevada’s land, according to the Nevada State Office of the Bureau of Land Management. Changes to the federal Bureau of Land Management distribution policies on Nevada land could adversely affect the value of Nevada real estate, which in turn could have an adverse effect on our loan portfolio and our ability to generate loans in the future.

Changes in interest rates could adversely affect our results of operations and financial condition.

Our profitability is dependent to a large extent upon net interest income, which is the difference (or “spread”) between the interest earned on loans, securities and other interest-earning assets and interest paid on deposits, borrowings and other interest-bearing liabilities. Because of the differences in maturities and repricing characteristics of our interest-earning assets and interest-bearing liabilities, changes in interest rates do not produce equivalent changes in interest income earned on interest-earning assets and interest paid on interest-bearing liabilities. Accordingly, fluctuations in interest rates could adversely affect our interest rate spread, and, in turn, our profitability.

Changes in the interest rate environment can affect both our net interest income and our non-interest income. Floating rate loans, short-term borrowings and savings and time deposit rates are generally influenced by short-term rates. During 2006, the Board of Governors of the Federal Reserve System, or the Federal Reserve Board, raised the overnight borrowing, or the Federal funds rate, four times, for a total increase of 100 basis points since December 31, 2005, with the Federal funds rate ending the year at 5.25%. The Federal funds rate remained at 5.25% through the first quarter of 2007. Our prime lending rate had a corresponding increase, from 7.25% to 8.25%, resulting in an increase in the rates on floating rate loans as well as the rates on new fixed-rate loans. More significantly, the increase in short-term rates also resulted in increased funding costs, with short-term borrowings immediately repricing to higher rates and deposit rates, although more discretionary, increasing due to competitive pressures. Additionally, as rates increased customers shifted funds from lower rate core demand and savings accounts to fixed-rate certificates of deposit in order to lock in higher rates. This had a negative impact on our net interest income and net interest margin in the fourth quarter of 2006, in the first quarter of 2007 and in April and May of 2007. In addition, if interest rates remain stable over the short term, we would anticipate our deposits to reprice upward resulting in a continued negative impact on our net interest income and net interest margin.

In the future, our earnings may be adversely affected by a decrease in interest rates because 96% of our interest-earning assets are variable rate instruments that will reprice faster than our interest-bearing liabilities, which may result in further compression of our net interest margin. However, if interest rates increase, we anticipate that our profitability measured by net interest income and net interest margin would increase. As a result of our large percentage of variable rate loans, it is possible that during a period of rising interest rates the amount of interest charged to our customers may increase which, if coupled with an overall decline in customers’ cash flows from operations, could result in an increase in loan delinquencies and correspondingly result in an increase of our provision for loan losses.

Because we compete primarily on the basis of the interest rates we offer depositors and the terms of loans we offer borrowers, our margins could decrease if we are required to increase deposit rates or lower interest rates on loans in response to competitive pressures.

We face intense competition both in making loans and attracting deposits. The Las Vegas and Phoenix/Scottsdale market areas have a high concentration of financial institutions, many of which are branches of large

national and regional banks, which have resulted from the consolidation of the banking industry in our market areas and surrounding states. Some of these competitors have significantly greater resources than we do and may offer services that we do not provide such as trust and investment related services. Customers who seek “one stop shopping” may be drawn to these institutions.

We compete primarily on the basis of the rates we pay on deposits and the rates and other terms we charge on the loans we originate, as well as the quality of our customer service. Our competition for loans comes principally from commercial banks, savings institutions, credit unions, finance companies and insurance companies operating locally and elsewhere. Price competition for loans is expected to continue, and may intensify, as a result of additional de novo bank entrants into our marketplace and the pricing strategies of our larger competitors. Price competition for loans is expected to adversely affect the yields we can obtain on our loan portfolio. Price competition for deposits has adversely affected our ability to generate low cost core deposits in our primary market areas sufficient to fund our asset growth. As a result we have sought alternative funding through borrowings and may need to more aggressively price our deposit products resulting in an increase in our costs of funding and a reduction in our net interest margin.

Our most direct competition for deposits comes from commercial banks, savings banks, savings and loan associations and credit unions. There are large national and regional financial institutions operating throughout our market areas, and we also face strong competition from other community-based financial institutions. If interest rates continue to rise, we would expect to face additional significant competition for deposits from short-term money market funds and other corporate and government securities funds and from brokerage firms and insurance companies, in addition to national and regional financial institutions. To the extent the equity markets continue to improve, we would also expect significant competition from brokerage firms and mutual funds. Price competition for deposits might result in us attracting or retaining fewer deposits or paying more on our deposits.

During the fourth quarter of 2006 we began to experience some narrowing of our net interest margin reflecting competitive pricing pressure in both loans and deposits, which has resulted in overall lower interest rate spreads than in prior periods. The competitive pricing pressure has continued into the first quarter of 2007. If the competition we experienced in the fourth quarter of 2006 and the first quarter of 2007 in the form of higher deposit rates offered by local financial institutions continues for the balance of 2007, it could have the effect of increasing our cost of funds to a level higher than we have experienced historically, adversely affecting our net interest margin.

Our growth and expansion strategy may not prove to be successful and our market value and profitability may suffer.

Growth through acquisitions of banks or the organization of new banks in high-growth markets, including in markets outside of our current markets, represents an important component of our business strategy. At this time, we have no agreements or understandings to acquire any financial institutions or financial services providers. Any future acquisitions will be accompanied by the risks commonly encountered in acquisitions. These risks include, among other things:

We expect that competition for suitable acquisition candidates may be significant. We may compete with other banks or financial service companies with similar acquisition strategies, many of which are larger and have greater financial and other resources. We cannot assure you that we will be able to identify successfully and acquire suitable acquisition targets on acceptable terms and conditions.

In addition to the acquisition of existing financial institutions, we may consider the organization of new banks in new market areas. We do not have any current plan to organize a new bank. Any acquisition or organization of a new bank carries with it numerous risks, including the following:

We cannot assure you that we will be successful in overcoming these risks or any other problems encountered in connection with acquisitions and the organization of new banks. Our inability to overcome these risks could have an adverse effect on our ability to achieve our business strategy and maintain our market value and profitability growth.

If we continue to grow rapidly as planned, we may not be able to control costs and maintain our asset quality.

We expect to continue to grow our assets and deposits, the products and services which we offer and the scale of our operations, generally, both internally and through acquisitions. Our ability to manage our growth successfully will depend on our ability to maintain cost controls and asset quality while attracting additional loans and deposits on favorable terms. If we grow too quickly and are not able to control costs and maintain asset quality, this rapid growth could materially adversely affect our financial performance.

We may have difficulty managing our growth, which may divert resources and limit our ability to expand our operations successfully.

Our rapid growth has placed, and it may continue to place, significant demands on our operations and management. Our future success will depend on the ability of our officers and other key employees to continue to implement and improve our operational, credit, financial, management and other internal risk controls and processes and our reporting systems and procedures, and to manage a growing number of client relationships. We may not successfully implement improvements to our management information and control systems and control procedures and processes in an efficient or timely manner and may discover deficiencies in existing systems and controls. In particular, our controls and procedures must be able to accommodate an increase in expected loan volume and the infrastructure that comes with new branches and banks. Thus, our growth strategy may divert management from our existing businesses and may require us to incur additional expenditures to expand our administrative and operational infrastructure. If we are unable to manage future expansion in our operations, we may experience compliance and operational problems, have to slow the pace of growth, or have to incur additional expenditures beyond current projections to support such growth, any one of which could adversely affect our business.

Our growth could be hindered unless we are able to recruit additional qualified employees.

The markets in which we operate are experiencing a period of rapid growth, placing a premium on highly qualified employees in a number of industries, including the financial services industry. Our business plan includes, and is dependent upon, our hiring and retaining highly qualified and motivated executives and employees at every level, and, in particular, experienced loan officers and branch managers. We expect to experience substantial competition in our endeavor to identify, hire and retain the top-quality employees that we believe are key to our future success. If we are unable to hire and retain qualified employees, we may not be able to grow our franchise and successfully execute our business strategy.

Our business would be harmed if we lost the services of one or more of our senior management team or senior relationship bankers.

We believe that our success to date has been substantially dependent on our senior management team, which includes Corey L. Johnson, our President and Chief Executive Officer, Michael J. Threet, our Chief Operating and Chief Financial Officer, Calvin D. Regan, President of Silver State Bank, Douglas E. French, our Executive Vice President — Commercial Real Estate Lending, and certain of our senior relationship bankers. We also believe that our prospects for success in the future are dependent on retaining our senior management team and senior relationship bankers. In addition to their skills and experience as bankers, these persons provide us with extensive community ties upon which our competitive strategy is based. The loss of the services of any of these persons could have an adverse effect on our business if we are unable to replace them with equally qualified persons who are also familiar with our market areas. In particular, Mr. French has primary responsibility for managing borrowing relationships that generated loan fees totaling $3.4 million during 2006, representing 39% of our total loan fee income. Although the contribution to income attributable to Mr. French is expected to decline in future periods due to his taking on more management oversight responsibilities, we cannot assure you that we would continue to receive all or a substantial portion of the loan income previously attributable to Mr. French should his employment with the Company terminate.

We have a limited operating history and have not been through a variety of business cycles. This makes it difficult to evaluate our future prospects and may increase the risk that we will continue to be successful.

We began operations in 1996 and since that time the Las Vegas market has had 10 years of positive economic growth. As a result, we do not have an operating history during a variety of business cycles for you to evaluate in assessing our future prospects. You must consider our business and prospects in light of the risks and difficulties we will encounter if the Las Vegas and/or the Phoenix/Scottsdale economies experience a downturn. We may not be able to address these risks and difficulties successfully, which could materially harm our business and operating results. In particular, to the extent we were to experience a downturn in the local and regional economy following our rapid growth, our business, financial condition and results of operations may be adversely affected.

Changes in the regulation of financial services companies could adversely affect our business.

Proposals for further regulation of the financial services industry are continually being introduced in Congress and various state legislatures. The agencies regulating the financial services industry also periodically adopt changes to their regulations. It is possible that one or more legislative proposals may be adopted or regulatory changes may be made that would have an adverse effect on our business.

Many of our loans have been made recently, and in certain circumstances there is limited repayment history against which we can fully assess the adequacy of our allowance for loan losses. If our allowance for loan losses is not adequate to cover actual loan losses, our earnings will decrease.

The risk of nonpayment of loans is inherent in all lending activities, and nonpayment, if it occurs, may negatively affect our earnings and overall financial condition, as well as the value of our common stock. Also, some of our loans have been made over the last three years and in certain circumstances there is limited repayment history against which we can fully assess the adequacy of our allowance for loan losses. We make various assumptions and judgments about the collectibility of our loan portfolio and provide an allowance for loan losses based on several factors. If our assumptions are wrong, our allowance for loan losses may not be sufficient to cover our losses, which would have an adverse effect on our operating results. Additions to our allowance for loan losses decrease our net income. While we have not experienced any significant charge-offs or had large numbers of nonperforming loans, due to the significant increase in loans originated during this period we cannot assure you that we will not experience an increase in delinquencies and losses as these loans continue to mature. The actual amount of future provisions for loan losses cannot be determined at this time and may exceed the amounts of past provisions.

Our dependence on loans secured by real estate subjects us to risks relating to fluctuations in the real estate market and related interest rates, environmental risks and legislation that could result in significant additional costs and capital requirements that could adversely affect our assets and results of operations.

A significant portion of our loan portfolio is secured by real estate. Real estate served as the principal source of collateral with respect to approximately 90% of our loan portfolio at March 31, 2007 and approximately 89% of our loan portfolio at both December 31, 2006 and December 31, 2005. Our markets have experienced a sharp increase in real estate values in recent years, in part as the result of historically low interest rates. A decline in economic conditions or rising interest rates could have an adverse effect on the demand for new loans, the ability of borrowers to repay outstanding loans, the value of real estate and other collateral securing loans and the value of real estate owned by us, as well as our financial condition and results of operations in general and the market value of our common stock.

Acts of nature which may cause uninsured damage and other loss of value to real estate that secures these loans may also adversely affect our financial condition. In the course of business, we may acquire, through foreclosure, properties securing loans that are in default. In commercial real estate lending, there is a risk that hazardous substances could be discovered on these properties. In this event, we might be required to remove these substances from the affected properties at our sole cost and expense. The cost of this removal could substantially exceed the value of affected properties. We may not have adequate remedies against the prior owner or other responsible parties or could find it difficult or impossible to sell the affected properties, which could adversely affect our business, financial condition and operating results.

In December 2006, banking regulators issued guidance regarding high concentrations of real estate loans within bank lending portfolios. The guidance requires institutions that exceed certain levels of real estate lending to maintain higher capital ratios than institutions with lower concentrations, if they do not have appropriate risk management policies and practices in place. Although our management believes it has implemented appropriate risk management policies and practices, there are no guarantees that our regulators will reach the same conclusions at each examination. A contrary regulatory conclusion could adversely affect our business and result in a requirement for increased capital levels, and capital may not be available at that time.

Our concentration in real estate construction and land loans subjects us to risks such as inadequate security for repayment of those loans and fluctuations in the demand for those loans based on changes in the real estate market.

We have a high concentration in real estate construction and land loans. At March 31, 2007, approximately 33% of our lending portfolio was classified as real estate construction loans and 33% of our lending portfolio was classified as land loans, in each case including SBA loans. Construction lending involves additional risks when compared to permanent residential or commercial real estate lending because funds are advanced upon the security of the project, which is of uncertain value prior to its completion. Because of the uncertainties inherent in estimating construction costs, the market value of the completed project and the effects of governmental regulation of real property, it is relatively difficult to determine accurately the total funds required to complete a project and the related loan-to-value ratio. Construction lending also typically involves higher loan commitment levels than residential lending.

In addition, during the term of a construction loan, no payment from the borrower typically is required since the accumulated interest is added to the principal of the loan through an interest reserve. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project and the ability of the borrower to sell or lease the property or obtain permanent take-out financing, rather than the ability of the borrower or guarantor to repay principal and interest. If our appraisal of the value of the completed project proves to be overstated, we may have inadequate security for the repayment of the loan upon completion of construction and may incur a loss.

Land loans involve additional risks because the length of time from financing to completion of a development project is significantly longer than for a traditional construction loan, which makes them more

susceptible to declines in real estate values, declines in overall economic conditions which may delay the development of the land and changes in the political landscape that could affect the permitted and intended use of the land being financed. In addition, during this long period of time from financing to completion, the collateral does not generate any cash flow to support the debt service.

Our non-interest income is significantly affected by our continued ability to originate, sell and service SBA loans.

Our non-interest income is significantly affected by our ability to generate new SBA loans. Approximately 70% of our other non-interest income for 2006 was generated from the sale of loans, which primarily represented the sale of SBA loans. Increases in interest rates and changes in other economic conditions could result in decreased SBA loan demand as well as lower gains on sale.

SBA lending is a federal government created and administered program. As such, legislative and regulatory developments can affect the availability and funding of the program. This dependence on legislative funding and regulatory restrictions from time to time causes limitations and uncertainties with regard to the continuation of the program, with a resulting potential adverse financial effect on our business. Currently, the maximum limit on individual SBA 7A loans is $2 million. Any reduction in this level could adversely affect the volume of our business. Since our SBA business constitutes a significant portion of our lending program, our dependence on this government program and its periodic uncertainty relative to availability of the program funding and its general availability creates greater risk for our business than do more stable aspects of our business.

Our business is subject to liquidity risk, and changes in our source of funds may adversely affect our performance and financial condition by increasing our cost of funds.

Our ability to make loans is directly related to our ability to secure funding. Core deposits are our primary source of liquidity. We also use the national certificate of deposit, or CD, markets, which are generally CDs purchased by other financial institutions, and brokered CDs. Both the national CD market and brokered CDs are rate sensitive. We also rely on advances from the FHLB of San Francisco as a funding source. Payments of principal and interest on loans and sales and participations of eligible loans are also a primary source for our liquidity needs. Primary uses of funds include withdrawal of and interest payments on deposits, originations of loans and payment of operating expenses. Core deposits represent a significant source of low-cost funds. Alternative funding sources such as large balance time deposits or borrowings are a comparatively higher-cost source of funds. Liquidity risk arises from the inability to meet obligations when they come due or to manage unplanned decreases or changes in funding sources. Although we believe we can continue to pursue our core deposit funding strategy successfully, significant fluctuations in core deposit balances may adversely affect our financial condition and results of operations.

A large percentage of our deposits is attributable to a relatively small number of customers. Several of our large deposit customers have deposit balances that can fluctuate significantly. The loss of even a few of these customers or a significant decline in their deposit balances may have a material adverse effect on our liquidity and results of operations.

Our 20 largest depositors accounted for approximately 37.4% of our deposits and our five largest depositors accounted for approximately 26.7% of our deposits at March 31, 2007. We have provided loans to two of our 20 largest depositors at March 31, 2007. The total aggregate principal balance of these loans was $16.6 million at March 31, 2007. Our largest depositor as of March 31, 2007 accounted for 9.2% of our total deposits. Of our 20 largest depositors at March 31, 2007, two were related to each other (one of which is our largest depositor) representing 12.7% of our total deposits. Also, of our 20 largest depositors at March 31, 2007, four were entities affiliated with directors of Silver State Bank and Choice Bank representing 3.0% of our total deposits. As of any month ended in 2006 and for the three months ended March 31, 2007, we had up to three depositors who accounted for 5.0% of deposits at such times. The deposit terms offered to our 20 largest depositors are consistent with the terms offered to our other large depositors. Included among our 20 largest depositors are four depositors who as of March 31, 2007, accounted for $272.3 million, or 23.6%, of our deposits. The deposit balances of these four customers, which accounted for 23.6% of our deposits as of March 31, 2007, are considered for regulatory purposes to be brokered deposits, and constitute all our brokered deposits at that date.

Brokered deposits are generally considered to be deposits that have been received by us from a registered broker that is acting on behalf of that broker’s customer. Often, a broker will direct a customer’s deposits to the banking institution offering the highest interest rate available. Federal banking law and regulation places restrictions on depository institutions regarding brokered deposits because of the general concern that these deposits are at a greater risk of being withdrawn and placed on deposit at another institution offering a higher interest rate, thus posing liquidity risk for institutions that gather brokered deposits in significant amounts. The balances of our brokered deposits measured as of each month end from January 1, 2006 to March 31, 2007 have fluctuated, ranging from a high of $272.3 million, or 23.6% of total deposits to a low of $59.2 million, or 8.3%, of total deposits.

Due to the nature of our larger customers’ businesses, the deposit balances they maintain with us may fluctuate significantly from month to month resulting in the list of our largest depositors similarly changing. For example, our two related large depositors are large financial services companies that provide financing services to other financial service companies, securities clearing services to brokerage firms and brokerage services to a large number of commercial and individual customers. Additionally, two of our six largest depositors are title insurance companies. Part of the services these financial services companies and title insurance companies provide to their customers includes holding short term account balances to facilitate the ordinary course of business of these customers. The monies for these account balances are placed on deposit with us. Due to the short term nature of the deposit balances maintained by the customers of our large depositors, the deposit balances maintained with us tend to fluctuate.

The loss of one or more of our 20 largest customers, or a significant decline in the deposit balances due to ordinary course fluctuations related to these customers’ businesses, would adversely affect our liquidity and require us to raise deposit rates to attract new deposits, purchase federal funds or borrow funds on a short term basis to replace such deposits. Depending on the interest rate environment and competitive factors, low cost deposits may need to be replaced with higher cost funding, resulting in a decrease in net interest income and net income.

Our business and results of operations could be harmed due to litigation associated with the collapse of Southwest Exchange, Inc. or Southwest Exchange.

Southwest Exchange, a former customer of Silver State Bank, is currently under investigation for the loss of funds belonging to Southwest Exchange’s customers, which loss has been estimated in newspaper articles to exceed $100.0 million. Southwest Exchange maintained certain deposit accounts with Silver State Bank. Although Southwest Exchange did not maintain custody or escrow accounts at Silver State Bank in the name of or for the benefit of customers of Southwest Exchange, Silver State Bank may become involved in protracted litigation as a result of the activities of Southwest Exchange. We previously were named as a defendant in one such lawsuit and, by agreement of the plaintiff, were dismissed from the lawsuit without prejudice. We were also named in another complaint (along with 29 other defendants) alleging negligence and fraud claims. The amount in question in this lawsuit is approximately $4.9 million. That complaint was not served on Silver State Bank. In addition, we were recently named as a defendant in another action (along with 28 other named defendants), claiming causes of action for conversion, breach of fiduciary duty and negligence, and claiming Civil RICO violations. Silver State Bank has not been served with this complaint. The amount in question in this lawsuit is approximately $900,000. Silver State Bank was also recently named as a defendant in another similar action (along with 40 other named defendants), claiming causes of action for elder abuse, conversion, breach of fiduciary duty, negligence and constructive trust and claiming civil RICO violations and requesting damages. Silver State Bank has been served with this complaint. The amount in question in this lawsuit is approximately $2.5 million.

We believe the allegations against us in these lawsuits are without merit and we intend to vigorously defend these and any other future lawsuits pertaining to this matter. However, if we are not dismissed from these lawsuits or are included in other litigation regarding Southwest Exchange, our employees, officers and directors may be required to expend substantial amounts of time in connection with such litigations which will prevent them from concentrating on our normal business. In addition, we may be required to spend substantial sums on legal representation in connection with any such litigation.

Our Articles of Incorporation and Code of Bylaws and certain laws and regulations may prevent certain transactions, including a sale or merger of Silver State Bancorp, which may adversely affect the price of our common stock.

Provisions of our Articles of Incorporation and Code of Bylaws, federal regulations and various other factors may make it more difficult for companies or persons to acquire control of us without the consent of our Board of Directors. The factors that may discourage takeover attempts or make them more difficult include:

Our directors and executive officers own a significant portion of our common stock and can exert significant control over our business and corporate affairs.

Following the offering, our directors and executive officers, as a group, are expected to beneficially own approximately 31.0% of our outstanding common stock, including 72,500 shares expected to be purchased in this offering and options to purchase 341,250 shares exercisable under our stock option plans. Consequently, if they vote their shares in concert, they can significantly influence the outcome of all matters submitted to our stockholders for approval, including the election of directors. The interests of our officers and directors may conflict with the interests of other holders of our common stock, and they may take actions affecting our company with which you disagree. In addition, Linda Yanke, the mother-in-law of the Chairman of our Board, is expected to beneficially own approximately 14.5% of our outstanding common stock. The Compensation Committee recently commenced discussions regarding its intention to grant options to purchase not more than 100,000 shares of our common stock to our named executive officers at some point after completion of this

offering and prior to the end of this fiscal year. No decisions have been made as to when any such grants would be made, the recipients of such grants or the amount of such grants to any individual or the executive officers as a group. If such options are granted, it would increase the percentage of beneficial ownership of our common stock by our directors and executive officers. See “Principal Stockholders” and “Security Ownership of Management.”

Our banks’ ability to service our corporate debt and pay dividends is subject to regulatory limitations, which, to the extent we are not able to access those funds, may impair our ability to accomplish our growth strategy and pay our operating expenses.

We expect to use our earnings as capital for operations and expansion of our business. Silver State Bancorp is a legal entity separate and distinct from our subsidiary banks. Since we are a holding company with no significant assets other than the capital stock of our subsidiaries, we depend upon dividends from our subsidiaries for a substantial part of our revenue. Accordingly, our ability to pay dividends depends primarily upon the receipt of dividends or other capital distributions from our subsidiaries. Our subsidiaries’ ability to pay dividends to us is subject to, among other things, their earnings, financial condition and need for funds, as well as federal and state governmental policies and regulations applicable to us and each of those subsidiaries, which limit the amount that may be paid as dividends without prior approval. In addition, if any required payments on outstanding trust preferred securities are not made, we will be prohibited from paying dividends on our common stock.

As of March 31, 2007, Silver State Bank and Choice Bank were “adequately capitalized” for regulatory purposes. Therefore, as of March 31, 2007, Silver State Bank and Choice Bank had the unrestricted ability to pay dividends in an aggregate amount of approximately $20 million and to remain “adequately-capitalized.”

We currently do not pay a dividend on our common stock. For the foreseeable future, our Board of Directors intends to follow a policy of retaining earnings for the purpose of increasing our capital and supporting additional growth.

A substantial number of shares of our common stock will be eligible for sale in the near future, which could adversely affect our stock price and could impair our ability to raise capital through the sale of equity securities.

If our stockholders sell, or the market perceives that our stockholders intend to sell, substantial amounts of our common stock in the public market following this offering, the market price of our common stock could decline significantly. These sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price we deem appropriate. Upon completion of this offering, we will have outstanding approximately 16,939,662 shares of common stock. All of the shares sold in this offering will be freely tradable, except for any shares purchased by our affiliates, as that term is defined by Rule 144 under the Securities Act of 1933, as amended, or the Securities Act. We intend to file registration statements, on Forms S-8, under the Securities Act covering approximately 1.3 million shares of common stock reserved for issuance under our equity compensation plans. These registration statements are expected to be filed soon after the date of this prospectus and will automatically become effective upon filing. Approximately 5,020,173 shares of common stock, as well as 341,250 shares of common stock underlying our outstanding options held by our directors and executive officers, will be available for sale to the public 120 days after the date of this prospectus following the expiration of lock-up agreements with our directors and executive officers. As restrictions on resale imposed under the lock-up agreements end, the market price of our common stock could drop significantly if the holders of restricted shares sell them or are perceived by the market as intending to sell them. Although the lock-up agreements will have stated expiration dates, our directors and officers will be subject to other provisions of the securities laws that may limit their ability to sell shares.

We will retain broad discretion in using the net proceeds from this offering, and may not use the proceeds effectively.

Although we expect to use our earnings as capital for operations and expansion of our business, we have not designated the amount of net proceeds we will use for any particular purpose. Accordingly, our management will

retain broad discretion to allocate the net proceeds of this offering. The net proceeds may be applied in ways with which you and other investors in the offering may not agree. Moreover, our management may use the proceeds for corporate purposes that may not increase our market value or make us profitable. In addition, it may take us some time to deploy the proceeds from this offering effectively in accordance with our intended uses. Until the proceeds are effectively deployed, our return on equity and earnings per share may be negatively affected. Management’s failure to utilize the proceeds effectively could have an adverse effect on our business, financial condition and results of operations.

As a result of this offering, we will become a public reporting company subject to financial reporting and other requirements for which our accounting, internal audit and other management systems and resources may not be adequately prepared.

As a result of this offering, we will become subject to reporting and other obligations under the Securities Exchange Act of 1934, as amended, or the Exchange Act, including the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or SOX. Section 404 requires annual management assessment of the effectiveness of our internal controls over financial reporting and a report by our independent auditors addressing these assessments. These reporting and other obligations will place significant demands on our management, administrative, operational, internal audit and accounting resources. We anticipate that we will need to upgrade our reporting systems and procedures, implement additional financial and management controls, enhance our internal audit function, and hire additional accounting and finance staff. If we are unable to accomplish these objectives in a timely and effective fashion, our ability to comply with our financial reporting requirements and other rules that apply to reporting companies could be impaired. Any failure to maintain effective internal controls could have a material adverse effect on our business, operating results and stock price. In addition, expenses related to services rendered by our accountants, legal counsel and consultants will increase in order to ensure compliance with these laws and regulations.

A public trading market for our common stock may not develop or be maintained and our stock may trade below the initial public offering price.

Our common stock is currently quoted on the OTC Bulletin Board. Trading activity on the OTC Bulletin Board may lack the depth, liquidity and orderliness necessary to maintain a liquid market. Although we have applied to list our common stock for quotation on the Nasdaq Global Market under the symbol “SSBX,” an established and liquid trading market may not develop or continue if it does develop, and, after completion of this offering, our common stock may not trade at or above the public offering price. Accordingly, investors should consider the potential lack of liquidity and the long-term nature of an investment in our common stock prior to investing. Investors may not be able to sell their shares at or above the public offering price.

If you purchase shares of our common stock in this offering, you will experience immediate dilution of approximately 59% in the book value of your investment, in that our net tangible book value per share will be approximately $9.39, compared with an assumed offering price of $22.74 (based on the closing price of our common stock on June 20, 2007). Additionally, as of the date of this prospectus, we had outstanding options to purchase 1,009,177 shares at a weighted average exercise price of $11.57 per share. All of these options are held by our directors, executive officers and employees. The issuance of shares following the exercise of options will result in dilution of your ownership of our common stock.

This prospectus contains “forward-looking statements,” which may be identified by the use of such words as “may,” “believe,” “expect,” “intend,” “anticipate,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology. Examples of forward-looking statements include, but are not limited to, estimates with respect to our financial condition, results of operations, plans, objectives, future performance or expectations and business that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited to, those described in the “Risk Factors” section and the following:

Any or all of our forward-looking statements in this prospectus and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward-looking statement can be guaranteed. We do not intend to update any of the forward-looking statements after the date of this prospectus or to conform these statements to actual results. All forward-looking statements contained in this prospectus are expressly qualified by these cautionary statements.

The net offering proceeds will depend on the total number of shares of common stock sold in the offering, regulatory and market considerations, and the expenses incurred in connection with the offering. Although we will not be able to determine the actual net proceeds from the sale of the common stock until we complete the offering, we estimate the net proceeds to be $66.3 million, or $76.5 million if the underwriters exercise their over-allotment option, assuming an initial public offering price of $22.74 per share (based on the closing price of our common stock on June 20, 2007).

We expect to contribute approximately $30 million of the net proceeds to our bank subsidiaries, and will retain the remainder at our holding company. We will use the net offering proceeds for general corporate purposes, including but not limited to, the repayment of any amounts outstanding under the proposed $20 million 90-day non-revolving term loan facility, the formation of new banks in new market areas with attractive growth prospects, the acquisition of other commercial banks or financial services companies, the addition of new branches in existing and contiguous markets, and the development of additional products or services for new and existing customers. Funds invested in our subsidiary banks will be used to support additional internal growth. We currently have no present understandings or agreements or definitive plans concerning any specific acquisitions. Until the funds are utilized by our holding company or our subsidiary banks, the funds raised will be invested in short-term securities or federal funds sold.

Silver State Bancorp has never paid a cash dividend on its common stock. For the foreseeable future, the board of directors intends to follow a policy of retaining earnings for the purpose of increasing our capital to support additional growth.

The only funds available for the payment of dividends on our capital stock are cash and cash equivalents held by us, earnings from the investment of proceeds from the sale of common stock retained by us, dividends paid by Silver State Bank and Choice Bank to us, and borrowings. Silver State Bank and Choice Bank are prohibited from paying cash dividends to us if any such payment would reduce their capital below required capital levels.

Silver State Bank’s ability to pay dividends is governed by Nevada law and the regulations of the Nevada Financial Institutions Division. Choice Bank’s ability to pay dividends is governed by Arizona law and the regulations of the Arizona Department of Financial Institutions. Under Nevada law, Silver State Bank may not pay dividends unless the bank’s surplus fund, not including any initial surplus fund, equals the bank’s initial stockholders’ equity, including 10% of the previous year’s net profits, and the dividend would not reduce the bank’s stockholders’ equity below the initial stockholders’ equity of the bank or 6% of the total deposit liability of the bank.

Under Arizona law, Choice Bank may pay dividends on the same basis as any other Arizona corporation and a corporation may not make a distribution to stockholders, if to do so would render the corporation insolvent or unable to pay its debts as they become due. However, an Arizona bank may not declare a dividend, payable other than in the bank’s stock, out of capital surplus without required approval.

For more information regarding the capital distribution regulations applicable to Silver State Bank and Choice Bank and restrictions on the ability of Silver State Bank or Choice Bank to lend funds or make other payments to Silver State Bancorp, see “Supervision and Regulation — Capital Standards — Dividends.”

Our common stock is currently listed on the OTC Bulletin Board under the symbol “SSBX.OB.” In connection with this offering we are applying to have our common stock quoted on the Nasdaq Global Market under the symbol “SSBX.” We currently have 13 market makers.

At the close of business on May 31, 2007, there were 13,739,662 shares outstanding. The following table sets forth for the periods indicated the high and low sales prices per share of our common stock as reported by the OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions.

On December 13, 2006, the business day immediately preceding the public announcement of the proposed offering, the closing price of our common stock, as reported on the OTC Bulletin Board, was $23.75 per share. On June 20, 2007, the closing price of our common stock was $22.74 per share and there were approximately 250 holders of record of our common stock.

The following table presents our consolidated capitalization and regulatory capital ratios at March 31, 2007. Our capitalization is presented on an actual and on an as adjusted basis, assuming the offering had been completed on March 31, 2007 based on the following assumptions:

The table below should be read in conjunction with our consolidated financial statements and related notes that are included in this prospectus. A change in the number of shares sold in the offering may affect materially the capitalization.

Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of our common stock in this offering and the net tangible book value per share of common stock immediately after this offering. Net tangible book value per share represents the amount of total tangible assets less total liabilities, divided by the number of outstanding shares of common stock. Our net tangible book value as of March 31, 2007 was $92.5 million, or $6.74 per share, based on the number of shares of common stock outstanding as of March 31, 2007.

After giving effect to the sale of the 3,200,000 shares of our common stock to be sold by us in this offering at an initial public offering price of $22.74 per share (based on the closing price of our common stock on June 20, 2007), and after deducting underwriting discounts and commissions and estimated offering expenses, our pro forma as adjusted net tangible book value at March 31, 2007 would have been approximately $158.8 million, or $9.39 per share. This amount represents an immediate increase in pro forma net tangible book value of $2.65 per share to existing stockholders and an immediate dilution of $13.35 per share to new investors. The dilution to investors in this offering is illustrated in the following table:

The following table sets forth, as of March 31, 2007, on an adjusted basis as described above, the difference between the number of shares of common stock purchased from us by our existing stockholders and to be purchased from us by new investors in this offering, the aggregate cash consideration paid by our existing stockholders and to be paid by new investors in this offering and the average price per share paid by existing stockholders and to be paid by new investors in this offering. The table below is based upon an initial public offering price of $22.74 per share (based on the closing price of our common stock on June 20, 2007) before deducting estimated underwriting discounts and commissions and our estimated offering expenses.

If the underwriters exercise their over-allotment option in full, our existing stockholders would own approximately 79% and our new investors would own approximately 21% of the total number of shares of our common stock outstanding after this offering.

The foregoing discussion and tables assume no exercise of stock options outstanding immediately following this offering. As of March 31, 2007, there were 1,022,950 shares of common stock issuable upon the exercise of outstanding stock options at a weighted average exercise price of $11.38 per share. To the extent that any of these options are exercised there may be further dilution to new investors. In addition, you will incur additional dilution if we grant options, restricted stock or other rights to purchase our common stock in the future with exercise prices below the initial public offering price. The Compensation Committee recently commenced discussions regarding its intention to grant options to purchase not more than 100,000 shares of our common stock to our named executive officers at some point after completion of this offering and prior to the end of this fiscal year. No decisions have been made as to when any such grants would be made, the recipients of such grants or the amount of such grants to any individual or the executive officers as a group.

This discussion and analysis reflects Silver State Bancorp’s financial statements and other relevant statistical data and is intended to enhance your understanding of our financial condition and results of operations. You should read the information in this section in conjunction with Silver State Bancorp’s Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements beginning on page F-1 of this prospectus, and the other statistical data provided elsewhere in this prospectus. Unless otherwise indicated, the financial information presented in this section reflects the consolidated financial condition and operations of Silver State Bancorp.

We are a Nevada corporation formed on January 21, 1999 to acquire all of the issued and outstanding stock of Silver State Bank and to engage in the business of a bank holding company under the BHC Act of 1956, as amended. Silver State Bank was formed in July, 1996, as a commercial bank headquartered in Henderson, Nevada. On September 5, 2006 we acquired Choice Bank. Choice Bank is an Arizona state-chartered bank that was formed on January 28, 2002.

We provide a variety of loans to our customers, including construction and land loans, commercial real estate loans, commercial and industrial loans, SBA loans and to a lesser extent, residential real estate and consumer loans. We fund our loans primarily with locally generated deposits and borrowings to the extent needed.

Since commencing business, Silver State Bank has grown from one location in Henderson, Nevada to 10 branches in the greater Las Vegas market area. In 2006 we opened one new branch office and, on September 5, 2006, we acquired Choice Bank, with two branches in the greater Phoenix/Scottsdale market area. With the acquisition of Choice Bank, we became a multi-bank holding company and plan to continue operating both Choice Bank and Silver State Bank as separate bank subsidiaries for the foreseeable future. On November 16, 2006, we completed a systems and data conversion of Choice Bank. In addition, with our oversight, Choice Bank has modified its operating policies and procedures to conform to those of Silver State Bank. However, Choice Bank continues to review and establish its own lending limits as an entity and with respect to its individual loan officers.

While maintaining strong asset quality and improving profitability, we have sustained substantial asset growth since we opened. As of December 31, 2006 our ratio of non-performing assets to total assets of 0.07% and as of March 31, 2007 our ratio of non-performing assets to total assets was 0.02%. For the year ended 2006 our ratio of net charge-offs to average loans outstanding was 0.07% and for the three month period ended March 31, 2007 we had net charge-offs to average loans outstanding was 0.00%. The expansion of our construction, land acquisition and development and commercial and industrial lending has been the primary element of our growth. The primary source of funding for our asset growth has been the generation of core deposits which we accomplished by a combination of competitive pricing for local deposits coupled with expansion of our branch system. We have added three new branch offices over the past five years in the greater Las Vegas market area. Our acquisition of Choice Bank provided us with two new branch offices, an entry point into the Phoenix/Scottsdale market and the opportunity to expand our banking presence. We have also supplemented our deposit gathering through the use of borrowings, primarily from the FHLB.

We expect to fund our internal growth in the Nevada and Arizona markets by opening new branches and exploring additional acquisitions in new markets as they become available. During 2007, we expect to open two additional branches in Nevada and two additional branches in Arizona. We also expect to open four additional branches in Nevada during 2008, and plan to open additional branches in both markets in 2008 and beyond as conditions permit. We estimate that the cost of opening the four branches in 2007 will be approximately $4.5 million.

Our ability to continue to generate rapid internal growth and to take advantage of acquisition opportunities will be affected by our continued profitability, our ability to raise capital in this public offering, and our access to the capital markets in general. In 2004, we raised $4.9 million of net proceeds through a private placement of common stock and in 2006 we raised $10.7 million through another private placement of common stock. We have also added to regulatory capital through the issuance of junior subordinated debt to statutory trusts that have in turn privately issued trust preferred securities. The junior subordinated debt securities are generally included in Tier 1 capital for regulatory purposes. At March 31, 2007, we had $38.7 million outstanding of junior subordinated debt.

Our results of operations are largely dependent on net interest income. Net interest income is the difference between interest income we earn on interest-earning assets, which are comprised primarily of construction, land development and commercial real estate loans, and to a lesser extent commercial business, residential and consumer loans, and the interest we pay on our interest-bearing liabilities, which are primarily deposits and, to a lesser extent, other borrowings. Management strives to match the re-pricing characteristics of the interest-earning assets and interest-bearing liabilities to protect net interest income from changes in market interest rates and changes in the shape of the yield curve.

Net income during the first three months of 2007 increased by $1.1 million, or 25.8% primarily due to an increase in the average balance of our loan portfolio compared to the first three months of 2006. This increase was offset in part by a decrease in our net interest margin compared to the first three months of 2006. The decrease in the net interest margin for 2007 was the result of an increase in funding costs, specifically increases in deposit rates.

Net income during 2006 was affected by an increase in our net interest margin compared to 2005. The increase in the net interest margin for 2006 was the result of the increase in yields in all categories of our loan portfolio, reflective of an overall higher interest rate environment, while our cost of funds repriced more slowly. However, during the fourth quarter of 2006 we began to experience some narrowing of our net interest margin reflecting competitive pricing pressure in both loans and deposits, which has resulted in overall lower interest rate spreads than in prior periods. The competitive pricing pressure has continued into the first five months of 2007.

If the competition we experienced in the fourth quarter of 2006 and the first five months of 2007 in the form of higher deposit rates offered by local financial institutions, several of which are affiliated with significantly larger national and international financial institutions, continues for the balance of 2007, it could have the effect of increasing our cost of funds to a level higher than we have experienced historically. We continue to utilize FHLB advances and other wholesale funding sources to supplement our local sources of funds and as a means to lower our overall cost of funds.

We also have experienced strong competition in making loans in the form of intense pricing pressure on the interest rates we offer. To date, we have been successful in responding to this competition as evidenced by our loan portfolio growth and the increase in the average yield on our loan portfolio. However, price competition for loans is expected to continue, and may intensify, as a result of additional de novo bank entrants into our marketplace and the pricing strategies of our larger competitors. Price competition for loans is expected to have an adverse impact on the yields we can obtain on our loan portfolio.

Non-interest income for 2006 as compared to 2005, and for the three months ended March 31, 2007, compared to the three months ended March 31, 2006, continued to increase due to the gain on sale of loans, primarily consisting of SBA loans. Non-interest expense also continued to increase primarily due to the overall growth of our institution, which has required us to hire additional employees and add properties for new branches. In addition, non-interest expense for 2006 also increased due to the construction of our new administrative center. The increase is also attributable to accounting and legal fees associated with the increased size and complexity of the company.

Our future performance will depend on many factors including economic conditions, changes in interest rates, increasing competition for deposits and quality loans, and regulatory compliance burdens. We believe that

the impact from the national decline in sales of existing homes and in the median price of homes will be minimal on our future financial condition. Residential real estate loans represent 6.7% of our loan portfolio as of March 31, 2007, and we do not anticipate significantly increasing the percentage of residential home lending in the future. We believe the housing market should stabilize in our primary market areas within the next 12 to 18 months given continued solid in-migration and sharply decreased new home supply. Our primary lending businesses have not been adversely affected by the general decline in the residential housing market. Approximately 58% of our residential real estate loans as of March 31, 2007 are attributed to originations by Choice Bank. Choice Bank has developed a core competency in residential mortgage loans with principal balances in excess of the Federal National Mortgage Association single-family limit of $417,000 (commonly referred to as “non-conforming” or “jumbo” loans). We do not engage in sub-prime mortgage lending, which has been the riskiest sector of the residential housing market.

In the future, our earnings may be adversely affected by a decrease in interest rates because approximately 96% of our interest-earning assets are variable rate instruments that will reprice faster than our interest-bearing liabilities, which may result in further compression of our net interest margin. However, if interest rates increase, we anticipate that our profitability measured by net interest income and net interest margin would increase. As a result of our large percentage of variable rate loans, it is possible that during a period of rising interest rates the amount of interest charged to our customers may increase which, if coupled with an overall decline in those customers’ cash flows from operations, could result in an increase in loan delinquencies and correspondingly result in an increase in our provision for loan losses. Additionally, approximately 57% of our loan portfolio have maturities of less than one year, of which $293.1 million, or 25%, are construction loans that would need to be replaced with new construction loans in order to maintain and grow that portfolio. We have been successful in doing so due primarily to the strength of the real estate and construction market in the greater Las Vegas market area. Historically, we have been successful in renewing loans with our commercial borrowers on a regular basis, as evidenced by our history of significant loan growth. However, in the event of an economic downturn or a significant increase in interest rates we may not achieve the same success at renewing our short term loans, which would have an adverse impact on our results of operations.

Our 20 largest depositors accounted for approximately 37.4% of our deposits and our five largest depositors accounted for approximately 26.7% of our deposits at March 31, 2007. Our largest depositor as of March 31, 2007 accounted for 9.2% of our total deposits. Of our 20 largest depositors at March 31, 2007, two were related to each other (one of which is our largest depositor) representing 12.7% of our total deposits. Also, of our 20 largest depositors at March 31, 2007, four were entities affiliated with directors of Silver State Bank and Choice Bank representing 3.0% of our total deposits. Included among our 20 largest depositors are four depositors who as of March 31, 2007, accounted for $272.3 million, or 23.6%, of our deposits. The deposit balances of these four customers, which accounted for 23.6% of our deposits as of March 31, 2007, are considered for regulatory purposes to be brokered deposits, and constitute all our brokered deposits at that date. Brokered deposits are generally considered to be deposits that have been received by us from a registered broker that is acting on behalf of that broker’s customer. Often, a broker will direct a customer’s deposits to the banking institution offering the highest interest rate available. Federal banking law and regulation places restrictions on depository institutions regarding brokered deposits because of the general concern that these deposits are at a greater risk of being withdrawn and placed on deposit at another institution offering a higher interest rate, thus posing liquidity risk for institutions that gather brokered deposits in significant amounts. The balances of our brokered deposits measured as of each month end from January 1, 2006 to March 31, 2007 have fluctuated, ranging from a high of $272.3 million, or 23.6% of total deposits to a low of $59.2 million, or 8.3% of total deposits.

business of these customers. The monies for these account balances are placed on deposit with us. Due to the short term nature of the deposit balances maintained by the customers of our large depositors, the deposit balances maintained with us tend to fluctuate.

The loss of one or more of our largest 20 customers, or a significant decline in the deposit balances due to ordinary course fluctuations related to these customers’ businesses, would adversely affect our liquidity and require us to raise deposit rates to attract new deposits, purchase federal funds or borrow funds on a short term basis to replace such deposits. Depending on the interest rate environment and competitive factors, low cost deposits may need to be replaced with higher cost funding, resulting in a decrease in net interest income and net income.

We believe that other non-interest expense items, including professional expenses and other costs related to compliance with the reporting requirements of the United States securities laws and compliance with the SOX, will increase significantly after we become a publicly traded company.

We believe that we are positioned for expansion within our market areas and that by expanding our presence, continuing to diversify our geographic sources of income, growing our deposit relationships, and maintaining our operating efficiency, we will be able to increase our profitability and enhance our franchise value.

In June of 2007, our Board of Directors authorized the Company to enter into a 90-day non-revolving term loan facility for up to $20.0 million prior to June 30, 2007. We have received an oral commitment with a signed term sheet for this loan facility from a large commercial bank and we intend to draw upon the full $20.0 million. The proceeds will be contributed as equity capital to Choice Bank and Silver State Bank in such amounts as to allow them to be deemed “well capitalized” for regulatory capital purposes as of June 30, 2007 without any reduction in assets. The FDIC determines the applicable insurance premium for each bank each quarter, based in part, on the bank’s regulatory capital classification as of each quarter end. If Silver State Bank and Choice Bank fail to be deemed “well capitalized” at June 30, 2007, they each will incur increased premiums for deposit insurance, Silver State Bank and Choice Bank also will be required to obtain FDIC approval to gather brokered deposits during such times as they are considered to be “adequately capitalized” for regulatory capital purposes. See “Supervision and Regulation—Bank Regulation—Insurance of Deposit Accounts” and “—Capital Standards.” Any amounts outstanding at the closing of this offering will be repaid in full with the proceeds of this offering.

Comparison of Financial Condition at December 31, 2006 and December 31, 2005 and at March 31, 2007 and December 31, 2006

Assets. Our total assets increased $403.2 million, or 50%, to $1.2 billion at December 31, 2006 as compared to $806.3 million at December 31, 2005. This increase was due primarily to internally generated loan growth at Silver State Bank. Total assets also increased $138.1 million during 2006 as a result of our acquisition of Choice Bank, which closed on September 5, 2006. Choice Bank’s total assets as of December 31, 2006 were $165.3 million. Our overall growth was supported by a private placement of common stock in the second quarter of 2006 resulting in net proceeds of $10.7 million and the issuance of $20.6 million of junior subordinated debt in the second half of 2006.

Our total assets increased $175.3 million, or 14%, to $1.4 billion at March 31, 2007 as compared to $1.2 billion at December 31, 2006. The increase is due primarily to internally generated loan growth.

Loans. Total loans were $1.0 billion at December 31, 2006, an increase of $369.5 million, or 57.2%, from $646.2 million on December 31, 2005. Construction and land loans made up a majority of the increase in our loans in 2006. Commercial real estate and commercial and industrial loans also increased. This growth was due in part to the addition of key loan officers in 2005 and 2006. Total loans acquired as a result of the Choice Bank acquisition were $98.3 million, primarily consisting of one- to four-family family residential loans and residential construction loans. Total loans at Choice Bank as of December 31, 2006 were $123.6 million.

Total loans were $1.2 billion at March 31, 2007, an increase of $152.8 million, or 15.0% from December 31, 2006. The majority of the loan growth was in construction and land loans, attributable to the reasons stated above pertaining to 2006.

The allowance for loan losses was 1.10% of gross loans at December 31, 2006 compared to 1.29% at December 31, 2005. The decrease in the percentage of allowance for loan losses to gross loans is primarily due to a change in the nature and composition of the allowance as a result of the company’s Arizona operation and a decrease in nonperforming loans. Net loan charge-offs were $598,000 for 2006. We had $132,000 in total non-performing loans at December 31, 2006 compared to $1.2 million at December 31, 2005.

The allowance for loan losses was 1.07% of gross loans at March 31, 2007 compared to 1.10% at December 31, 2006. Net loan charge-offs were zero for the quarter. We had $128,000 in total non-performing loans at March 31, 2007 compared to $132,000 at December 31, 2006.

Securities. Our investment portfolio consists mainly of AAA rated US government agency securities. Our securities are all classified as “available-for-sale” and are reported at fair value, with unrealized gains and losses excluded from earnings and instead reported as a separate component of stockholders’ equity.

At December 31, 2006 securities totaled $65.3 million, a decrease of $7.9 million, or 10.8%, from $73.2 million on December 31, 2005. The decrease in our securities portfolio was primarily due to strong demand for our loan products, which have a higher yield than investment securities. At December 31, 2006, most of our securities had a contractual maturity date of five years or less. These medium to short-term maturities are consistent with our current primary focus and strategy to grow the loan portfolio while using our investment portfolio primarily for liquidity purposes.

At March 31, 2007 securities totaled $57.6 million, a decrease of $7.7 million or 11.8%, from $65.3 million on December 31, 2006. The decrease in our securities portfolio was primarily again due to strong loan demand. At March 31, 2007, most of our securities had a contractual maturity of five years or less.

Premises and Equipment. Our premises and equipment totaled $32.0 million at December 31, 2006, an increase of $12.0 million, or 60.3%, from $20.0 million at December 31, 2005. This increase was primarily due to the completion of our new administrative facility during 2006, the opening of one new branch and the property and equipment obtained in the acquisition of Choice Bank.

Our premises and equipment totaled $32.1 million at March 31, 2007 compared to $32.0 million at December 31, 2006.

Goodwill. Our goodwill totaled $18.9 million at December 31, 2006 compared to no goodwill or other intangible assets at December 31, 2005. The goodwill at year-end 2006 represents the primary intangible asset arising from the acquisition of Choice Bank. Our goodwill decreased to $18.8 million at March 31, 2007 due to an adjustment made in finalization of the purchase price allocation related to the acquisition of Choice Bank. In addition, the acquisition of Choice Bank resulted in a core deposit intangible which, as of March 31, 2007 and December 31, 2006, amounted to $1.1 million.

Cash and Cash Equivalents. Cash and cash equivalents totaled $35.5 million at December 31, 2006, a decrease of $14.3 million, or 28.7%, from $49.8 million at December 31, 2005. The decrease in cash and cash equivalents was primarily due to the acquisition of Choice Bank. We completed the acquisition of Choice Bank on September 5, 2006. The purchase price for this transaction, including fair value of replacement stock options and acquisition costs, was $31.6 million. The cash consideration paid to Choice Bank stockholders was $28.7 million. No stock consideration was paid other than the replacement stock options. Our focus for the past several years has been to maintain sufficient liquidity not only to satisfy daily operational cash flow needs as they arise from our deposit and administrative activities, but also to allow for adequate loan funding needs as they arise. We generally attempt to limit our cash and cash equivalents by investing our excess liquidity in higher yielding assets such as loans, securities or federal funds sold. See “—Liquidity and Capital Resources.”

Cash and cash equivalents (consisting of cash and due from banks and federal funds sold), totaled $36.3 million at March 31, 2007, an increase of $800,000, or 2.3% from $35.5 million at December 31, 2006.

Deposits. Total deposits were $986.3 million at December 31, 2006, an increase of $340.8 million or 52.8% from December 31, 2005. An increase in interest-bearing deposits was the primary reason for the increase in our deposits during 2006. Interest-bearing checking accounts increased $141.2 million, or 48.08%, to $434.9 million at December 31, 2006 from $293.7 million at December 31, 2005. Time deposits also increased $203.9 million, or 128.9%, to $362.1 million at December 31, 2006 from $158.2 million at December 31, 2005. These increases were driven by higher rates offered on our deposits and an increased focus on generating deposits from our existing customers. We also believe our deposit gathering efforts benefited from the establishment and maturation of our branch network. Total deposits also increased $103.5 million as a result of the Choice Bank acquisition. Total deposits at Choice Bank on December 31, 2006 were $129.4 million.

Total deposits were $1.2 billion at March 31, 2007, an increase of $165.0 million, or 16.7% from December 31, 2006. An increase in interest-bearing deposits was the primary reason for the increase in our deposits during the first quarter of 2007. Interest bearing checking accounts increased $87.7 million, or 20.2%, to $522.6 million from $434.9 million at December 31, 2006. Time deposits also increased $70.1 million, or 19.4% to $432.2 million at March 31, 2007 from $362.1 million at December 31, 2006. These increases were primarily due to the reasons stated above pertaining to 2006.

Borrowings. At December 31, 2006, we had $58.0 million in advances from the FHLB, $50.0 million of which were classified as long term borrowings and $8.0 million of which were classified as short term borrowings. Total borrowings from the FHLB have increased $4.0 million, or 7.41%, to $58.0 million at December 31, 2006 from $54.0 million at December 31, 2005.

At March 31, 2007, we had $70.0 million in advances from the FHLB, $50.0 million of which were classified as long term borrowings and $20.0 million of which were classified as short term borrowings. Total borrowings from the FHLB increased $12.0 million, or 20.7%, to $70.0 million at March 31, 2007. As competition for deposits continues to increase, we anticipate further reliance on FHLB borrowings to supplement the funding of our asset growth. As of March 31, 2007, our remaining borrowing capacity at the FHLB was $16.5 million.

Junior Subordinated Debt. We had $38.7 million of junior subordinated debentures outstanding at March 31, 2007 and December 31, 2006 compared to $18.0 million at December 31, 2005. Our junior subordinated debt, which is issued to our statutory trust subsidiaries that in turn issue trust preferred securities, is considered long term borrowing for financial reporting purposes but is included as a component of regulatory capital, subject to limitations. See “Supervision and Regulation—Capital Standards—Regulatory Capital Guidelines.” During 2006, we completed two issuances of junior subordinated debentures.

On August 25, 2006, we issued $20.6 million of junior subordinated debt securities to Silver State Capital Trust IV, a statutory trust created under the laws of the State of Delaware. The securities have quarterly interest payments and an interest rate equal to 3-month LIBOR plus 1.60%, for an effective rate of 6.96%, as of December 31, 2006, with principal due at maturity in 2036. The proceeds of this issuance were used to fund a portion of the cash consideration paid to acquire Choice Bank, which closed on September 5, 2006.

On December 5, 2006, we issued $7.7 million of junior subordinated debt securities to Silver State Capital Trust V, a statutory trust created under the laws of the State of Delaware. The securities have quarterly interest payments and an interest rate equal to 3-month LIBOR plus 1.62%, for an effective rate of 6.98%, as of December 31, 2006, with principal due at maturity in 2037. We used the proceeds raised in this issuance to redeem all $7.7 million of our junior subordinated debt securities issued to Silver State Capital Trust I on November 28, 2001, which had semi-annual interest payments equal to 6-month LIBOR plus 3.75%.

Stockholders’ Equity. Stockholders’ equity increased $42.9 million, or 67.35%, to $106.6 million at December 31, 2006 from $63.7 million at December 31, 2005. The increase in stockholders’ equity is primarily the result of $20.9 million of net income from operations, the issuance of $10.7 million of common stock to investors in a private placement, the exercise of stock options for approximately $8.1 million and $2.8 million of replacement stock options granted as a result of the Choice Bank acquisition.

Stockholders’ equity increased $5.8 million, or 5.4%, to $112.4 million at March 31, 2007 from $106.6 million at December 31, 2006. The increase is primarily the result of $5.6 million of net income from operations.

Net interest income represents the difference between the interest income we earn on our interest-earning assets, such as loans and investment securities, and the expense we pay on interest-bearing liabilities, such as deposits and borrowed funds. Net interest income depends on our volume of interest-earning assets and interest-bearing liabilities and the interest rates we earned or paid on them.

Average Balance Sheet. The following tables presents certain information regarding our financial condition and net interest income for the three month periods ended March 31, 2007 and 2006, and the years ended 2006, 2005 and 2004. The tables presents the average yield on interest-earning assets and the average cost of interest-bearing liabilities for the periods indicated. We derived the yields and costs by dividing income or expense by the average balance of interest-earning assets or interest-bearing liabilities, respectively, for the periods shown. We derived average balances from daily balances over the periods indicated. Interest income includes fees that we considered adjustments to yields.

Rate/Volume Analysis. The following table presents the extent to which the changes in interest rates and the changes in volume of our interest-earning assets and interest-bearing liabilities have affected our interest income and interest expense during the periods indicated. Information is provided in each category with respect to:

Comparison of Operating Results for the Three Months ended March 31, 2007 and 2006

General. Net income was $5.6 million for the three months ended March 31, 2007; an increase of $1.2 million, or 27.3%, compared with net income of $4.4 million for the three months ended March 31, 2006. Basic and diluted earnings per common share were $.41 and $.39, respectively, for the first quarter of 2007 compared with basic and diluted earnings per share of $.35 and $.34, respectively, for the first quarter 2006. For the period ended March 31, 2007 our return on average stockholders’ equity was 20.6% compared with 26.5% as of March 31, 2006. Our return on average assets was 1.8% as of March 31, 2007 and 2.2% as of March 31, 2006.

Interest and Dividend Income. Total interest and dividend income increased $11.1 million, or 60.7%, to $29.4 million at March 31, 2007 from $18.3 million at March 31, 2006. This increase is primarily attributable to an increase in the average volume of earning assets, primarily loans, and an increase in average yields on those assets. The increase in the average balance of loans reflects a significant increase in our portfolio of construction and land loans. We also experienced increases in the average volume of our commercial real estate and commercial and industrial loan portfolios. Interest income on investment securities and federal funds sold also increased reflecting higher average yields on these portfolios due to the higher interest rate environment.

Interest Expense. Total interest expense increased $6.4 million, or 108.5%, to $12.3 million at March 31, 2007 from $5.9 million at March 31, 2006. The increase primarily reflects an increase in the average balance of interest-bearing deposits, coupled with an increase in the average cost of such funds. In particular, the average balance of our time deposits, one of our highest cost sources of funds, more than doubled reflecting our

competitive pricing. Due to the increase in market interest rates and significant competition for deposits in our markets the average cost of our time deposits increased substantially for the first three months of 2007 compared to the corresponding period in 2006. Interest expense on our savings and money market accounts also increased primarily due to an increase in the average cost of these funds, as well as a significant increase in the average balance. The increase in interest expense also reflects the increase in the average balance of our borrowed funds as we continued to use FHLB borrowings and junior subordinated debt to supplement deposits to fund our operations.

Net Interest Income. Net interest income increased $4.7 million, or 37.9%, to $17.1 million at March 31, 2007 from $12.4 million at March 31, 2006. The increase in net interest income was due to the overall growth in our balance sheet. The net interest margin for the three months ended March 31, 2007 was 5.7% compared to 6.3% at March 31, 2006. A further compression of our net interest margin is expected to continue for the balance of 2007 from increased funding costs due to significant increased competition for deposits and loans.

Provision for Loan Losses. Our provision for loan losses was $1.3 million for the three months ended March 31, 2007 compared with $600,000 for the three months ended March 31, 2006. Net charge-offs (recoveries) for the three months ended March 31, 2007 were $0 compared with ($33) thousand for the three months ended March 31, 2006. The increase in the provision for loan losses and the allowance for loan losses primarily reflected our continued loan growth in the first quarter of 2007.

The ratio of non-performing loans to total loans was 0.01% at March 31, 2007 and at December 31, 2006. The ratio of the allowance for loan losses to non-performing loans was 9,789.1% at March 31, 2007 compared with 8,484.8% at December 31, 2006. The ratio of the allowance for loan losses to total loans was 1.07% at March 31, 2007 compared with 1.10% at December 31, 2006. Non-performing loans decreased slightly to $128,000 at March 31, 2007 from $132,000 at December 31, 2006.

Although we believe that we have established and maintained the allowance for loan losses at adequate levels, additions may be necessary if future economic and other conditions differ substantially from the current operating environment. Although we use the best information available, the level of the allowance for loan losses remains an estimate that is subject to significant judgment and short-term change. See “ — Critical Accounting Policies” and “Business — Allowance for Loan Losses.”

Other Income. Total non-interest income increased $1.3 million, or 92.9%, to $2.7 million for the three months ended March 31, 2007 from $1.4 million for the three months ended March 31, 2006. This increase is primarily attributable to an increase in gain on sales of loans, primarily due to our SBA production loan activity. The table below represents a break-down of our other income.

Non-Interest Expense. Non-interest expense increased $3.1 million, or 49.2%, to $9.4 million for the three months ended March 31, 2007 from $6.3 million for the three months ended March 31, 2006. The increase reflects our overall growth. Salaries and employee benefit costs increased $1.9 million as a result of additional

employees and increased benefit costs. Our number of full time equivalent employees increased from 180 at March 31, 2006 to 284 at March 31, 2007. For the three months ended March 31, 2007, we recognized $102,000 of stock based compensation expense compared to $36,000 for the three months ended March 31, 2006, pursuant to Statement of Financial Accounting Standards, or SFAS, No. 123R, Share Based Payment. Occupancy and depreciation expense increased $528,000 as the result of additional property and fixed assets relating to our new branch offices and administrative center. Professional fees increased by $490,000 due to the increase in the size and complexity of our company and increased compliance and regulatory costs. The table below sets forth the components of our non-interest expense.

Income Taxes. Income tax expense increased $975,000, or 40.2%, to $3.4 million for the three months ended March 31, 2007 from $2.4 million for the three months ended March 31, 2006. Our effective rate for first quarter 2007 is 37.8% as compared to 35.3% for the first quarter of 2006. The increase in our effective tax rate is due primarily to increasing state income tax apportionment as a result of the Arizona operation and an increase in certain nondeductible expenses, such as stock based compensation expense associated with incentive stock options as a result of our adoption of SFAS 123R on January 1, 2006.

Comparison of Operating Results for the Years Ended December 31, 2006 and 2005

General. Net income was $20.9 million for the year ended December 31, 2006; an increase of $5.3 million, or 34.0%, compared with net income of $15.6 million for the year ended December 31, 2005. Basic and diluted earnings per common share were $1.58 and $1.52, respectively, for 2006 compared with basic and diluted earnings per share of $1.27 and $1.19, respectively, for 2005. For the year ended December 31, 2006 our return on average stockholders’ equity was 23.7% compared with 29.6% for 2005. Our return on average assets was 2.1% for 2006 and 2005.

Interest and Dividend Income. Total interest and dividend income increased $32.8 million, or 57.44%, to $89.9 million at December 31, 2006 from $57.1 million at December 31, 2005. This increase is attributable to an increase in the average volume of earning assets, primarily loans, and an increase in average yields on those assets. The increase in the average balance of loans reflects a significant increase in our portfolio of construction and land loans. We also experienced increases in the average volume of our commercial real estate and commercial and industrial loan portfolios. These portfolios all experienced significant increases in the average yield reflecting the overall higher interest rate environment that prevailed during 2006 compared to 2005. In

addition, we also added residential mortgage loans as a result of our acquisition of Choice Bank, which had a positive impact on interest income for the year. Interest income on investment securities and federal funds sold also increased reflecting higher average yields on these portfolios due to the higher interest rate environment.

Interest Expense. Total interest expense increased $16.8 million, or 106.33%, to $32.6 million at December 31, 2006 from $15.8 million at December 31, 2005. The increase primarily reflects an increase in the average balance of interest-bearing deposits, coupled with an increase in the average cost of such funds. In particular, the average balance of our time deposits, one of our highest cost sources of funds, more than doubled reflecting our competitive pricing. Due to the increase in market interest rates and significant competition for deposits in our markets the average cost of our time deposits increased substantially during 2006. Interest expense on our savings and money market accounts also increased primarily due to an increase in the average cost of these funds, as well as a more modest increase in the average balance. The increase in interest expense also reflects the increase in the average balance of our borrowed funds as we continued to use FHLB borrowings and junior subordinated debt to supplement deposits to fund our operations. Consistent with our deposits, the average cost of funds for these borrowings also increased in the higher interest rate environment.

Net Interest Income. Net interest income increased $16.1 million, or 38.98%, to $57.4 million at December 31, 2006 from $41.3 million at December 31, 2005. The increase in net interest income was due to the overall growth in our balance sheet and improved net interest margin. The net interest margin for the year ended December 31, 2006 was 6.2% compared to 5.8% at December 31, 2005. Our net interest margin is expected to be adversely affected in the future by increased funding costs due to significant increased competition for deposits and loans.

Provision for Loan Losses. Our provision for loan losses increased by $471,000, or 20.48%, to $2.8 million for the year ended December 31, 2006 compared with $2.3 million for the year ended December 31, 2005. Net charge-offs for the year ended December 31, 2006 were $598,000 compared with $87,000 for the year ended December 31, 2005. Our allowance for loan losses increased $2.9 million, or 34.94%, to $11.2 million at December 31, 2006 from $8.3 million at December 31, 2005. The increase in the allowance for loan losses primarily reflected the addition of the Choice Bank allowance for loan losses of $663,000 and the $2.8 million provision for loan losses as a result of our significant loan growth.

Non-performing loans decreased $1.1 million to $132,000 at December 31, 2006 from $1.2 million at December 31, 2005. The decline is a result of two non-accrual loans being paid off and one loan which was partially charged off. During the year one new loan was placed on non-accrual status, bringing the total number of loans on non-accrual status to three.

The ratio of non-performing loans to total loans was 0.01% at December 31, 2006 compared with 0.19% at December 31, 2005. The ratio of the allowance for loan losses to non-performing loans was 8,484.8% at December 31, 2006 compared with 683.2% at December 31, 2005. The ratio of the allowance for loan losses to total loans was 1.10% at December 31, 2006 compared with 1.29% at December 31, 2005.

Other Income. Total non-interest income increased $1.1 million, or 22.9%, to $5.9 million for the year ended December 31, 2006 from $4.8 million for the year ended December 31, 2005. This increase is primarily attributable to an increase in gain on sales of loans. Proceeds from our loan sales totaled $84.1 million in 2006,

compared to $55.3 million in 2005. Proceeds from our loan sales are primarily due to our SBA loan production activity. To a lesser extent, proceeds from our loan sales reflect sales of commercial real estate loans. The table below represents a break-down of our other income.

Non-Interest Expense. Non-interest expense increased $8.0 million, or 40.40%, to $27.8 million for the year ended December 31, 2006 from $19.8 million for the year ended December 31, 2005. The increase reflects our overall growth. Salaries and employee benefit costs increased $4.2 million as a result of additional employees and increased benefit costs. Our number of full time equivalent employees increased from 164 at December 31, 2005 to 268 at December 31, 2006. For the year ended December 31, 2006, we recognized $341,000 of stock based compensation expense pursuant to Statement of Financial Accounting Standards, or SFAS, No. 123R, Share Based Payment. For the year ended December 31, 2005, we recorded $1.6 million of stock option expense as a result of our accelerating the vesting of 975,000 stock options. The stock option expense recorded in 2005 was pursuant to Accounting Principal Bulletin, or APB, Opinion 25, Accounting for Stock Issued to Employees, and related interpretations. Occupancy expense increased $639,000 as the result of additional property and fixed assets relating to our new branch offices and administrative center. Professional fees increased by $860,000 due to the increase in the size and complexity of our company and increased compliance and regulatory costs. Other non-interest expense increased $1.2 million from December 31, 2005 to $2.9 million for December 31, 2006. This increase, in general, is the result of the growth of the assets and operations of our two subsidiary banks. The table below sets forth the components of our non-interest expense.

Income Taxes. Income tax expense increased $3.4 million, or 40.96%, to $11.7 million for the year ended December 31, 2006 from $8.3 million for the year ended December 31, 2005. Our effective rate for 2006 was 36.0% as compared to 34.6% for the year ended December 31, 2005. The increase in our effective tax rate is due primarily to increasing state income tax apportionment as a result of the Arizona operation and an increase in certain nondeductible expenses, such as stock based compensation expense associated with incentive stock options as a result of our adoption of SFAS 123R on January 1, 2006.

Comparison of Operating Results for the Years Ended December 31, 2005 and 2004

General. Net income was $15.6 million for the year ended December 31, 2005, an increase of $7.1 million, or 83.5%, compared with net income of $8.5 million for the year ended December 31, 2004. Basic and diluted earnings per common share were $1.27 and $1.19, respectively, for 2005 compared with basic and diluted earnings per share of $0.72 and $0.70, respectively, for 2004. For the year ended December 31, 2005 our return on average stockholders’ equity was 29.6% compared with 23.0% for 2004. Our return on average assets for 2005 was 2.1% compared with 1.5% for 2004.

Interest and Dividend Income. Total interest and dividend income increased $23.2 million, or 68.4%, to $57.1 million at December 31, 2005 from $33.9 million at December 31, 2004. This increase is attributable to an increase in the average volume of earning assets, primarily loans, and an increase in the average yields on those assets. The increase in the average balance of loans reflects a significant increase in our portfolio of construction and land loans due primarily to additional loan officers and higher legal lending limits. We also experienced increases in the average volume of our commercial real estate and commercial and industrial loan portfolios. These portfolios all experienced significant increases in average yield as interest rates increased during 2005.

Interest Expense. Total interest expense increased $7.5 million, or 90.4%, to $15.8 million at December 31, 2005 from $8.3 million at December 31, 2004. The increase is a direct result of an overall increase in the average balance of interest-bearing deposits, coupled with an increase in the average cost of such funds. Due to the increase in market interest rates and significant competition for deposits in our markets the average cost of our time deposits increased significantly during 2005. Interest expense on our savings and money market accounts also increased primarily due to an increase in the average cost of these funds, as well as more modest increases in the average balance. The increase in interest expense also reflects the increase in the average balance of our borrowed funds as we continued to use FHLB borrowings and junior subordinated debt to supplement deposits to fund our operations. Consistent with our deposits, the average cost of funds for these borrowings also increased in the higher interest rate environment.

Net Interest Income. Net interest income increased $15.8 million, or 62.0%, to $41.3 million at December 31, 2005 from $25.5 million at December 31, 2004. The increase in net interest income was due to the overall increase in our balance sheet and in our net interest margin. The net interest margin for the year ended December 31, 2005 was 5.8% compared to 4.7% at December 31, 2004. This increase reflects the impact of the rising interest rate environment, which increased our average yields more significantly than our average cost of funds as our interest-earning assets generally repriced more quickly than our interest-bearing liabilities.

Provision for Loan Losses. Our provision for loan losses increased by $600,000, or 35.3%, to $2.3 million for the year ended December 31, 2005 compared with $1.7 million for the year ended December 31, 2004. Net charge-offs for the year ended December 31, 2005 were $87,000 compared with $467,000 for the year ended December 31, 2004. Our allowance for loan losses increased $2.2 million, or 36.1%, to $8.3 million at December 31, 2005 from $6.1 million at December 31, 2004. This increase is primarily attributed to our loan growth and, to a lesser extent, the increase in our non-performing loans.

Non-performing loans increased $743,000 to $1.2 million at December 31, 2005 from $474,000 at December 31, 2004.

The ratio of non-performing loans to total loans was .19% at December 31, 2005 compared with .09% at December 31, 2004. The ratio of the allowance for loan losses to non-performing loans was 683.2% at December 31, 2005 compared with 1,276.6% at December 31, 2004. The ratio of the allowance for loan losses to total loans was 1.29% at December 31, 2005 compared with 1.16% at December 31, 2004. The increase in this ratio is primarily attributed to an increase in non-performing loans at December 31, 2005.

Other Income. Total non-interest income increased $237,000, or 5.2%, to $4.8 million for the year ended December 31, 2005. This increase is primarily attributable to an increase in gain on sale of loans. Proceeds from our loan sales totaled $55.3 million in 2005, compared to $37.8 million in 2004. Proceeds from our loan sales are primarily due to our SBA loan production activities. To a lesser extent, proceeds from our loan sales reflect sales of commercial real estate loans.

Non-Interest Expense. Non-interest expense increased $4.5 million, or 29.4%, to $19.8 million for the year ended December 31, 2005 from $15.3 million for the year ended December 31, 2004, generally reflecting the overall growth of our company. Salaries and employee benefit costs increased $4.1 million as a result of additional employees and increased benefit costs. Our number of full time equivalent employees increased from 131 at December 31, 2004 to 164 at December 31, 2005. In December of 2005, we accelerated the vesting of 975,000 stock options. As a result of this action, we recognized stock option expense of $1.6 million in 2005.

Income Taxes. Income tax expense increased $3.8 million, or 84.4%, to $8.3 million for the year ended December 31, 2005 from $4.5 million for the year ended December 31, 2004. Our effective tax rate for 2005 was 34.6% as compared to 34.4% for the year ended December 31, 2004.

The term “liquidity” refers to our ability to generate adequate amounts of cash to fund loan originations, deposit withdrawals and operating expenses. Our primary sources of funds are cash received from scheduled amortization and prepayments of loans, new deposits, borrowed funds, maturities and calls of investment securities and funds provided by our operations. Our membership in the FHLB provides us access to additional sources of borrowed funds, which is generally limited to twenty times the amount of FHLB stock owned.

Deposit flows, calls of investment securities and borrowed funds, and prepayments of loans and mortgage-backed securities are strongly influenced by interest rates, general and local economic conditions and competition in the marketplace. These factors reduce the predictability of the timing of these sources of funds.

We experienced an increase in deposits of $237.3 million (excluding $103.5 million in deposits obtained through the Choice Bank acquisition) during the year ended December 31, 2006 compared with a net increase of $73.1 million during the year ended December 31, 2005. Deposit flows are affected by the level of market interest rates, the interest rates and products offered by competitors, the volatility of equity markets and other factors. At December 31, 2006, there were $337.7 million in time deposits scheduled to mature within one year. Based on our historical experience and competitive pricing practices, we expect to be able to retain or replace a substantial portion of these maturing deposits.

We experienced a total increase in deposits of $165.0 million during the three months ended March 31, 2007 compared with a net increase of $79.2 million during the three months ended March 31, 2006. Deposit flows are affected by the level of market interest rates, the interest rates and products offered by competitors, the volatility of equity markets and other factors. At March 31, 2007, there were $409.2 million in time deposits scheduled to mature within one year. Based on our historical experience and competitive pricing practices, we expect to be able to retain or replace a substantial portion of these maturing deposits. Our 20 largest depositors accounted for approximately 37.4% of our deposits and our five largest depositors accounted for approximately 26.7% of our deposits at March 31, 2007. The loss of one or more of one of our largest 20 customers, or a significant decline in the deposit balances due to ordinary course fluctuations related to these customers’ businesses, would adversely

affect our liquidity and require us to raise deposit rates to attract new deposits, purchase federal funds or borrow funds on a short term basis to replace such deposits. Included among our 20 largest depositors are four depositors who as of March 31, 2007, accounted for $272.3 million, or 23.6%, of our deposits. The deposit balances of these four customers, which accounted for 23.6% of our deposits as of March 31, 2007, are considered for regulatory purposes to be brokered deposits, and constitute all our brokered deposits at that date. Brokered deposits are generally considered to be deposits that have been received by us from a registered broker that is acting on behalf of that broker’s customer. Often, a broker will direct a customer’s deposits to the banking institution offering the highest interest rate available. Federal banking law and regulation places restrictions on depository institutions regarding brokered deposits because of the general concern that these deposits are at a greater risk of being withdrawn and placed on deposit at another institution offering a higher interest rate, thus posing liquidity risk for institutions that gather brokered deposits in significant amounts. The balances of our brokered deposits measured as of each month end from January 1, 2006 to March 31, 2007 have fluctuated, ranging from a high of $272.3 million, or 23.6% of total deposits to a low of $59.2 million, or 8.3% of total deposits. The loss of one or more of one of our largest 20 customers, or a significant decline in the deposit balances due to ordinary course fluctuations related to these customers’ businesses, would adversely affect our liquidity and require us to raise deposit rates to attract new deposits, purchase federal funds or borrow funds on a short term basis to replace such deposits.

For the year ended December 31, 2006, we experienced a net decrease in other borrowed funds, federal funds purchased and securities sold under repurchase agreements of $4.5 million dollars, compared to a net increase of $12.1 million dollars during 2005. The net decrease in 2006 reflects our ability to fund our asset growth primarily through deposits. Borrowed funds increased to $96.7 million from $72.0 million for 2005. The increase in borrowed funds during 2005 was primarily due to our funding a portion of the cash consideration for the acquisition of Choice Bank.

For the three months ended March 31, 2007, we experienced a net increase in other borrowed funds, federal funds purchased and securities sold under repurchase agreements of approximately $300,000, compared to a net decrease of $21.4 million dollars during the three months ended March 31, 2006. The net decrease in the first three months of 2006 reflects our ability to fund our asset growth primarily through deposits. Borrowed funds increased to $108.7 million at March 31, 2007 from $96.7 million at December 31, 2006. The increase in borrowed funds helped to continue to fund our asset growth.

At March 31, 2007, there were $30.0 million in borrowed funds scheduled to mature within one year. We anticipate we will have sufficient resources to meet this funding commitment by borrowing new funds at prevailing market interest rates or paying off the borrowed funds as they mature or are called.

Our primary use of funds is for the origination of construction and land loans, commercial loans and commercial real estate loans. Our net increase in total loans was $272.1 million (excluding $98.3 million in gross loans obtained as a result of the Choice Bank acquisition) during the year ended December 31, 2006 compared with $124.7 during the year ended December 31, 2005. Our net increase in total loans was $152.9 million during the three months ended March 31, 2007 compared with $45.1 million during the three months ended March 31, 2006. The increase in net loans for 2006 and the first three months of 2007 reflected the overall increase in demand for commercial loans in the markets in which we operate.

Cash flow from our investment activities included purchases of securities for our investment portfolio during the year ended December 31, 2006 which were $91.3 million compared with $97.7 million during the year ended December 31, 2005. The decrease in purchases of securities reflected the strong demand for our loan products, which are higher yielding interest-earning assets. The proceeds from maturing of securities available for sale were $60.2 million during the year ended December 31, 2006 compared with $35.7 million during the year ended December 31, 2005. The proceeds from sale of securities available for sale were $44.0 million during the year ended December 31, 2006 compared with $40.2 million during the year ended December 31, 2005.

Cash flow from our investment activities included purchases of securities for our investment portfolio during the three months ended March 31, 2007 which were $3.1 million, compared with $21.6 million during the three months ended March 31, 2006. The decrease in purchases of securities reflected the strong demand for our loan products, which are higher yielding interest-earning assets. The proceeds from the maturity of securities

available for sale were $6.7 million during the three months ended March 31, 2007 compared with $20.9 million during the three months ended March 31, 2006. The proceeds from sale of securities available for sale were $4.3 million during the three months ended March 31, 2007 compared with $0 during the three months ended March 31, 2006.

In 2006, our primary source of liquidity at the holding company level was the issuance of $10.7 million of common stock to investors in a private placement and the issuance of junior subordinated debt. On August 25, 2006 we issued $20.6 million of junior subordinated debt securities to Silver State Capital Trust IV, a statutory trust created under the laws of the State of Delaware. The securities have quarterly interest payments and an interest rate equal to 3-month LIBOR plus 1.60%, for an effective rate of 6.96%, as of December 31, 2006, with principal due at maturity in 2036. The proceeds of this offering were used to fund a portion of the cash consideration of the purchase price for the acquisition of Choice Bank, which closed on September 5, 2006.

On December 5, 2006 we issued $7.7 million of junior subordinated debt securities to Silver State Capital Trust V, a statutory trust created under the laws of the State of Delaware. The securities have quarterly interest payments and an interest rate equal to 3-month LIBOR plus 1.62%, for an effective rate of 6.98%, as of December 31, 2006, with principal due at maturity in 2037. We used the proceeds raised in this offering to redeem all $7.7 million of our junior subordinated debt securities issued to Silver State Capital Trust I on November 28, 2001, which had semi-annual interest payments equal to 6-month LIBOR plus 3.75%.

Other sources of liquidity for Silver State Bancorp may include dividend payments from our subsidiary banks. During 2005 and 2006, and the first three months of 2007, Silver State Bancorp did not receive any capital distributions from its subsidiary banks. Applicable federal and state law may limit the amount of capital distributions our bank subsidiaries may make.

At December 31, 2006, we exceeded all regulatory capital requirements and are considered to be “well-capitalized” with a total capital to risk weighted assets of 11.6%, Tier 1 capital to risk weighted assets of 10.5% and a Tier 1 capital to average assets, or leverage, ratio of 10.5%. At March 31, 2007, Silver State Bancorp exceeded all regulatory capital requirements and is considered to be “well-capitalized” with a total capital to risk weighted assets of 10.4%, Tier 1 capital to risk weighted assets of 9.5% and a Tier 1 capital to average assets, or leverage, ratio of 10.3%. At March 31, 2007, both Silver State Bank and Choice Bank are considered to be “adequately capitalized.” See “Supervision and Regulation.”

As a result of this offering, our ability to raise capital through the issuance of junior subordinated debt will also increase because, for regulatory purposes, certain issuances of junior subordinated debt (up to 25% of Tier 1 capital) qualify as Tier 1 capital. Since our Tier 1 capital will increase as a result of this offering, we expect to be able to issue additional junior subordinated debt that qualifies as Tier 1 capital. See “Supervision and Regulation — Capital Standards — Regulatory Capital Guidelines.”

Note 1 to our consolidated financial statements contains a summary of our significant accounting policies. We believe our policies with respect to the methodology for our determination of the allowance for loan losses and asset impairment judgments, including other than temporary declines in the value of our securities, involve a high degree of complexity and require management to make difficult and subjective judgments which often require assumptions or estimates about highly uncertain matters. Changes in these judgments, assumptions or estimates could cause reported results to differ materially. These critical policies and their application are continually reviewed by management, and are periodically reviewed with the Audit Committee and our Board of Directors.

Allowance for Loan Losses. The allowance for loan losses is a valuation allowance for probable losses incurred in the loan portfolio. Our allowance for loan loss methodology incorporates a variety of risk

considerations in establishing an allowance for loan loss that we believe is adequate to absorb losses in the existing portfolio. Such analysis addresses our historical loss experience, delinquency and charge-off trends, trends in volume and terms of loans, collateral value, changes in loan policies, national and local market economic trends, size and complexity of credits, credit concentrations, peer group comparisons and other considerations. This information is then analyzed to determine “estimated loss factors” which, in turn, is assigned to each loan category. We also closely evaluate each credit graded “watch list/special mention” and below to individually assess the appropriate specific loan loss reserve on such credits. In addition to ongoing internal loan review monitoring and risk assessment, management utilizes independent loan review firms to review our loan underwriting and credit administration practices, which also assists management with determining the appropriateness of our allowance for loan losses.

Our primary lending emphasis is commercial real estate loans, construction loans and land acquisition and development loans for both residential and commercial projects. As a result of our lending practices, we also have a concentration of loans secured by real property located in Nevada. Based on the composition of our loan portfolio and the growth in our loan portfolio, we believe the primary risks inherent in our portfolio are increases in interest rates, a decline in the economy, generally, and a decline in real estate market values. Any one or a combination of these events may adversely affect our loan portfolio resulting in increased delinquencies, loan losses and future levels of provisions. We consider it important to maintain the ratio of our allowance for loan losses to total loans at an acceptable level given current economic conditions, interest rates and the composition of our portfolio.

The allowance for loan losses is increased by the provision for loan losses charged to expense and reduced by loans charged off, net of recoveries. Provisions for loan losses are made on both a specific and general basis. Specific allowances are provided on impaired credits pursuant to SFAS No. 114 “Accounting by Creditors for Impairment of a Loan.” The general component of the allowance for loan losses is based on historical loss experience and adjusted for qualitative and environmental factors pursuant to SFAS No. 5 “Accounting for Contingencies” and other related regulatory guidance. At least annually, we review the assumptions and formulas related to our general valuation allowances in an effort to update and to refine our allowance for loan losses in light of the various factors described above.

We consider the ratio of the allowance for loan losses to total loans at December 31, 2006 and March 31, 2007, given the primary emphasis and current market conditions, to be at an acceptable level. Furthermore, the increase in the allowance for loan losses during 2006 and the first three months of 2007 reflected the growth in the loan portfolio, the low levels of loan charge-offs, the stability in the real estate market and the resulting stability in our overall loan quality.

Asset Impairment Judgments. Certain of our assets are carried in our consolidated statements of financial condition at fair value or at the lower of cost or fair value. Valuation allowances are established when necessary to recognize impairment of such assets. We periodically perform analyses to test for impairment of various assets. In addition to our impairment analyses related to loans discussed above, another significant impairment analysis relates to the value of other than temporary declines in the value of our securities.

Our available for sale portfolio is carried at estimated fair value, with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income in stockholders’ equity. We conduct a periodic review and evaluation of the securities portfolio to determine if the value of any security has declined below its carrying value and whether such decline is other than temporary. If such decline is deemed other than temporary, we would adjust the carrying amount of the security by writing down the security to fair market value through a

charge to current period operations. The market values of our securities are significantly affected by changes in interest rates. In general, as interest rates rise, the market value of fixed-rate securities will decrease; as interest rates fall, the market value of fixed-rate securities will increase. With significant changes in interest rates, we evaluate our intent and ability to hold the security for a sufficient time to recover the recorded principal balance. Estimated fair values for securities are based on published or securities dealers’ market values.

Valuation of Servicing Rights. We generally retain the right to service the guaranteed and unguaranteed portion of SBA loans sold to others. We generally receive a standard fee for providing this servicing function. The cost allocated to the servicing rights retained has been recognized as a separate asset and is being amortized in proportion to and over the period of estimated net servicing income. This asset is included in other assets in the accompanying balance sheets.

Servicing rights are periodically evaluated for impairment. Servicing rights are stratified based on origination dates. Fair values are estimated using a discounted cash flow model which utilizes various assumptions including prepayment speeds and current market rates of interest or other available information. As of December 31, 2006, we had total servicing rights of $705,000. As of March 31, 2007, we had total servicing rights of $945,000. No impairments were recognized during the years ended December 31, 2006, 2005 and 2004.

Goodwill Impairment. Goodwill is presumed to have an indefinite useful life and is tested, at least annually, for impairment at the reporting unit level. Impairment exists when the carrying amount of goodwill exceeds its implied fair value. We use the quoted market price of our common stock on our impairment testing date and allocate the fair value to our reporting units. If the fair value of our reporting unit with goodwill exceeds its carrying amount, further evaluation is not necessary. However, if the fair value of our reporting unit with goodwill is less than its carrying amount, further evaluation is required to compare the implied fair value of the reporting unit’s goodwill to its carrying amount to determine if a write-down of goodwill is required.

We would test our goodwill for impairment between annual tests if an event occurred or circumstances changed that would more likely than not reduce the fair value of our reporting unit below its carrying amount. The identification of additional reporting units or the use of other valuation techniques could result in materially different evaluations of impairment.

As a financial institution, our primary component of market risk is interest rate volatility. Net interest income is the primary component of our net income, and fluctuations in interest rates will ultimately affect the level of both income and expense recorded on a large portion of our assets and liabilities. Fluctuations in interest rates will also affect the market value of all interest-earning assets, other than those that possess a short term to maturity. During 2006, the market yield curve inverted, primarily due to increases in short-term market interest rates. This inverted yield curve continued during the first three months of 2007. This interest rate environment had an adverse impact on our net interest income as our interest-bearing liabilities generally reflect movements in short-term rates, while our interest-earning assets, a majority of which have initial terms to maturity or repricing greater than one year, generally reflect movements in long-term interest rates.

The impact of interest rate changes on our interest income is generally felt in later periods than the impact on our interest expense due to the timing of the recording on the balance sheet of our interest-earning assets and interest-bearing liabilities. The recording of interest-earning assets on the balance sheet generally lags the current market due to normal delays of up to three months between the time we commit to originate or purchase a loan and the time we fund the loan, while the recording of interest-bearing liabilities on the balance sheet generally reflects the current market rates.

Our primary source of funds has been deposits, consisting primarily of interest-bearing checking accounts and time deposits, which have substantially shorter terms to maturity than our loan portfolio. We use securities

sold under agreements to repurchase and FHLB advances as additional sources of funds. These borrowings generally have a long-term to maturity, in an effort to offset our short-term deposit liabilities and assist in managing our interest rate risk. Certain of these borrowings have call options that could shorten their maturities in a changing interest rate environment.

Net Interest Income. The computation of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, asset prepayments and deposit decay, and should not be relied upon as indicative of actual results. Further, the computations do not contemplate any actions we may undertake in response to changes in interest rates. Actual amounts may differ from the projections set forth below should market conditions vary from underlying assumptions.

Our percentage change for increases or decreases in interest income by 100 basis points were 2.6% and (2.6%) for the three months ended 2007 as compared to 2.6% and (2.6%) for the year ended 2006 and 5.7% and (5.7%) for the year ended 2005.

We are a party to certain off-balance sheet arrangements, which occur in the normal course of our business, to meet the credit needs of our customers and the growth initiatives of our subsidiary banks. These arrangements are primarily commitments to originate and purchase loans, and to purchase securities. We did not engage in any hedging transactions that use derivative instruments (such as interest rate swaps and caps) during 2006 and the first three months of 2007 and did not have any such hedging transactions in place at December 31, 2006 or March 31, 2007, which would create other off-balance sheet arrangements.

The following table reports the amounts of our contractual obligations and financial instruments with off-balance sheet risk as of March 31, 2007.

The following table reports the amounts of our contractual obligations and financial instruments with off-balance sheet risk as of December 31, 2006.

Commitments to extend credit are agreements to lend money to a customer as long as there is no violation of any condition established in the contract. Since some commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Our bank subsidiaries evaluate each customer’s credit-worthiness on a case-by-case basis. The amount of collateral we obtain, if deemed necessary, is based on management’s credit evaluation of the borrower.

Additionally, we offer standby letters of credit to our customers. Standby letters of credit are conditional commitments used by our subsidiary banks to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing these letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held in support of these standby letters of credit varies based on the customer’s credit-worthiness. We are not obligated to advance further amounts on credit lines if the customer is delinquent, or otherwise in violation of the agreement. Commitments under standby letters of credit were $5.4 million as of December 31, 2006 and $5.7 million as of March 31, 2007.

We have also committed to irrevocably and unconditionally guarantee the following payments or distributions with respect to the holders of trust preferred securities to the extent that Silver State Capital Trust II, Silver State Capital Trust III, Silver State Capital Trust IV and Silver State Capital Trust V have not made such payments or distributions: (1) accrued and unpaid distributions, (2) the redemption price, and (3) upon a dissolution or termination of the trust, the lesser of the liquidation amount and all accrued and unpaid distributions and the amount of assets of the trust remaining available for distribution. We do not believe that these off-balance sheet

arrangements have or are reasonably likely to have a material effect on our financial condition cash flows, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources. However, there can be no assurance that such arrangements will not have any such future effects.

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets — an amendment of FASB Statement No. 140,” which amends SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” with respect to the accounting for separately recognized servicing assets and servicing liabilities. SFAS No. 156 requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable, and permits an entity to choose either the amortization method, which is consistent with current accounting principles generally accepted in the United States of America, commonly referred to as GAAP, or fair value measurement method for subsequent measurements. Additionally, at the initial adoption, SFAS No. 156 permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities, provided that the securities are identified in some manner as offsetting the entity’s exposure to changes in the fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value. SFAS No. 156 is effective as of the beginning of the first fiscal year that begins after September 15, 2006. Upon our adoption of SFAS No. 156 on January 1, 2007, we elected to apply the amortization method for measurements of our mortgage servicing rights and we did not reclassify any of our available-for-sale securities to trading securities. We do not expect SFAS No. 156 to have a material impact on our financial condition or results of operations.

In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109.” This interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” The interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FASB Interpretation No. 48 is effective for fiscal years beginning after December 15, 2006. The application of FASB Interpretation No. 48 is not expected to have a significant impact on our financial condition or results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. This statement provides guidance for using fair value to measure assets and liabilities. The FASB believes the standard also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. Statement 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. The application of SFAS No. 157 is not expected to have a material impact on our financial condition or results of operations.

In September 2006, the FASB ratified the consensus of the Emerging Issues Task Force, or EITF, Issue No. 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangement. EITF 06-4 applies to endorsement split dollar life insurance policies that provide a benefit to an employee that extends to postretirement periods and requires an employer to recognize a liability for future benefits over the service period based on the substantive agreement with the employee. EITF 06-4 is effective for fiscal years beginning after December 15, 2007, with early adoption permitted. We do not expect EITF 06-4 to have a material impact on our consolidated financial statements.

In September 2006, the FASB ratified a consensus reached by the EITF on Issue No. 06-5, “Accounting for Purchases of Life Insurance — Determining the Amount That Could Be Realized in Accordance with FASB

Technical Bulletin No. 85-4.” Technical Bulletin No. 85-4, “Accounting for Purchases of Life Insurance,” requires that the amount that could be realized under a life insurance contract as of the date of the statement of financial condition should be reported as an asset. The EITF concluded that a policyholder should consider any additional amounts (i.e., amounts other than cash surrender value) included in the contractual terms of the policy in determining the amount that could be realized under the insurance contract. When it is probable that contractual restrictions would limit the amount that could be realized, these contractual limitations should be considered when determining the realizable amounts. Amounts that are recoverable by the policyholder at the discretion of the insurance company should be excluded from the amount that could be realized. Amounts that are recoverable beyond one year from the surrender of the policy should be discounted to present value. A policyholder should determine the amount that could be realized under the insurance contract assuming the surrender of an individual-life by individual-life policy (or certificate by certificate in a group policy). Any amount that would ultimately be realized by the policyholder upon the assumed surrender of the final policy (or final certificate in a group policy) should be included in the amount that could be realized under the insurance contract. A policyholder should not discount the cash surrender value component of the amount that could be realized when contractual restrictions on the ability to surrender a policy exist. However, if the contractual limitations prescribe that the cash surrender value component of the amount that could be realized is a fixed amount, then the amount that could be realized should be discounted. EITF Issue No. 06-5 is effective for fiscal years beginning after December 15, 2006. Our adoption of EITF Issue No. 06-5 on January 1, 2007 did not have a material impact on our financial condition or results of operations.

In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Assets and Financial Liabilities-Including an Amendment of FASB Statement No. 115.” SFAS 159 permits an entity to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS 159 are elective; however, the amendment to SFAS 115, “Accounting for Certain Investments in Debt and Equity Securities,” applies to all entities with available for sale or trading securities. For financial instruments elected to be accounted for at fair value, an entity will report the unrealized gains and losses in earnings. SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. SFAS 159 was recently issued and we are currently assessing the financial impact this statement will have on our consolidated financial statements.

Our consolidated financial statements and accompanying notes have been prepared in accordance with GAAP. GAAP generally requires the measurement of financial position and operating results in terms of historical dollars without consideration for changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of our operations. Unlike industrial companies, our assets and liabilities are primarily monetary in nature. As a result, changes in market interest rates have a greater affect on performance than do the effects of inflation.

We are a bank holding company headquartered in Henderson, Nevada. We conduct our operations primarily through Silver State Bank, a Nevada-chartered commercial bank, and through Choice Bank, an Arizona-chartered commercial bank that we acquired on September 5, 2006. Through our bank subsidiaries, we provide a wide range of banking and related services to locally owned businesses, professional firms, real estate developers and investors, local non-profit organizations, high net worth individuals and other consumers. Our lending activities have historically focused on:

With our acquisition of Choice Bank, we also added a residential real estate loan origination platform to our business.

On a consolidated basis, we had approximately $1.4 billion in assets, $1.2 billion in total loans (excluding loans held for sale), $1.2 billion in deposits and $112.4 million in stockholders’ equity, as of March 31, 2007.

Silver State Bank was founded in 1996 by a group of individuals with extensive community banking experience. In 1999, through a bank holding company reorganization, Silver State Bank became the wholly-owned subsidiary of Silver State Bancorp. According to the most recent FDIC Deposit Market Share Report, as of June 30, 2006, Silver State Bank is the 11^th largest bank operating in the Las Vegas-Paradise metropolitan area measured by deposits and is the 14^th largest bank among all banks operating in Nevada. As of March 31, 2007, Silver State Bank had $1.2 billion in assets, $1.0 billion in gross loans (excluding loans held for sale) and $1.0 billion in deposits. Silver State Bank has 10 full-service offices in the greater Las Vegas market area and we expect to open two additional full-service offices in this market area during the next 12 months and four additional full-service offices before the end of 2008.

Choice Bank is an Arizona-chartered commercial bank headquartered in Scottsdale, Arizona. As of March 31, 2007, Choice Bank had $185.4 million in assets, $143.9 million in gross loans (excluding loans held for sale) and $137.4 million in deposits. Currently, Choice Bank has two full-service offices in the Phoenix/Scottsdale market area and we expect to open two additional full-service offices in this market area during next 12 months.

In addition to its banking subsidiaries, Silver State Bank operates nine LPOs, which are located in Utah, Colorado, Washington, Oregon, California and Florida. Our LPOs primarily originate SBA loans, which for the most part, we sell in the secondary market. To a lesser extent, our LPOs also originate commercial real estate loans primarily for sale into the secondary market. Our LPOs are established and staffed around personnel who are experienced SBA loan producers in their geographic market. According to recent lending statistics, Silver State Bank is the leading SBA lender in the state of Nevada as ranked by dollar volume. Silver State Bank originated and closed $127.0 million in SBA loans during 2006 and $58.0 million in SBA loans during the first quarter 2007.

Our customers are primarily small to mid-sized businesses (generally representing businesses with up to $50.0 million in revenues) that require highly personalized commercial banking products and services that we deliver with an emphasis on relationship banking. We believe that our customers prefer locally managed banking

institutions that provide responsive, personalized service and customized products. A substantial portion of our business is with customers who have long-standing relationships with our officers or directors or who have been referred to us by existing customers.

Through our banking subsidiaries, Silver State Bank and Choice Bank, we serve customers in Nevada and Arizona.

Nevada. In Nevada, we have branches in the cities of Henderson, Las Vegas, North Las Vegas, and Boulder City, all of which are in the greater Las Vegas market area. The economy of the greater Las Vegas market area is primarily driven by services and industries related to gaming, entertainment and tourism, and is experiencing growth in the residential and commercial construction and light manufacturing sectors.

Arizona. In Arizona, we operate in Scottsdale and West Valley, both of which are located in the Phoenix/Scottsdale market area. These metropolitan areas contain companies in the following industries: aerospace, high-tech manufacturing, construction, energy, transportation, minerals and mining and financial services. Our primary service area in Arizona is within the geographical boundaries of Maricopa County. We consider other counties in Arizona as secondary lending areas.

SBA Lending. We view our SBA lending market to be Nevada and Arizona, in addition to Utah, Colorado, Washington, Oregon, California and Florida where we currently have LPOs.

We currently operate in what we believe to be several of the most attractive markets in the Western United States. These markets have high per capita income and have experienced, and are expected to continue to experience, some of the fastest population growth in the country.

Las Vegas, Nevada. In terms of population growth, the greater Las Vegas market area has been the fifth fastest growing metropolitan area in the United States in the last six years, having grown almost 34% since 2000, almost five times the national population growth rate. This population expansion is set to continue in the next five years, with the population expected to grow through 2011 at a rate of 26%, which is almost four times the national rate. In May of 2007, Clark County, Nevada had an estimated monthly net in-migration of almost 6,000 people. Household income growth has tracked population growth, having risen almost 24% in the last six years, and is expected to grow another 18% through 2011. According to the Bureau of Labor Statistics, the greater Las Vegas market area experienced a 2.9% growth in employment from April 2006 to April 2007. The area’s economic strength is anchored by the gaming industry, as well as the presence of five Fortune 500 companies headquartered in Las Vegas.

Phoenix/Scottsdale, Arizona. With 4 million people, over 67% of Arizona’s population, the Phoenix/Scottsdale market area is the largest metropolitan area in the state of Arizona. In May of 2007, Arizona had an estimated monthly net in-migration of 36,000 people. Eight of Arizona’s top ten businesses by revenue are headquartered in the Phoenix/Scottsdale market area, helping to propel the area’s rapid income growth. The Phoenix/Scottsdale market area currently has the highest household income and per capita income in the state — at $56,481 and $28,057, respectively. The median household income is 10% higher than the national average, and is projected to increase another 22% in the next five years, the fastest projected growth in household income in Arizona. According to the Bureau of Labor Statistics, the Phoenix/Scottsdale market area experienced a 4.2% growth in employment from April 2006 to April 2007. This rapid income and population growth has driven growth in the banking sector, with total deposits in this market area increasing by over 83%, from $30.7 billion in 2000 to $56.1 billion in 2006.

We believe the rapid population growth in our markets and the resultant growth in the local economies will provide us with significant lending and growth opportunities in the future. The growth in the greater Las Vegas market area, our primary market, has been driven by a variety of factors, including a service economy associated with the hospitality and gaming industries, the historic availability of affordable housing, the lack of a state

income tax, and a growing base of senior and retirement communities. Increased economic activity by individuals and accelerated infrastructure investments by businesses should generate additional demand for our products and services. For example, economic growth should produce additional commercial and residential development, providing us with greater lending opportunities. In addition, as per capita income continues to rise, there should be greater opportunities to provide a broader range of financial products and services.

Our future growth opportunities will be influenced by the growth and stability of the statewide and regional economies, other demographic population trends and the competitive environment within and around the states of Nevada and Arizona. We believe that we have developed lending products and marketing strategies to address the diverse credit-related needs of the residents in our market areas. We intend the primary funding for our growth to be customer deposits, using borrowed funds to supplement our deposit initiatives as a funding source. We intend to grow customer deposits by continuing to offer desirable products at competitive rates and by opening new branch offices.

Silver State Bank’s real estate lending activity focuses on construction loans and land acquisition and development loans for both commercial and residential projects, commercial real estate loans and commercial and industrial loans. SBA loans also constitute a large percentage of our portfolio. We are currently one of the largest SBA lenders in Nevada and, in addition, both Silver State Bank and Choice Bank are nationwide SBA approved Preferred Lenders Program lenders. Choice Bank primarily specializes in providing construction and long term financing for homes and also provides commercial real estate loans.

The banking and financial services business in our market areas is highly competitive. This increasingly competitive environment is a result primarily of growth in community banks, changes in regulation, changes in technology and product delivery systems, and the accelerating pace of consolidation among financial services providers. We compete for loans, deposits and customers with other commercial banks, local community banks, savings and loan associations, securities and brokerage companies, mortgage companies, insurance companies, finance companies, money market funds, credit unions and other non-bank financial services providers. Many of these competitors are much larger in total assets and capitalization, have greater access to capital markets and offer a broader range of financial services than we can offer.

Competition for deposit and loan products remains strong from both banking and non-banking firms, and this competition directly affects the rates of those products and the terms on which they are offered to customers. Price competition for deposits has adversely affected our ability to generate low cost core deposits in our primary market areas sufficient to fund our asset growth. As a result we have sought alternative funding through borrowings and may need to price our deposit products more aggressively, resulting in an increase in our costs of funding and a reduction in our net interest margin. Technological innovation continues to contribute to greater competition in domestic and international financial services markets. Many customers now expect a choice of several delivery systems and channels, including telephone, mail, internet banking and ATMs.

According to the most recent FDIC Deposit Market Share Report, as of June 30, 2006, Silver State Bank is the 14^th largest bank among all banks operating in Nevada with a deposit market share of 0.62% and is the 11^th largest bank in the Las Vegas-Paradise Metropolitan area with a deposit market share of 0.73%. According to the most recent FDIC Deposit Market Share Report, as of June 30, 2006, Choice Bank is the 39^th largest bank in the Phoenix-Mesa-Scottsdale area with a deposit market share of 0.16%. According to the FDIC Deposit Market Share Report, as of June 30, 2006, our largest competitor in Nevada, measured by deposits, is Washington Mutual Bank, a federally chartered savings bank with a national presence, that has more than 58% of the deposit market share in Nevada. In addition, Silver State Bank’s five largest competitors (Washington Mutual Bank, Bank of America, Charles Schwab, Wells Fargo Bank, and Citibank Nevada), in the aggregate, have more than 84% of the deposit market share in Nevada. Each of these competitors is, or is affiliated with, a financial institution considered to be among the largest in the country with a national or international presence. According

to the FDIC Deposit Market Share Report, as of June 30, 2006, our largest competitor in Arizona, measured by deposits, is JPMorgan Chase Bank, a large commercial bank with a national and international presence, that has approximately 25% of the deposit market share in Arizona. In addition, Choice Bank’s eight largest competitors (JPMorgan Chase Bank, Bank of America, Wells Fargo Bank, National Bank of Arizona, Compass Bank, World Savings Bank, M&I Marshall & Ilsley Bank and First National Bank of Arizona), in the aggregate, have more than 82% of the deposit market share in Arizona.

There are approximately 28 banking institutions in our market area in Nevada and approximately 37 banking institutions in our market area in Arizona. However, we believe that our most direct competition in lending comes from 12 institutions in Nevada and from 15 institutions in Arizona. Due to our size, which allows us to provide personalized service to our customers and the quality of the service we provide, we have been able to develop a loyal borrower and depositor base.

Mergers between financial institutions have placed additional pressure on banks to consolidate their operations, reduce expenses and increase revenues to remain competitive. In addition, competition has intensified due to federal and state interstate banking laws, which permit banking organizations to expand geographically with fewer restrictions than in the past. These laws allow banks to merge with other banks across state lines, thereby enabling banks to establish or expand banking operations in our market. The competitive environment is also significantly affected by federal and state legislation that makes it easier for non-bank financial institutions to compete with us.

We provide a variety of loans to our customers, including construction and land loans, commercial real estate loans, commercial and industrial loans, SBA loans and, to a lesser extent, residential real estate and consumer loans. Our lending efforts have focused on meeting the needs of our business customers, who have typically required funding for commercial and commercial real estate enterprises.

Our lending guidelines call for commercial properties to be 50% or more leased prior to funding. Exceptions are made for developers with successful borrowing histories with the banks, with support from financially capable guarantors, excellent project feasibility and strong market conditions. The aggregate principal balance of loans outstanding with respect to commercial properties that are less than 50% leased was $93.4 million, representing 29 loans, at March 31, 2007. At March 31, 2007, the largest commercial real estate loan in our portfolio was $12.3 million, secured by industrial real estate.

As of March 31, 2007 our loan portfolio totaled $1.2 billion, or approximately 84% of our total assets. The following table presents the composition of our loan portfolio in dollar amounts at the dates indicated.

The following table presents the contractual maturity of our loans at the dates indicated.

Construction and Land Loans. The principal types of our construction loans include industrial/warehouse properties, office buildings, retail centers, medical facilities, restaurants and entry level residential tract homes. Construction loans are primarily made to experienced local developers with whom we have significant lending history. An analysis of each construction project is performed as part of the underwriting process to determine whether the type of property, location, construction costs and contingency funds are appropriate and adequate. Our underwriting guidelines generally require our construction loans to have loan-to-value ratios of no more than 75% and we seek to obtain personal guarantees from our borrowers when possible. Construction loans comprised 33% of our total loan portfolio at March 31, 2007, including SBA loans. At March 31, 2007, the largest construction loan in our portfolio was $12.7 million. On March 31, 2007 and December 31, 2006, our construction loans were as follows:

We classify our land loans as loans on raw land, infill, land development and developed land loans. We consider raw land to be land that has no improvements on it and is located outside of a developed area. Infill is land that has no improvements but is located within a metropolitan area and is surrounded by developed land. Land development loans are loans containing budgeted dollars to finance the onsite improvements upon raw or infill land, and developed land loans consist of loans on land with improvements completed. We extend land loans primarily to borrowers who plan to initiate active development of the property within two years and have a prior good business relationship with our bank subsidiaries and bank officers. Our underwriting guidelines generally require our land loans to have a loan-to-value ratio of no more than 65%. Land loans comprised 33% of our total loan portfolio at March 31, 2007, including SBA loans. At March 31, 2007, the largest land loan in our portfolio was a $17.8 million land development loan to a local developer. On March 31, 2007 and December 31, 2006, our land loans were as follows:

Construction and development loans typically provide for a reserve budget to service payments for the term of the loan. We believe that reasonable assumptions are made by the loan officer during loan underwriting and confirmed by the Senior Loan Committee during the loan approval process concerning average outstanding loan balance, interest rate, and sales or lease absorption, to determine the appropriate interest reserve budget amount to carry the interest for the term of the loan.

Commercial Real Estate Loans. A significant component of our lending activity consists of loans to finance the purchase of commercial real estate and loans to finance inventory and working capital that are secured by commercial real estate. We have a commercial real estate portfolio comprised of loans on apartment buildings, professional offices, industrial facilities, retail centers and other commercial properties. Our underwriting guidelines generally require our commercial real estate loans to have loan-to-value ratios of no more than 75% and minimum debt service coverage ratios, defined as net operating income divided by debt service, of no less than 1.25. In addition, we seek to obtain personal guarantees from our borrowers whenever possible. The maturity of these loans is typically 2-5 years. The specific loan-to-value ratio and debt service coverage ratio varies depending on the type of collateral for each commercial loan. Commercial real estate loans comprised 18% of our total loan portfolio at March 31, 2007. At March 31, 2007, the largest commercial real estate loan in our portfolio was $12.3 million, secured by industrial real estate. On March 31, 2007 and December 31, 2006, our commercial real estate loans were as follows:

Commercial and Industrial Loans. In addition to real estate secured loan products, we also originate commercial and industrial loans, including working capital lines of credit, inventory and accounts receivable lines, equipment loans and other commercial loans. We focus on making commercial loans to small and medium- sized businesses in a wide variety of industries. Our underwriting guidelines generally require that our commercial and industrial loans have a loan-to-value ratio of no more than 75% and we seek to obtain a personal guarantee from our borrowers whenever possible. At March 31, 2007, our largest commercial and industrial loan to one borrower was $16.6 million, secured primarily by helicopters. Commercial loans comprised 10% of our total loan portfolio at March 31, 2007.

SBA Loans. Our bank subsidiaries are nationwide SBA Preferred Lenders. As Preferred Lenders they can approve a loan within the authority delegated to them by the SBA. Preferred Lenders approve, package, fund and service SBA loans within a range of authority that is not available to SBA lenders that do not have the Preferred Lender designation. The Bank’s SBA loans fall into two categories, loans originated under the SBA’s 7A Program, or SBA 7A Loans, and loans originated under the SBA’s 504 Program. For 2006, SBA 7A Loans represented approximately 29% of the SBA Loans originated by our banks while 504 Loans represented the balance.

Under the SBA 7A Loan program, loans from $150,000 up to $2.0 million are guaranteed 75% by the SBA. Generally, this guarantee would become invalid only if the loan was not closed and serviced in accordance with the SBA loan authorization. SBA 7A Loans under $150,000 are guaranteed 85% by the SBA. SBA 7A Loans collateralized by real estate have terms of up to 25 years, while loans collateralized by equipment and working capital have terms of up to 10 years. We generally sell the guaranteed portion of SBA 7A loans, which is up to 85% of the loan. The unguaranteed portion of these loans may also be sold. At least 10%, or 5% with prior SBA approval, of the SBA 7A Loans are required to be retained in our portfolio. Funding for these loans has come principally from deposit sources. We retain the servicing on the guaranteed and unguaranteed portion of SBA 7A Loans that we sell. The strategy of selling both the guaranteed and unguaranteed portion of the SBA 7A Loans allows us to supplement our earnings and maintain funding to meet our local loan demand. Upon sale in the secondary market, the purchaser of the guaranteed portion of an SBA 7A Loan pays a premium to us, which historically has ranged up to 10% of the guaranteed amount, and in the case of a sale of the unguaranteed portion, the premium has historically ranged up to 4%. Generally, we also receive a servicing fee equal to 1% of the guaranteed amount sold in the secondary market. Under certain circumstances, we may be required to refund the premium we receive on the sale of a loan. In the event of a default on an SBA 7A Loan, within 90 days of its sale, or if the loan is prepaid within 90 days of its sale, we are required to refund the premium to the purchaser. Since inception of the program, refunds of the premiums on SBA 7A Loans have been nominal.

Under the SBA’s 504 Program, we require a minimum down payment of 10% (more on special purpose or single use properties). We then enter into a first trust deed loan in an amount not less than 50% of the total project cost and an interim second trust deed loan in an amount not less than 40% of the total cost of the project. For SBA 504 non-construction loans, the first trust deed loan has a term of up to 25 years. The second trust deed loan is generally for a term of up to 180 days. Within the 180 day period of entering into the loan, the second trust deed loans are refinanced by SBA certified development companies and used as collateral for SBA guaranteed debentures. For SBA 504 construction loans, the term on the second trust deed loan is generally up to 18 months and the certified development company cannot pay off the loan until a certificate of occupancy is issued. The first trust deed loan on a construction project is generally for a term of up to 18 months with an automatic conversion to a permanent fixed-rate loan upon completion of the project. Our SBA lending program, and portions of our real estate lending, are dependent on the continual funding and programs of certain federal agencies or quasi-government corporations, including the SBA. The guaranteed portion of SBA loans is not included in calculation of our subsidiary banks’ loan-to-one-borrower limitations described below.

Residential Real Estate Loans. As of March 31, 2007, residential real estate loans represented 6.7% of our total loan portfolio. With the acquisition of Choice Bank, we added a residential real estate loan origination platform to our business. We originate residential mortgage loans secured by one-to-four family properties, most

of which serve as the primary or secondary residences of the owner. Choice Bank has developed a core competency in residential mortgage loans with principal balances in excess of the Federal National Mortgage Association single-family limit of $417,000 (commonly referred to as “non-conforming” or “jumbo” loans). Our primary focus is to maintain and expand relationships with developers, realtors, and other key contacts in the residential real estate industry in order to originate new mortgages. Most of our loan originations result from relationships with existing or past customers, members of our local community, and referrals from realtors, attorneys, and builders. All of the portfolio residential real estate loans are typically made at a loan-to-value ratio of 80%. If these loans are made with a greater loan-to-value ratio than 80%, the borrower is required to obtain private mortgage insurance, which results in a lower exposure to the Bank in the event the borrower defaults in making payments on the loan.

We also originate residential real estate construction loans for primary and secondary residences, as well as loans for improved custom home lots. These loans are also typically made at a loan-to-value ratio of 80%. If these loans are made with a loan-to-value ratio greater than 80%, then private mortgage insurance, paid by the borrower, is required. Improved custom home lots are typically financed at a maximum loan-to-value ratio of 80%. In addition we serve the custom home builders within our markets with residential speculative custom home financing for specific custom home communities. These loans are typically made at a maximum loan-to-cost ratio of 80% and at a maximum loan-to-value ratio of 65%.

Lastly, we originate home equity loans and home improvement loans to serve primarily our current mortgage customer base. All of these types of loans are made with a maximum combined loan-to-value ratios of 80%.

We offer a variety of adjustable rate mortgage, or ARM, loans secured by one- to four-family residential properties with a fixed-rate for initial terms of one year, three years or five years. After the initial adjustment period, ARM loans adjust on an annual basis. These loans are originated in amounts generally up to $3.0 million. The ARM loans that we currently originate have a maximum 30-year amortization period and are generally subject to the loan-to-value ratios described above. The interest rates on ARM loans fluctuate based upon a fixed spread above the monthly average yield on United States Treasury securities, adjusted to a constant maturity of one year, and generally are subject to a maximum increase of 2% per adjustment period and a limitation on the aggregate adjustment of 5% over the life of the loan. In the current rate environment, where the yield curve is relatively flat, the ARM loans we offer have initial interest rates below the fully indexed rate.

The origination and retention of ARM loans helps reduce exposure to increases in interest rates. However, ARM loans can pose credit risks different from the risks inherent in fixed-rate loans, primarily because as interest rates rise, the underlying payments of the borrower may rise, which increases the potential for default. The marketability of the underlying property also may be adversely affected by higher interest rates. In order to minimize risks, we evaluate borrowers of ARM loans based on their ability to repay the loans at the higher of the initial interest rate or the fully indexed rate. In an effort to reduce risk further, we have not in the past, nor do we currently, originate ARM loans that provide for negative amortization of principal.

We also offer interest-only mortgage loans. These loans are designed for loan customers who desire flexible amortization schedules. These loans are originated as 1/1, 3/1, or 5/1 ARM loans, with the interest-only portion of the payment based upon the initial loan term, or offered on a 30-year fixed-rate loan, with interest-only payments for the first 10 years of the obligation. The 30-year fixed-rate loans are originated for sale into the secondary market. With respect to ARM loans, at the end of the initial 1-, 3- or 5-year interest-only period of these loans, the payment will adjust to include both principal and interest and will amortize over the remaining term so the loan will be repaid at the end of its original life. These loans may involve higher risks compared to standard loan products since there is the potential for higher payments once the interest rate resets and the principal begins to amortize and they rely on a stable or rising housing market to maintain acceptable loan-to-value ratios. As of March 31, 2007, we had 65 interest-only loans with an aggregate balance of $34.1 million.

Consumer Loans. We offer a variety of consumer loans to meet the needs of our commercial customers. Examples of our consumer loans include new and used automobile loans and personal lines of credit. Consumer loans represented less than 1% of our total loan portfolio at March 31, 2007.

Loan Approval Procedures and Authority. Our lending policies for Silver State Bank and Choice Bank are as follows:

Silver State Bank. The Senior Loan Committee, comprised of the executive officers of Silver State Bank, sets the authorization levels for each individual loan officer on a case-by-case basis in a written memorandum to that officer that details the officer’s lending authority according to the types and grades of loans. Generally, the more experienced a loan officer, the higher the authorization level. The maximum approval amount granted to an individual officer is $500,000 for unsecured credit relationships, $1.0 million for collateralized credit relationships (secured primarily by a perfected security interest in equipment) and $2.0 million for secured credit relationships (secured by pledged collateral that is equivalent to cash or near cash, such as marketable stocks or bonds; in addition, Silver State Bank considers properly margined real estate loans meeting the bank’s loan to value or loan to cost guidelines as secured transactions). The Senior Loan Committee has approval authority of up to $27.0 million. Any extension of credit that would result in the aggregate extensions of credit to a customer to exceed that amount must be approved by the Directors Loan Committee.

Further, all non-criticized loans above $100,000, all other loans especially mentioned above $30,000, all substandard loans above $20,000 and all doubtful or loss loans are reported to the Senior Loan Committee. In addition, any loan granted to a member of the board of directors of Silver State Bancorp, Silver State Bank or Choice Bank, any of Silver State Bancorp’s principal stockholders or any of our executive officers requires the approval of the board of directors.

Choice Bank. Choice Bank’s lending policies generally mirror those of Silver State Bank. Loan officers with lending limits may approve loans within their respective lending authority. All loans in excess of $100,000 will be reported to the Management Loan Committee. This committee consists of both Choice Bank and Silver State Bank’s Executive Officers. All loans in excess of the applicable loan officer’s lending limit must be approved by the Management Loan Committee. All Management Committee approvals are reported monthly at the regularly scheduled Choice Bank board meeting.

Loans to One Borrower. In addition to the limits set forth above, state banking law generally limits the aggregate extensions of credit that a bank may make a single borrower. Under Nevada law, the aggregate extensions of credit that a bank may make to a single borrower generally may not exceed 25% of the sum of the bank’s Tier 1 capital and allowance for loan losses (approximately $29.8 million at March 31, 2007 with respect to Silver State Bank). Under Arizona law, the aggregate extensions of credit of a bank to one borrower may not exceed 15% of the bank’s capital and allowance for loan losses (approximately $1.9 million at March 31, 2007 with respect to Choice Bank). The largest aggregate extensions of credit by our subsidiary banks to one borrower at March 31, 2007, were as follows:

Notwithstanding the above limits, our subsidiary banks are able to leverage their relationships with one another to participate in loans collectively which they otherwise would not be able to make on an individual basis. As of March 31, 2007, the aggregate lending limit of our subsidiary banks to a single borrower was approximately $31.7 million.

Concentrations of Credit Risk. Our lending policies also establish customer and product concentration limits to control single customer and product exposures. As these policies are intended as guidance and not as absolute

limitations, at any particular point in time the ratios may be higher or lower because of funding on outstanding commitments. Set forth below are our policy limit guidelines and the segmentation of our loan portfolio by loan type as of the dates indicated:

We continually monitor a variety of risk exposures in our loan portfolio. As part of the portfolio monitoring process, we periodically perform “stress tests” using various factors, typically those issues outside the control of our management. The goal of stress testing the portfolio is to determine the overall effect of various events on our loan portfolio that could create unanticipated loss exposure and/or impairment of our banks’ capital. Stress testing provides our management with insight into how these issues may affect our banks’ capital.

One of our key strategies is to maintain high asset quality. We have instituted a loan grading system consisting of nine different categories. Loans graded in the first five categories are considered “satisfactory.” The other four grades range from a “watch” category to a “loss” category and are consistent with the grading systems used by the FDIC. All loans are assigned a credit risk grade at the time they are made. In addition, our “Watch List” loans are internally reviewed by Silver State Bank’s Senior Loan Committee and Choice Bank’s Management Loan Committee on a monthly basis to determine whether a change in the credit risk is warranted. The Senior Loan Committee and the Management Loan Committee each reports its analysis to its respective board of directors at the monthly board meeting. Our loan portfolio and credit risk grades are also reviewed periodically by external, independent loan review firms (one for Silver State Bank and one for Choice Bank). As part of this review, randomly selected new and renewed loans are reviewed for compliance with our credit policies. In addition, our independent loan review firms generally review our “Watch List” loans.

Delinquent Loans and Foreclosed Assets. Our policies for Silver State Bank and Choice Bank are as follows:

In General. When a borrower fails to make required payments on a loan, we take a number of steps to induce the borrower to cure the delinquency and restore the loan to a current status. Our goal in any problem loan negotiation is repayment of the obligation. The appropriate method to use to attain this goal varies depending on the circumstances involved.

Generally, if a loan is approaching 30 days past due, we attempt to remedy the deficiency by notifying the borrower of the default and to determine the cause of the default. If the nature of the problem is short-term, the bank works with the defaulting borrower to develop a strategy to remedy the situation. Further, the loan is continued to be closely monitored and may be placed on the bank’s “Watch List” in the loan officer’s discretion. “Watch List” reports are completed monthly and reviewed by senior management. If the problem appears to be long term in nature and cannot be remedied in a satisfactory manner, assignment to the Special Attention Loans

department is considered. If the loan is assigned, the Special Attention Loans department administers the credit from this point, seeking legal advice if necessary. Possible remedies include legal action, foreclosure or other means to protect the bank’s collateral position.

If the strategy described above is unsuccessful and the loan is approaching 60 or more days past due, the loan officer contacts the bank’s Chief Credit Officer with a recommendation that the loan be assigned to the Special Attention Loans department. Depending on the specific factors involved, the Manager of the Special Attention Loans department or the Chief Credit Officer may decide to initiate possible legal action and/or recourse to the collateral in question.

Our policies require that management continuously monitor the status of the loan portfolio and report to the Board of Directors on a monthly basis. These reports include information on delinquent loans and foreclosed real estate.

Repossession/Foreclosure. Our policy is to proceed with the repossession of collateral only as a last alternative after the borrower has demonstrated an unwillingness or inability to adhere to a reasonable program of repayment.

Criticized Assets. Federal regulations require that each insured bank classify its assets on a regular basis. In addition, in connection with examinations of insured institutions, examiners have authority to identify problem assets, and, if appropriate, classify them. We use grades six through nine of our loan grading system to identify potential problem assets.

The following describes grades six through nine of our loan grading system, which are consistent with the definitions set forth in applicable banking regulations and guidelines:

Non-performing assets, which include other real estate owned, or OREO, non-accrual loans and accruing loans delinquent 90 days or more, were $332,000 at March 31, 2007, $870,000 at December 31, 2006, and $1.2 million at December 31, 2005.

We generally stop accruing income on (i) any loan when interest or principal payments are in arrears for 90 days or on (ii) any asset for which payment in full of interest or principal is not expected. We designate loans on which we stop accruing income as non-accrual loans and we reverse any outstanding interest that we previously accrued. We subsequently recognize income in the period in which we collect it, when the ultimate collection of principal is no longer in doubt. We return non-accrual loans to accrual status only when factors indicating doubtful collection no longer exist and the loan has been brought current. In addition, when a loan is placed on non-accrual, it is also entered on the Watch List if the loan is above $5,000.

If the non-accrual balance has not been paid in full by the time the credit reaches 180 days past due, the balance is charged off, unless certain legal proceedings have been initiated or other circumstances make it reasonably likely that we will collect the loan.

OREO consists of real property we acquire through foreclosure or deed in lieu of foreclosure. After foreclosure, OREO is carried at the lower of fair value minus estimated cost to sell or at cost. A valuation allowance account is established through provisions charged to income, which results from the ongoing periodic valuations of OREO. Fair market value is generally based on recent appraisals.

The following table presents information regarding non-accrual loans, accruing loans delinquent 90 days or more, and OREO as of the dates indicated. During the period shown below, we did not have any loans past due 90 days or more and still accruing or interest income that would have been recorded under the original terms of the loans.

Our potential problem loans, consisting of loans in grades six or higher but still performing, were approximately $12.0 million at March 31, 2007 and $12.0 million at December 31, 2006.

The total amount of interest income received during 2006 on non-accrual loans outstanding and additional interest income on non-accrual loans that would have been recognized if interest on all such loans had been recorded based upon original contract terms was immaterial. We are not committed to lend additional funds to borrowers with loans on non-accrual status.

We define impaired loans as all non-accrual construction and land development, commercial and industrial and commercial real estate loans. Impaired loans are individually assessed to determine whether a loan’s carrying value is not in excess of the fair value of the collateral or the present value of the loan’s cash flows. Smaller

balance homogeneous loans that are collectively evaluated for impairment, such as residential mortgage loans and consumer loans, are specifically excluded from the impaired loan portfolio. We had four, six and five loans classified as impaired at March 31, 2007, December 31, 2006 and 2005, respectively. In addition, at December 31, 2006 and 2005, we had no loans classified as troubled debt restructurings, as defined in SFAS No. 15.

Allowance for Loan Losses. The following table presents the activity in our allowance for loan losses at or for the periods indicated.

The allowance for loan losses has been determined in accordance with accounting principles generally accepted in the United States of America. We are responsible for the timely and periodic determination of the adequacy of the allowance. We believe that our allowance for loan losses is adequate to cover specifically identifiable loan losses, as well as estimated losses inherent in our portfolio for which certain losses are probable but not specifically identifiable.

We maintain the allowance for loan losses through provisions for loan losses that we charge to income. We charge losses on loans against the allowance for loan losses when we believe the collection of loan principal is unlikely. We establish the provision for loan losses after considering the results of our review of delinquency and charge-off trends, the amount of the allowance for loan losses in relation to the total loan balance, loan portfolio

growth, GAAP and regulatory guidance. We periodically review the assumptions and formula used in determining our allowance for loan losses and make adjustments if required to reflect the current risk profile of our loan portfolio.

Although we believe that we have established and maintained the allowance for loan losses at adequate levels, additions may be necessary if future economic and other conditions differ substantially from the current operating environment. Although management uses the best information available, the level of the allowance for loan losses remains an estimate that is subject to significant judgment and short-term change. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Comparison of Operating Results for the Years Ended December 31, 2006 and 2005 — Critical Accounting Policies — Allowance for Loan Losses.”

The following table represents the allocation of our allowance for loan losses by loan category and the percentage of loans in each category to total loans at March 31, 2007.

The following table presents the allocation of our allowance for loan losses by loan category and the percentage of loans in each category to total loans at December 31, 2006, 2005, 2004, 2003 and 2002.

Investment Securities. The Board of Directors established an Investment Committee, comprised of six executive officers, who meet on a regular basis to review our investment portfolio and evaluate the current status of our investments. Our Chief Executive Officer and Chief Operating Officer/Chief Financial Officer are responsible for overseeing the investment portfolio and have the authority to make investment decisions for our bank subsidiaries.

We have authority to invest in various types of assets, including U.S. Treasury obligations, securities of various federal agencies, mortgage-backed securities, certain time deposits of insured banks and savings institutions, certain bankers’ acceptances, repurchase agreements, purchases of federal funds, money market funds, municipal securities, corporate debt and equity securities, commercial paper and mutual funds.

We classify investment securities as available for sale at the date of purchase. We currently have no investment securities classified as trading or held to maturity.

At March 31, 2007 we had $57.6 million of investment securities compared with $65.3 million and $73.2 million at December 31, 2006 and 2005, respectively. All of these investment securities are classified as securities available for sale.

The contractual maturity distribution and weighted average yield of our available for sale portfolio at March 31, 2007 and at December 31, 2006 are summarized in the tables below. Weighted average yield is calculated by dividing income within each maturity range by the outstanding amount. Securities available for sale are carried at amortized cost in the table below for purposes of calculating the weighted average yield received on such securities.

The carrying value of our securities available for sale at March 31, 2007, and at December 31, 2006, 2005 and 2004 is set forth below.

General. Customer deposits, borrowings, scheduled amortization and prepayments of loan principal and funds provided by operations are our primary sources of funds for use in lending, investing and for other general purposes. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

Deposits. We offer a variety of deposit accounts having a range of interest rates and terms. We currently offer savings accounts, NOW accounts, checking accounts, money market accounts and time deposits. We also offer IRA accounts.

Deposits generated through our branch network are our primary means of funding growth. Since December 31, 2002, our deposits have grown from $290.9 million to $1.2 billion as of March 31, 2007. Our deposit growth was primarily due to the growth in our branch network and our competitive pricing. As of March 31, 2007 we had 10 Silver State Bank branch offices and two Choice Bank branch offices. We expect to open two new Silver State Bank branches and two new Choice Bank branches in 2007.

Deposit flows are influenced significantly by general and local economic conditions, changes in prevailing interest rates, pricing of deposits and competition. Our deposits are primarily obtained from the market areas surrounding our offices. We rely primarily on paying competitive rates, providing strong customer service and maintaining long-standing relationships with customers to attract and retain these deposits. We also use brokers to obtain deposits when we require additional funding to meet loan demand. As of March 31, 2007, four of our depositors accounted for $272.3 million, or 23.6%, of our brokered deposits. The deposit balances of these four customers, which accounted for 23.6% of our deposits of March 31, 2007, are considered for regulatory purposes to be brokered deposits, and constitute all our brokered deposits at that date. Brokered deposits are generally considered to be deposits that have been received by us from a registered broker that is acting on behalf of that broker’s customer. Often, a broker will direct a customer’s deposits to the banking institution offering the highest interest rate available. The balances of our brokered deposits measured as of each month end from January 1, 2006 to March 31, 2007 have fluctuated, ranging from a high of $272.3 million, or 23.6% of total deposits to a low of $59.2 million, or 8.3% of total deposits. In addition, we obtain deposits via the internet. The primary reason for our increase in time deposits in 2006 was that we offered competitive rates on our certificates of deposits to fund our loan demand.

In determining our deposit rates, we consider local competition, U.S. Treasury securities offerings, the rates charged on other sources of funds and our funding requirements. Core deposits (defined as non-time deposit accounts) represented 62.5% of total deposits at March 31, 2007. At March 31, 2007, time deposits with remaining terms to maturity of less than one year amounted to $409.2 million.

The following table presents our average balances and rates by deposit category for the periods indicated:

The following table presents in time deposits with balances of $100,000 and over maturing, for the periods indicated:

Borrowings. From time to time we obtain advances from the FHLB, which are generally secured by a blanket lien against certain portions of our real estate loan portfolio. Borrowings from the FHLB are generally limited to twenty times the amount of FHLB stock owned. Short-term borrowed funds at the dates and for the periods presented are summarized as follows:

In addition, we had $50.0 million in long term advances from the FHLB at March 31, 2007 and December 31, 2006, compared to $49.0 million at December 31, 2005.

From time to time we have formed special purpose trusts for the sole purpose of issuing guaranteed preferred beneficial interests in its junior subordinated debentures, or trust preferred securities, and investing the

proceeds thereof in the junior subordinated debentures issued by us. The funds raised through the issuance of junior subordinated debt have been used to supplement our capital and help us grow our assets. At March 31, 2007 we had $38.7 million of junior subordinated debentures issued to the following special purpose trusts:

The trust preferred securities qualify as Tier 1 Capital for Silver State Bancorp, subject to certain limitations, with the excess being included in total capital for regulatory purposes. Payment of distributions out of the monies held by the trusts and payments on liquidation of the trusts or the redemption of the trust preferred securities are guaranteed by us to the extent the trusts have funds available. Our obligations under the guarantees and the junior subordinated debentures are subordinate and junior in right of payment to all of our indebtedness and will be structurally subordinated to all liabilities and obligations of our subsidiaries. In the event of certain changes or amendments to regulatory requirements or Federal tax rules, the debt is redeemable in whole.

In June of 2007, our Board of Directors authorized the Company to enter into a 90-day non-revolving term loan facility for up to $20.0 million prior to June 30, 2007. We have received an oral commitment with a signed term sheet for this loan facility from a large commercial bank and we intend to draw upon the full $20.0 million. The proceeds will be contributed as equity capital to Choice Bank and Silver State Bank in such amounts as to allow them to be deemed “well capitalized” for regulatory capital purposes as of June 30, 2007 without any reduction in assets. Any amounts outstanding at the closing of this offering will be repaid in full with the proceeds of this offering. The FDIC determines the applicable insurance premium for each bank each quarter, based in part, on the bank’s regulatory capital classification as of each quarter end. If Silver State Bank and Choice Bank fail to be deemed “well capitalized” at June 30, 2007, they each will incur increased premiums for deposit insurance, Silver State Bank and Choice Bank also will be required to obtain FDIC approval to gather brokered deposits during such times as they are considered to be “adequately capitalized” for regulatory capital purposes. See “Supervision and Regulation — Bank Regulation — Insurance of Deposit Accounts” and “— Capital Standards.”

We have two wholly-owned bank subsidiaries, Silver State Bank and Choice Bank. Silver State Bank is a Nevada-chartered commercial bank headquartered in Henderson, Nevada. Silver State Bank is one of the largest banks headquartered in Nevada, with $1.2 billion in assets, $1.0 billion in loans and $1.0 billion in deposits as of March 31, 2007. Silver State Bank has 10 full-service offices in the greater Las Vegas market area. In addition, Silver State Bank expects to open two full-service offices in the greater Las Vegas market area in the next 12 months and four additional full-service offices before the end of 2008.

Choice Bank is an Arizona-chartered commercial bank headquartered in Scottsdale, Arizona. As of March 31, 2007, Choice Bank had $185.4 million in assets, $143.9 million in loans and $137.4 million in deposits. Choice Bank has one full-service office in Scottsdale and one in Sun City West. In addition, Choice Bank expects to open two full-service offices in the Phoenix/Scottsdale market area in the next 12 months.

We currently operate our business in two reportable operating segments, Silver State Bank and Choice Bank. Please refer to Note 19 of notes to our consolidated financial statements “Segment Information” for financial information regarding segment reporting.

As of March 31, 2007, we had 284 full-time employees and 11 part-time employees. Employees are not represented by a collective bargaining unit and we consider our relationship with our employees to be good.

The following discussion is only intended to summarize significant statutes and regulations that affect the banking industry and therefore is not a comprehensive survey of the field. These summaries are qualified in their entirety by reference to the particular statute or regulation that is referenced or described. Changes in applicable laws or regulations or in the policies of banking supervisory agencies, or the adoption of new laws or regulations, may have a material effect on our business and prospects. Changes in fiscal or monetary policies also may affect us. The probability, timing, nature or extent of such changes or their effect on us cannot be predicted.

General. Silver State Bancorp is a bank holding company and is registered with the Board of Governors of the Federal Reserve System, under the BHC Act. As such, the Federal Reserve is our primary federal regulator, and we are subject to extensive regulation, supervision and examination by the Federal Reserve. Silver State Bancorp must file reports with the Federal Reserve and provide it with such additional information as it may require.

Under Federal Reserve regulations, a bank holding company is required to serve as a source of financial and managerial strength for its subsidiary banks and may not conduct its operations in an unsafe or unsound manner. In addition, it is the Federal Reserve’s policy that, in serving as a source of strength to its subsidiary banks, a bank holding company should stand ready to use its available resources to provide adequate capital to its subsidiary banks during period of financial stress or adversity and should maintain the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks. A bank holding company’s failure to meet these obligations will generally be considered by the Federal Reserve to be an unsafe and unsound banking practice or a violation of Federal Reserve regulations, or both.

Among its powers, the Federal Reserve may require a bank holding company to terminate an activity or terminate control of, divest or liquidate subsidiaries or affiliates that the Federal Reserve determines constitute a significant risk to the financial safety or soundness of the bank holding company or any of its bank subsidiaries. Subject to certain exceptions, bank holding companies are also required to give written notice to and receive approval from the Federal Reserve before purchasing or redeeming their common stock or other equity securities. The Federal Reserve also may regulate provisions of a bank holding company’s debt, including by imposing interest rate ceilings and reserve requirements. In addition, the Federal Reserve requires all bank holding companies to maintain capital at or above certain prescribed levels.

Holding Company Bank Ownership. The BHC Act requires every bank holding company to obtain the approval of the Federal Reserve before it may acquire, directly or indirectly, ownership or control of any voting shares of another bank or bank holding company if, after such acquisition, it would own or control more than 5% of any class of the outstanding voting shares of such other bank or bank holding company, acquire all or substantially all the assets of another bank or bank holding company or merge or consolidate with another bank holding company.

Holding Company Nonbank Ownership. With certain exceptions, the BHC Act prohibits a bank holding company from acquiring or retaining, directly or indirectly, ownership or control of more than 5% of the outstanding voting shares of any company that is not a bank or bank holding company, or from engaging, directly or indirectly, in activities other than those of banking, managing or controlling banks, or providing services for its subsidiaries. The principal exceptions to these prohibitions involve certain nonbank activities that have been identified, by statute or by Federal Reserve regulation or order as activities so closely related to the business of banking or of managing or controlling banks as to be a proper incident thereto. Business activities that have been determined to be so related to banking include securities brokerage services, investment advisory services, fiduciary services and certain management advisory and data processing services, among others.

Change in Control. In the event that the BHC Act is not applicable to a person or entity, the Change in Bank Control Act of 1978, or the CIBC Act, requires that such person or entity give notice to the Federal Reserve and the Federal Reserve not disapprove such notice before such person or entity may acquire “control” of a bank or bank holding company. A limited number of exemptions apply to such transactions. Control is conclusively presumed to exist if a person or entity acquires 25% or more of the outstanding shares of any class of voting stock of the bank holding company or insured depository institution. Control is rebuttably presumed to exist if a person or entity acquires 10% or more but less than 25% of such voting stock and either the issuer has a class of registered securities under Section 12 of the Exchange Act, or no other person or entity will own, control or hold the power to vote a greater percentage of such voting stock immediately after the transaction.

State Law Restrictions. As a Nevada corporation, Silver State Bancorp is subject to certain limitations and restrictions under applicable Nevada corporate law. For example, Nevada law imposes restrictions relating to indemnification of directors, maintenance of books, records and minutes and observance of certain corporate formalities. Silver State Bancorp also is a bank holding company within the meaning of state law in the states where its subsidiary banks are located. As such, it is subject to examination by and may be required to file reports with the Nevada Financial Institutions Division, or the Nevada DFI, under sections 666.095 and 666.105 of the Nevada Revised Statutes. Silver State Bancorp must obtain the approval of the Nevada Commissioner of Financial Institutions, or the Nevada Commissioner, before it may acquire a bank. Any transfer of control of a Nevada bank holding company must be approved in advance by the Nevada Commissioner.

Under section 6-142 of the Arizona Revised Statutes, no person may acquire control of a company that controls an Arizona bank without the prior approval of the Arizona Superintendent of Financial Institutions, or the Arizona Superintendent. A person who has the power to vote 15% or more of the voting stock of a controlling company is presumed to control the company.

General. We control two subsidiary banks. Silver State Bank, located in Henderson, Nevada, is chartered by the State of Nevada and is subject to primary regulation, supervision and examination by the Nevada DFI. Choice Bank, located in Scottsdale, Arizona, is chartered by the State of Arizona and is subject to primary regulation, supervision and examination by the Arizona Department of Financial Institutions, or the Arizona DFI. Each bank also is subject to regulation by the FDIC, which is its primary federal banking supervisory authority, and, as to certain matters, the Federal Reserve, although neither bank is a member of the Federal Reserve System.

Federal and state banking laws and the implementing regulations promulgated by the federal and state banking regulatory agencies cover most aspects of the banks’ operations, including capital requirements, reserve requirements against deposits and for possible loan losses and other contingencies, dividends and other distributions to stockholders, customers’ interests in deposit accounts, payment of interest on certain deposits, permissible activities and investments, securities that a bank may issue and borrowings that a bank may incur, rate of growth, number and location of branch offices and acquisition and merger activity with other financial institutions.

In addition, if, as a result of an examination, the FDIC were to determine that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of either of the banks’ operations had become unsatisfactory, or that either of the banks or their management was in violation of any law of regulation, the FDIC may take a number of different remedial actions as it deems appropriate. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative actions to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in the bank’s capital, to restrict the bank’s growth, to assess civil monetary penalties against the bank’s officers or directors, to remove officers and directors and, if the FDIC concludes that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate the bank’s deposit insurance.

Under Nevada and Arizona law, each of the respective state banking supervisory authorities has many of the same remedial powers with respect to its state-chartered banks.

Insurance of Deposit Accounts. Deposits in the banks are insured by the FDIC to applicable limits through the Deposit Insurance Fund, or DIF. Both of our subsidiary banks are required to pay deposit insurance premiums, which are assessed and paid quarterly. Pursuant to The Federal Deposit Insurance Corporation Improvement Act, the FDIC had established a risk-based assessment system for insured depository institutions that took into account the risks attributable to different categories and concentrations of assets and liabilities. Under the risk-based assessment system, the FDIC assigned an institution to one of the three capital categories based on the institution’s financial information as of its most recent quarterly financial report filed with the applicable bank regulatory agency prior to the commencement of the assessment period, consisting of (1) well capitalized, (2) adequately capitalized or (3) undercapitalized. The FDIC also assigned an institution to one of three supervisory subcategories within each capital group. The supervisory subgroup to which an institution was assigned was based on a supervisory evaluation provided to the FDIC by the institution’s primary federal regulator and information that the FDIC determined to be relevant to the institution’s financial condition and the risk posed to the Deposit Insurance Fund, or DIF (formerly the Savings Association Insurance Fund, or SAIF, and the Bank Insurance Fund, or BIF). An institution’s deposit insurance assessment rate depended on the capital category and supervisory subcategory to which it was assigned. Under the risk-based assessment system, there were nine assessment risk classifications (i.e., combinations of capital groups and supervisory subgroups) to which different assessment rates were applied, ranging from 0 to 27 basis points. The assessment rates for our BIF-assessable and SAIF-assessable deposits from 1997 through 2006 were each 0 basis points.

On February 8, 2006, President Bush signed the “Federal Deposit Insurance Reform Act of 2005,” or the 2005 Deposit Act, into law. The 2005 Deposit Act contains provisions designed to reform and modernize the federal deposit insurance system. Effective January 1, 2007, the FDIC established a new risk-based assessment system for determining the deposit insurance assessments to be paid by insured depository institutions. The FDIC consolidated the previous nine assessment rate categories into four new categories. Base assessment rates range from two to four basis points for Risk Category I institutions and seven basis points for Risk Category II institutions, twenty-five basis points for Risk Category III institutions and forty basis points for Risk Category IV institutions. For institutions within Risk Category I, assessment rates will depend upon a combination of Capital adequacy, Asset quality, Management, Earnings, Liquidity, Sensitivity to Market Risk, or CAMELS, component ratings and financial ratios, or for large institutions with long-term debt issuer ratings, assessment rates will depend on a combination of long-term debt issuer ratings and CAMELS component ratings. The FDIC has the flexibility to adjust rates, without further notice-and-comment rulemaking, provided that no such adjustment can be greater than three basis points from one quarter to the next, that adjustments cannot result in rates more than three basis points above or below the base rates and that rates cannot be negative. Effective January 1, 2007, the FDIC has set the assessment rates at three basis points above the base rates. Assessment rates will, therefore, range from five to forty-three basis points of deposits. The FDIC also established 1.25% of estimated insured deposits as the designated reserve ratio of the DIF. The FDIC is authorized to change the assessment rates as necessary, subject to the previously discussed limitations, to maintain the required reserve ratio of 1.25%.

Silver State Bancorp is considered “well capitalized” for regulatory purposes as of March 31, 2007. As of December 31, 2006 both Silver State Bank and Choice Bank were “well capitalized.” As of March 31, 2007 both Silver State Bank and Choice Bank are “adequately capitalized.” Pursuant to the FDIC’s risk-based deposit insurance assessment system, the deposit insurance assessment rate for both Silver State Bank and Choice Bank has increased as a result of the adequately capitalized status of each bank at March 31, 2007. Any increase in insurance assessments would have an adverse effect on our and our subsidiaries’ earnings. In addition, both of Silver State Bank and Choice Bank would be required to obtain FDIC approval to gather brokered deposits during such times as they are considered to be “adequately capitalized.”

Change in Control. The application of the CIBC Act is described in the discussion above regarding bank holding companies. Under Nevada banking law, a Nevada bank must report a change in ownership of 10% or

more of the bank’s outstanding voting stock to the Nevada DFI within three business days after obtaining knowledge of the change. Any person who acquires control of a Nevada bank must obtain the prior approval of the Nevada Commissioner. Arizona banking law provides that no person may acquire control of an Arizona bank without the prior approval of the Arizona Superintendent. A person who has the power to vote 15% or more of the voting stock of an Arizona bank is presumed to control the bank.

Bank Merger. Section 18(c) of the Federal Deposit Insurance Act, or the FDI Act, requires a bank or any other insured depository institution to obtain the approval of its primary federal banking supervisory authority before it may merge or consolidate with or acquire the assets or assume the liabilities of any other insured depository institution. State law requirements are similar. Nevada banking law requires that a bank must obtain the prior approval of the Nevada Commissioner before it may merge or consolidate with or transfer its assets and liabilities to another bank. Arizona banking law requires the approval of the Arizona Superintendent before a bank may merge or consolidate with another bank.

Regulatory Capital Guidelines. The Federal Reserve and the FDIC have risk-based capital adequacy guidelines intended to measure capital adequacy with regard to the degree of risk associated with a banking organization’s operations for transactions reported on the balance sheet as assets and transactions, such as letters of credit and recourse arrangements, that are reported as off-balance-sheet items. Under these guidelines, the nominal dollar amounts of assets on the balance sheet and credit-equivalent amounts of off-balance-sheet items are multiplied by one of several risk adjustment percentages. These range from 0.0% for assets with low credit risk, such as cash and certain U.S. government securities, to 100.0% for assets with relatively higher credit risk, such as business loans. A banking organization’s risk-based capital ratios are obtained by dividing its Tier 1 capital and total qualifying capital (Tier 1 capital and a limited amount of Tier 2 capital) by its total risk-adjusted assets and off-balance-sheet items. Tier 1 capital consists of common stock, retained earnings, noncumulative perpetual preferred stock and minority interests in certain subsidiaries, less most other intangible assets. Tier 1 capital also includes trust-preferred securities in an amount not to exceed 25% of total capital, net of goodwill. Tier 2 capital may include a limited amount of the allowance for loan and lease losses and certain other instruments that have some characteristics of equity. The inclusion of elements of Tier 2 capital as qualifying capital is subject to certain other requirements and limitations of the federal banking supervisory agencies. Since December 31, 1992, the Federal Reserve and the FDIC have required a minimum ratio of Tier 1 capital to risk-adjusted assets and off-balance-sheet items of 4.0% and a minimum ratio of qualifying total capital to risk-adjusted assets and off-balance-sheet items of 8.0%.

The Federal Reserve and the FDIC also require banking organizations to maintain a minimum amount of Tier 1 capital relative to average total assets, referred to as the leverage ratio. The principal objective of the leverage ratio is to place a limit on the extent to which a bank holding company may leverage its equity capital base. For a banking organization rated in the highest of the five categories used by regulators to rate banking organizations, the minimum leverage ratio of Tier 1 capital to total assets is 3.0%. However, an institution with a 3.0% leverage ratio would be unlikely to receive the highest rating since a strong capital position is a significant part of the regulators’ rating criteria. All banking organizations not rated in the highest category must maintain an additional capital cushion of 100 to 200 basis points. The Federal Reserve and the FDIC have the discretion to set higher minimum capital requirements for specific institutions whose specific circumstances warrant it, such as a bank or bank holding company experiencing or anticipating significant growth. A bank that does not achieve and maintain the required capital levels may be issued a capital directive by the Federal Reserve or the FDIC, as appropriate, to ensure the maintenance of required capital levels. Neither the Federal Reserve nor the FDIC has advised Silver State Bancorp or any of its subsidiary banks that it is subject to any special capital requirements.

The regulatory capital guidelines and actual capitalization of Silver State Bancorp on a consolidated basis and for each of its subsidiary banks is as follows:

As of March 31, 2007, Silver State Bank and Choice Bank are “adequately capitalized” for regulatory purposes. In June of 2007, our Board of Directors authorized the Company to enter into a 90-day non-revolving term loan facility for up to $20.0 million prior to June 30, 2007. We have received an oral commitment with a signed term sheet for this loan facility from a large commercial bank and we intend to draw upon the full $20.0 million. The proceeds will be contributed as equity capital to Choice Bank and Silver State Bank in such amounts as to allow them to be deemed “well capitalized” for regulatory capital purposes as of June 30, 2007 without any reduction in assets. Any amounts outstanding at the closing of this offering will be repaid in full with the proceeds of this offering. The FDIC determines the applicable insurance premium for each bank each quarter, based in part, on the bank’s regulatory capital classification as of each quarter end. If Silver State Bank and Choice Bank fail to be deemed “well capitalized” at June 30, 2007, they each will incur increased premiums for deposit insurance. Silver State and Choice Bank also will be required to obtain FDIC approval to gather brokered deposits during such times as they are considered to be “adequately capitalized” for regulatory capital purposes.

Prompt Corrective Action. Federal banking agencies possess broad powers to take corrective and other supervisory action to resolve the problems of insured depository institutions, including institutions that fall below one or more of the prescribed minimum capital ratios described above. An institution that is classified based upon its capital levels as well-capitalized, adequately capitalized, or undercapitalized may be treated as though it was in the next lower capital category if its primary federal banking supervisory authority, after notice and opportunity for hearing, determines that an unsafe or unsound condition or practice warrants such treatment. At each successively lower capital category, an insured depository institution is subject to additional restrictions. A bank holding company must guarantee that a subsidiary bank that adopts a capital restoration plan will meet its plan obligations, in an amount not to exceed 5% of the subsidiary bank’s assets or the amount required to meet regulatory capital requirements, whichever is less. Any capital loans made by a bank holding company to a subsidiary bank are subordinated to the claims of depositors of the bank and to certain other indebtedness of the subsidiary bank. In the event of the bankruptcy of a bank holding company, any commitment by the bank holding company to a federal banking regulatory agency to maintain the capital of a subsidiary bank would be assumed by the bankruptcy trustee and would be entitled to priority of payment.

In addition to measures that may be taken under the prompt corrective action provisions, federal banking regulatory authorities may bring enforcement actions against banks and bank holding companies for unsafe or unsound practices in the conduct of their businesses or for violations of any law, rule or regulation, any condition

imposed in writing by the appropriate federal banking regulatory authority or any written agreement with the authority. Possible enforcement actions include the appointment of a conservator or receiver, the issuance of a cease-and-desist order that could be judicially enforced, the termination of deposit insurance (in the case of a depository institution), the imposition of civil money penalties, the issuance of directives to increase capital, the issuance of formal and informal agreements, the issuance of removal and prohibition orders against institution-affiliated parties and the enforcement of such actions through injunctions or restraining orders. In addition, a bank holding company’s inability to serve as a source of strength for its subsidiary banks could serve as an additional basis for a regulatory action against the bank holding company.

Under Nevada law, if the stockholders’ equity of a Nevada state-chartered bank becomes impaired, the Nevada Commissioner must require the bank to correct the impairment within three months after receiving notice from the Nevada Commissioner. If the impairment is not corrected, the Nevada Commissioner may take possession of the bank and liquidate it.

Dividends. Silver State Bancorp has never declared or paid cash dividends on its capital stock. Silver State Bancorp currently intends to retain any future earnings for future growth and does not anticipate paying any cash dividends in the foreseeable future. Any determination in the future to pay dividends will be at the discretion of Silver State Bancorp’s board of directors and will depend on the company’s earnings, financial condition, results of operations, business prospects, capital requirements, regulatory restrictions, contractual restrictions and other factors that the board of directors may deem relevant.

Silver State Bancorp’s ability to pay dividends is subject to the regulatory authority of the Federal Reserve. Although there are no specific federal laws or regulations restricting dividend payments by bank holding companies, the supervisory concern of the Federal Reserve focuses on a holding company’s capital position, its ability to meet its financial obligations as they come due, and its capacity to act as a source of financial strength to its subsidiaries. In addition, Federal Reserve policy discourages the payment of dividends by a bank holding company that is not supported by current operating earnings.

Section 78-288 of the Nevada Revised Statutes provides that no cash dividend or other distribution to stockholders, other than a stock dividend, may be made by a Nevada corporation if, after giving effect to the dividend, the corporation would not be able to pay its debts as they become due or, unless specifically allowed by the articles of incorporation, the corporation’s total assets would be less than the sum of its total liabilities and the claims of preferred stockholders upon dissolution of the corporation.

From time to time, Silver State Bancorp may become a party to financing agreements and other contractual obligations that have the effect of limiting or prohibiting the declaration or payment of dividends. Holding company expenses and obligations with respect to its outstanding trust preferred securities and corresponding subordinated debt also may limit or impair Silver State’s ability to declare and pay dividends.

Since Silver State Bancorp has no significant assets other than the voting stock of its subsidiaries, it currently depends on dividends from its bank subsidiaries for a substantial portion of its revenue. The ability of a state nonmember bank to pay cash dividends is not restricted by federal law or regulations. State law imposes restrictions on the ability of each of Silver State Bancorp’s subsidiary banks to pay dividends:

As of March 31, 2007, Silver State Bank and Choice Bank are “adequately capitalized” for regulatory purposes. Therefore, as of March 31, 2007, Silver State Bank and Choice Bank had the unrestricted ability to pay dividends in an aggregate amount of approximately $20 million and to remain “adequately-capitalized.”

Redemption. A bank holding company may not purchase or redeem its equity securities without the prior written approval of the Federal Reserve if the purchase or redemption combined with all other purchases and redemptions by the bank holding company during the preceding 12 months equals or exceeds 10% of the bank holding company’s consolidated net worth. However, prior approval is not required, under Federal Reserve regulations, if the bank holding company is well-managed, not the subject of any unresolved supervisory issues and both before and immediately after the purchase or redemption is well-capitalized.

Interstate Banking and Branching. The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, or the Riegle-Neal Act, generally authorizes interstate branching. Currently, bank holding companies may purchase banks in any state, and banks may merge with banks in other states, unless the home state of the bank holding company or either merging bank has opted out under the Riegle-Neal Act. After properly entering a state, an out-of-state bank may establish new branches or acquire branches or acquire other banks on the same terms as a bank that is chartered by the state.

Nevada has enacted legislation authorizing interstate mergers pursuant to the Riegle-Neal Act. The Nevada statute permits out-of-state banks and bank holding companies meeting certain requirements to maintain and operate the Nevada branches of a Nevada bank that are acquired in an interstate combination. An out-of-state bank may not enter the state by establishing a new branch or acquiring a branch of a depository institution in Nevada without acquiring the institution itself, and an out-of-state bank holding company without a subsidiary bank in Nevada may not establish a new bank. However, with the written approval of the Nevada Commissioner, such an out-of-state bank or bank holding company may engage in such a transaction in a county with a population of less than 100,000.

An out-of-state bank may enter Arizona by establishing a new branch or by acquiring a single branch of a financial institution that is headquartered in the state, provided that the branch is more than five years old and the state in which the out-of-state bank is headquartered extends reciprocal rights. An out-of-state bank holding company without a subsidiary bank in Arizona may establish a new bank in the state, and thereafter may acquire additional banks.

Financial Holding Company Status. The Financial Services Modernization Act of 1999, also known as the Gramm-Leach-Bliley Act, or GLB Act, was enacted in order to establish a comprehensive framework to permit affiliations among commercial banks, insurance companies, securities and investment banking firms and other financial service providers. The GLB Act revised the BHC Act to permit a qualifying bank holding company to engage in a broader range of financial activities, primarily through wholly owned subsidiaries, and thereby to foster greater competition among financial service companies. The GLB Act also contains provisions that expressly preempt any state law restricting the establishment of financial affiliations, primarily with regard to insurance activities. The GLB Act:

In order to become or remain a financial holding company, a bank holding company must be well-capitalized, well-managed, and, except in limited circumstances, in compliance with the CRA. Failure by a financial holding company to maintain compliance with these requirements or correct non-compliance within a fixed time period could lead to the divesture of all subsidiary banks or a requirement to conform all nonbanking activities to those permissible for a bank holding company. A bank holding company that is not also a financial holding company can only engage in banking and such other activities that were determined by the Federal Reserve to be so closely related to banking or managing or controlling banks as to be a proper incident thereto at the time that the GLB Act was adopted by Congress.

A bank holding company that qualifies and elects to become a financial holding company may affiliate with securities firms and insurance companies and engage in investment banking and other activities that are financial in nature or are incidental or complementary to activities that are financial in nature. Under the regulations of the Federal Reserve implementing the GLB Act, activities that are financial in nature and may be engaged in by financial holding companies include securities underwriting, dealing and market making, sponsoring mutual funds and investment companies, engaging in insurance underwriting and brokerage activities, investing (without providing routine management) in companies engaged in nonfinancial activities and conducting activities that the Federal Reserve, in consultation with the Secretary of the Treasury, determines from time to time to be financial in nature or incidental to a financial activity.

Silver State Bancorp does not believe that the GLB Act will have a material effect on its operations, at least in the near-term. Silver State Bancorp is not a financial holding company and has no current plans to engage in any activities not permitted to bank holding companies. However, to the extent that the GLB Act enables banks, securities firms and insurance companies to affiliate, the financial service industry may experience further consolidation. The GLB Act also may contribute to an increase in the level of competition that Silver State Bancorp faces from larger institutions and other types of companies offering diversified financial products, many of which may have substantially greater financial resources than Silver State Bancorp has.

Interagency Guidance on Concentrations in Commercial Real Estate Lending. On December 6, 2006, the Federal Reserve, the Office of the Comptroller of the Currency, or the OCC and the FDIC adopted guidance entitled “Concentrations in Commercial Real Estate (CRE) Lending, Sound Risk Management Practices,” or the CRE Guidance, to address concentrations of commercial real estate loans in financial institutions. Although the CRE Guidance does not establish specific commercial real estate lending limits, the Federal Reserve, OCC and FDIC use the following criteria to evaluate whether an institution has a commercial real estate concentration risk. An institution may be identified for further supervisory analysis if it has experienced rapid growth in commercial real estate lending or has notable exposure to a specific type of commercial real estate. An institution may also be subject to further supervisory analysis if its total reported loans for construction, land development and other land represent 100 percent or more of that institution’s total capital, or if the institution’s total commercial real estate loans represent 300 percent or more of its total capital and the outstanding balance of its commercial real estate portfolio has increased by 50 percent or more during the prior 36 months. The CRE Guidance applies to financial institutions with an accumulation of credit concentration exposures and asks that the institutions quantify the additional risk such exposures may pose. Such quantification should include the stratification of the commercial real estate portfolio by, among other things, property type, geographic market, tenant concentrations, tenant industries, developer concentrations and risk rating. In addition, an institution should perform periodic market analyses for the various property types and geographic markets represented in its portfolio. Further, an institution with commercial real estate concentration risk should also perform portfolio level stress tests or sensitivity analysis to quantify the effect of changing economic conditions on asset quality, earnings and capital. We believe that the CRE Guidance will not have a material impact on the conduct of our business and we have implemented requirements and suggestions set forth in the CRE Guidance during 2007. See “Business — Lending Activities — Loan Approval Procedures and Authority — Concentrations of Credit Risk.”

Interagency Guidance on Nontraditional Mortgage Product Risks. On October 4, 2006, the FDIC and other federal bank regulatory authorities published the Interagency Guidance on Nontraditional Mortgage Product Risks, or the Guidance. The Guidance describes sound practices for managing risk, as well as marketing, originating and servicing nontraditional mortgage products, which include, among other things, interest-only loans. The Guidance sets forth supervisory expectations with respect to loan terms and underwriting standards, portfolio and risk management practices and consumer protection. For example, the Guidance indicates that originating interest-only loans with reduced documentation is considered a layering of risk and that institutions are expected to demonstrate mitigating factors to support their underwriting decision and the borrower’s repayment capacity. Specifically, the Guidance indicates that a lender may accept a borrower’s statement as to the borrower’s income without obtaining verification only if there are mitigating factors that clearly minimize the need for direct verification of repayment capacity and that, for many borrowers, institutions should be able to readily document income.

We have evaluated the Guidance to determine our compliance and, as necessary, modified our risk management practices and underwriting guidelines. The Guidance does not apply to all mortgage lenders with whom we compete for loans. Therefore, we cannot predict the impact the Guidance may have, if any, on our loan origination volumes in future periods.

Transactions with Affiliates. Banks are subject to restrictions imposed by the Federal Reserve Act and regulations adopted by the Federal Reserve to implement it with regard to purchase of assets from affiliates, extensions of credit to affiliates, investments in securities issued by affiliates and the use of affiliates’ securities as collateral for loans to any borrower. These laws and regulations may limit the ability of Silver State Bancorp to obtain funds from its subsidiary banks for its cash needs, including funds for payment of dividends, interest and operational expenses.

Insider Credit Transactions. Banks also are subject to certain restrictions under the Federal Reserve Act and Federal Reserve regulations regarding extensions of credit to executive officers, directors or principal stockholders of a bank and its affiliates or to any related interests of such persons (i.e., insiders). All extensions of credit to insiders must be made on substantially the same terms and pursuant to the same credit underwriting procedures as are applicable to comparable transactions with persons who are neither insiders nor employees, and must not involve more than the normal risk of repayment or present other unfavorable features. Insider loans also are subject to certain lending limits, and the regulations impose restrictions on overdrafts to insiders and requirements for prior approval by the bank’s board of directors.

Lending Limits. State banking law generally limits the amount of funds that a bank may lend to a single borrower. Under Nevada law, the total amount of outstanding extensions of credit that a bank may make to a single borrower generally may not exceed 25% of Tier 1 capital plus allowance for loan losses. Under Arizona law, the aggregate extensions of credit of a bank to one borrower may not exceed 15% of the bank’s capital. “See Business — Loan Approval Procedures and Authority — Loans to One Borrower.”

Tying Arrangements. Silver State Bancorp and its subsidiary banks are prohibited from engaging in certain tying arrangements in connection with any extension of credit, sale or lease of property or furnishing of services. With certain exceptions for traditional banking services, Silver State Bancorp’s subsidiary banks may not condition an extension of credit to a customer on a requirement that the customer obtain additional credit, property or services from the bank, Silver State Bancorp or any of Silver State Bancorp’s other subsidiaries, that the customer provide some additional credit, property or services to the bank, Silver State Bancorp or any of Silver State Bancorp’s other subsidiaries or that the customer refrain from obtaining credit, property or other services from a competitor.

Regulation of Management. Federal law sets forth circumstances under which officers or directors of a bank or bank holding company may be removed by the institution’s primary federal banking supervisory authority. Federal law also prohibits a management official of a bank or bank holding company from serving as a

management official with an unaffiliated bank or bank holding company that has offices within a specified geographic area that is related to the location of the bank’s offices and the asset size of the institutions.

Safety and Soundness Standards. Federal law imposes upon banks certain non-capital safety and soundness standards. These standards cover internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation and benefits. Additional standards apply to asset quality, earnings and stock valuation. An institution that fails to meet these standards must develop a plan, acceptable to its regulators, specifying the steps that the institution will take to meet the standards. Failure to submit or implement such a plan may subject the institution to regulatory sanctions.

The banking regulatory authorities have increased their attention in recent years to compliance with consumer protection laws and their implementing regulations. Examination and enforcement have become more intense in nature, and insured institutions have been advised to monitor carefully compliance with such laws and regulations. Silver State Bank and Choice Bank are subject to many federal consumer protection statutes and regulations, some of which are discussed below.

Community Reinvestment Act. The CRA is intended to encourage insured depository institutions, while operating safely and soundly, to help meet the credit needs of their communities. The CRA specifically directs the federal regulatory agencies, when examining insured depository institutions, to assess a bank’s record of helping meet the credit needs of its entire community, including low- and moderate-income neighborhoods, consistent with safe and sound banking practices. The CRA further requires the agencies to take a financial institution’s record of meeting its community credit needs into account when evaluating applications for, among other things, domestic branches, mergers or acquisitions, or holding company formations. The agencies use the CRA assessment factors in order to provide a rating to the financial institution. The ratings range from a high of “outstanding” to a low of “substantial noncompliance.” Silver State Bank was rated “outstanding” in its last examination for CRA compliance, as of June 1, 2005. Choice Bank was rated “satisfactory” in its last examination for CRA compliance, as of March 1, 2005.

Equal Credit Opportunity Act. The Equal Credit Opportunity Act generally prohibits discrimination in any credit transaction, whether for consumer or business purposes, on the basis of race, color, religion, national origin, sex, marital status, age (except in limited circumstances), receipt of income from public assistance programs, or good faith exercise of any rights under the Consumer Credit Protection Act.

Truth in Lending Act. The Truth in Lending Act, or TILA, is designed to ensure that credit terms are disclosed in a meaningful way so that consumers may compare credit terms more readily and knowledgeably. As a result of the TILA, all creditors must use the same credit terminology to express rates and payments, including the annual percentage rate, the finance charge, the amount financed, the total of payments and the payment schedule, among other things.

Fair Housing Act. The Fair Housing Act, or FHA, regulates many practices, and makes it unlawful for any lender to discriminate in its housing-related lending activities against any person because of race, color, religion, national origin, sex, handicap or familial status. A number of lending practices have been found by the courts to be illegal under the FHA, including some practices that are not specifically mentioned in the FHA.

Home Mortgage Disclosure Act. The Home Mortgage Disclosure Act, or HMDA, grew out of public concern over credit shortages in certain urban neighborhoods and provides public information that is intended to help show whether financial institutions are serving the housing credit needs of the neighborhoods and communities in which they are located. The HMDA also includes a “fair lending” aspect that requires the collection and disclosure of data about applicant and borrower characteristics as a way of identifying possible discriminatory lending patterns and enforcing anti-discrimination statutes. Beginning with data reported for 2004,

the amount of information that financial institutions collect and disclose concerning applicants and borrowers has expanded, which is expected to increase the attention that HMDA data receives from state and federal banking supervisory authorities, community-oriented organizations and the general public.

Real Estate Settlement Practices Act. The Real Estate Settlement Procedures Act, or RESPA, requires lenders to provide borrowers with disclosures regarding the nature and cost of real estate settlements. RESPA also prohibits certain abusive practices, such as kickbacks and fee-splitting without providing settlement services.

Penalties under the above laws may include fines, reimbursements and other penalties. Due to heightened regulatory concern related to compliance with these laws generally, Silver State Bancorp and its subsidiary banks may incur additional compliance costs or be required to expend additional funds for investments in its local communities.

“Predatory lending” is a far-reaching concept and potentially covers a broad range of behavior. As such, it does not lend itself to a concise or comprehensive definition. However, predatory lending typically involves one or more of the following elements:

The Home Ownership Equity and Protection Act of 1994, or HOEPA, and regulations adopted by the Federal Reserve to implement it require extra disclosures and extend additional protection to borrowers in consumer credit transactions, such as home repairs or renovation, where an extension of credit is secured by a mortgage on the borrower’s primary residence. The HOEPA disclosures and protections are applicable to consumer loans with any of the following features:

HOEPA also prohibits loan flipping by the same lender or loan servicer within a year of the loan being refinanced. Lenders are presumed to have violated the law unless they document that the borrower has the ability to repay. Lenders that violate the rules face cancellation of loans and penalties equal to the finance charges paid.

Under the GLB Act, all financial institutions, including Silver State Bancorp and its bank subsidiaries, are required to establish policies and procedures to restrict the sharing of nonpublic customer data with nonaffiliated parties at the customer’s request and to protect customer data from unauthorized access. In addition, the Fair and Accurate Credit Transactions Act of 2003, or the FACT Act, includes many provisions concerning national credit reporting standards and permits consumers, including customers of Silver State Bancorp’s subsidiary banks, to opt out of information-sharing for marketing purposes among affiliated companies. The FACT Act also requires

banks and other financial institutions to notify their customers if they report negative information about them to a credit bureau or if they are granted credit on terms less favorable than those generally available. The Federal Reserve and the Federal Trade Commission have extensive rulemaking authority under the FACT Act, and Silver State Bancorp and its subsidiary banks are subject to these provisions. Silver State Bancorp has developed policies and procedures for itself and its subsidiaries to maintain compliance and believes it is in compliance with all privacy, information sharing and notification provisions of the GLB Act and the FACT Act.

In order to assure that Silver State Bancorp and its subsidiary banks are in compliance with the laws and regulations that apply to their operations, including those summarized above and below, Silver State Bancorp and each of its subsidiary banks employs a compliance officer and Silver State Bancorp engages an independent compliance auditing firm. Silver State Bancorp is regularly reviewed by the Federal Reserve and the subsidiary banks are regularly reviewed by the FDIC and their respective state banking agencies, as part of which their compliance with applicable laws and regulations is assessed. Based on the assessments of its outside compliance auditors and state and federal banking supervisory authorities of Silver State Bancorp and its subsidiary banks, Silver State Bancorp believes that it materially complies with all the laws and regulations that apply to its operations.

Silver State Bank and Choice Bank are subject to FDIC regulations implementing the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or the USA PATRIOT Act. The USA PATRIOT Act gives the federal government powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing, and broadened anti-money laundering requirements. By way of amendments to the Bank Secrecy Act, Title III of the USA PATRIOT Act takes measures intended to encourage information sharing among bank regulatory agencies and law enforcement bodies. Further, certain provisions of Title III impose affirmative obligations on a broad range of financial institutions, including banks, thrifts, brokers, dealers, credit unions, money transfer agents and parties registered under the Commodity Exchange Act.

Title III of the USA PATRIOT Act and the related FDIC regulations impose the following requirements with respect to financial institutions:

Sarbanes-Oxley Act of 2002. SOX was adopted for the stated purpose of increasing corporate responsibility, enhancing penalties for accounting and auditing improprieties at publicly traded companies, and protecting investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. SOX is the most far-reaching U.S. securities legislation enacted in many years. It applies generally to all

companies that file or are required to file periodic reports with the Securities and Exchange Commission, or SEC, under the Exchange Act, which will include Silver State Bancorp. SOX includes very specific additional disclosure requirements and new corporate governance rules, requires the SEC and securities exchanges to adopt extensive additional disclosure, corporate governance and other related rules and mandates further studies of certain issues by the SEC and the Comptroller General. Among its provisions, SOX subjects bonuses issued to top executives to disgorgement if a subsequent restatement of a company’s financial statements was due to corporate misconduct, prohibits an officer or director from misleading or coercing an auditor, prohibits insider trades during pension fund “blackout periods,” imposes new criminal penalties for fraud and other wrongful acts and extends the period during which certain securities fraud lawsuits can be brought against a company or its officers.

SOX represents significant federal involvement in matters that traditionally were previously left to state regulatory systems, such as the regulation of the accounting profession, and to state corporate law, such as the relationship between a board of directors and management and between a board of directors and its committees. The SEC has been delegated the task of enacting rules to implement various provisions with respect to, among other matters, disclosure in periodic filings pursuant to the Exchange Act. In addition, the federal banking regulatory authorities have adopted requirements concerning the certification of financial statements by bank officials that are generally similar to requirements under SOX.

Silver State Bancorp’s securities are registered with the SEC under the Exchange Act. As such, Silver State Bancorp is subject to the information, proxy solicitation, insider trading, and other requirements and restrictions of the Exchange Act.

We conduct our business through our executive office, located in Henderson, Nevada, 10 full-service branch offices in the greater Las Vegas market area operated by our wholly-owned subsidiary Silver State Bank, two full-service branch offices in the Phoenix, Arizona area operated by our wholly-owned subsidiary Choice Bank and SBA LPOs in Nevada, Utah, Colorado, Washington, Oregon, Florida and California. Silver State Bank operates nine LPOs, six of which are based out of the homes of individuals. We own nine of our existing locations, lease ten locations, and own the building on the leased land on the remaining location. Our lease arrangements are typically long-term arrangements with third parties that generally contain several options to renew at the expiration date of the lease.

For additional information regarding our lease obligations, see Note 12 of Notes to Consolidated Financial Statements.

We are not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. We believe that these routine legal proceedings, in the aggregate, are immaterial to our financial condition and results of operation.

Composition of Our Board. There are nine seats on our Board of Directors. There are currently eight members and one vacancy. Each of our directors belongs to one of three classes with staggered three-year terms of office. At each of Silver State Bancorp’s annual stockholder meetings, the stockholders elect directors to fill the seats of the directors whose terms are expiring in that year and any vacant seats. Silver State Bancorp, as sole stockholder of Silver State Bank and Choice Bank, elects the directors for each of our bank subsidiaries.

Who Our Directors Are. The following table states our directors’ names, their ages as of March 31, 2007, their positions, the years when they began serving as directors (including time spent on the board of directors of Silver State Bank prior to the incorporation of Silver State Bancorp) and the year in which their respective terms expire:

Bryan S. Norby has served as a founding director of Silver State Bank since its inception in July 1996 and as a founding director of Silver State Bancorp since its inception in January 1999. Mr. Norby has served as the Chairman of the Boards of Silver State Bancorp and Silver State Bank since January 2006. Mr. Norby has been a financial analyst with Yanke Machine Shop, Inc., a metal fabrication company, since 1998. Mr. Norby is currently on the Board of Directors of Northwest Bancorporation, Inc., the bank holding company of Inland Northwest Bank. Mr. Norby is an inactive certified public accountant.

Corey L. Johnson has served as a founding director of Silver State Bank since its inception in July 1996 and as a founding director of Silver State Bancorp since its inception in January 1999. Mr. Johnson has served as President of Silver State Bancorp since inception, and Chief Executive Officer of Silver State Bancorp since December 2006. Mr. Johnson also served as President of Silver State Bank from inception until December 2006, and has served as Chief Executive Officer of Silver State Bank since January 2006.

Brian M. Collins has served as a director of Silver State Bank since October 1998 and as a founding director of Silver State Bancorp since its inception in January 1999. In addition, over the past five years, Mr. Collins has been involved in a variety of real estate and contracting-related businesses. He has been the owner of Collins and Collins Development, a commercial and residential real estate general contracting firm since 1993. Mr. Collins has served as the Secretary and Treasurer of Collins Development, a commercial real estate general contracting firm, since 2002. He has been a managing member of BJC Investments, LLC, a real estate investment firm. Mr. Collins was also a vice president of Collins Brothers Corp, which specializes in land development and the owner of Collins Motorsports, LLC, a race team shop, since 2002.

Brian Cruden has served as a founding director of Silver State Bank since its inception in July 1996 and as a founding director of Silver State Bancorp since its inception in January 1999. Mr. Cruden has served as the President of Insurcorp, Nevada’s largest employee benefit insurance and consulting firm, since 1992. In addition, Mr. Cruden is a co-owner of Insurcorp. Prior to 1992, Mr. Cruden held several key positions with various insurance companies and firms. Mr. Cruden previously served on the Board of Directors of Nevada Community Foundation. Currently, Mr. Cruden serves on the Board of Trustees of Southern Hills Hospital HCA/Columbia.

Alan Knudson has served as a director of Silver State Bank since January 1998 and as a founding director of Silver State Bancorp since its inception in January 1999. Mr. Knudson has been an investor and trustee of Knudson Family Trust since 1983. In addition, Mr. Knudson was the general partner of Knudson Family Partnership.

Craig McCall has served as a director of Silver State Bank since October 1998 and as a founding director of Silver State Bancorp since its inception in January 1999. Mr. McCall has been the president and a majority owner of CKJ, LLC, a company which specializes in owning and managing commercial and industrial real estate properties, since 1996. In his capacity as president of CKJ, LLC, Mr. McCall is responsible for acquisitions and management. Mr. McCall is also the president and sole shareholder of ASAP Auto Pawn, Inc. ASAP Auto Pawn, Inc. owns businesses in the collateral lending business, jewelry store and used car sales. In his capacity as president of ASAP Auto Pawn, Inc., Mr. McCall is responsible for strategic planning and overseeing operations.

Thomas Nicholson has served as a founding director of Silver State Bank since its inception in July 1996 and as a founding director of Silver State Bancorp since its inception in January 1999. Mr. Nicholson comes from a third generation ranching family and has lived in the Boise, Idaho area for over 50 years. His family started raising sheep and is now raising cattle and crops in Ada and Canyon counties and operating a large Holstein calf operation in Indiana. In addition to managing the significant family farming and cattle operations, Mr. Nicholson owns and manages several businesses, including an agricultural equipment dealership with locations in Idaho, and a Honda/Toyota automobile dealership located in Seattle, Washington. In the past, Mr. Nicholson served as a director of Micron Technology, a Boise based computer chip manufacturer, as a director of the Advisory Board of Key Bank (Idaho State) and as a director of the Peregrine Fund, a non-profit organization.

Phillip C. Peckman has served as a director of Silver State Bank since May 1997 and as a founding director of Silver State Bancorp since its inception in January 1999. Mr. Peckman joined Greenspun Corporation in 1990 as Chief Operating Officer. The Greenspun Corporation is a privately owned corporation which maintains significant investment interests in a variety of industries including publishing, cable and broadcast media, commercial real estate, and gaming. He left Greenspun Corporation as Chief Executive Officer in October 2006. He is currently the Chief Executive Officer of Peckman Outdoor Media, a Las Vegas based billboard company. In addition, Mr. Peckman is a former attorney and certified public accountant and was the managing partner of the Las Vegas, Nevada offices of McGladrey & Pullen, LLP, an independent certified accounting firm, leaving in 1990. On June 5, 2007, Mr. Peckman was elected to serve as a director of Shuffle Master, Inc., a Nevada based publicly-traded company, which provides entertainment-based products for the gaming industry.

Silver State Bancorp’s executive officers include certain of the executive officers of Silver State Bank, the principal banking subsidiary of Silver State Bancorp. Silver State Bancorp’s and Bank’s executive officers are appointed annually by the respective Boards of Directors and serve at the Board’s discretion. However, some of our officers have employment agreements, as further described in “ — Employment Agreements.” Silver State Bancorp has the following executive officers:

Michael J. Threet, age 37, has served as Chief Financial Officer of Silver State Bancorp since its inception in January 1999 and Chief Operating Officer since August 2006. In addition, Mr. Threet has been Chief Operating Officer of Silver State Bank since August 2006. From June 1997 until he was named Chief Operating Officer, Mr. Threet was Chief Financial Officer and Executive Vice President of Silver State Bank. Prior to joining Silver State Bank, Mr. Threet served as the corporate controller for American Bank of Commerce, where he was responsible for SEC reporting and accounting operations.

Douglas E. French, age 49, has served as Executive Vice President — Commercial Real Estate Lending of Silver State Bank since January 1998. Mr. French joined Silver State Bank as Senior Vice President — Real Estate Loan Officer in 1997 and was promoted to Executive Vice President — Commercial Real Estate Lending in 1998. Mr. French served as a vice president — real estate loan officer for Community Bank from 1995 to 1997. Prior to that, Mr. French served as a Vice President real estate loan officer for U.S. Bank in Reno and Las Vegas.

Calvin D. Regan, age 41, has served as President of Silver State Bank since December 2006. Since joining Silver State Bank in 1996, Mr. Regan has also served as Executive Vice President and Senior Vice President. Mr. Regan has served on the board of the National Association of Government Guaranteed Lenders since 2000.

Thomas J. Russell, age 57, has served as Executive Vice President — Credit Administrator of Silver State Bank since May 2000. Prior to joining Silver State Bancorp, Mr. Russell served as a Vice President and Area Manager of First Security Bank of Nevada from 1997 to 2000. Mr. Russell has over 27 years of commercial banking experience, serving in a variety of positions in both branch and corporate banking assignments.

Kirk Viau, age 41, has served as Senior Vice President and Chief Risk Officer of Silver State Bank/Silver State Bancorp since May 2006. From 1990 until he joined Silver State Bancorp, Mr. Viau worked at the Federal Deposit Insurance Corporation in a variety of roles, including as a senior bank examiner.

In accordance with the terms of our Articles of Incorporation, the terms of office of our directors are divided into three classes:

The Class I directors are Messrs. Norby, Nicholson, and Johnson, the Class II directors are Messrs. McCall, Peckman and Collins, and the Class III directors are Messrs. Knudson and Cruden. At each of Silver State Bancorp’s annual stockholder meetings, the stockholders elect directors to fill the seats of the directors whose terms are expiring in that year and any vacant seats. Silver State Bancorp, as sole stockholder of Silver State Bank and Choice Bank, elects the directors for each of its bank subsidiaries.

During 2006, Silver State Bancorp’s Board of Directors held 13 meetings. No current director attended fewer than 75% of the total number of Board meetings held during the period for which such director has been a director and committee meetings of which such director was a member.

Silver State Bancorp’s Board of Directors has established four standing committees:

Information with respect to these committees is listed below. Silver State Bancorp may appoint additional committees of its Board of Directors in the future, including for purposes of complying with all applicable corporate governance rules of the Nasdaq Global Market.

Compensation Committee. The Compensation Committee consists of Messrs. Norby, Nicholson and McCall, with Mr. McCall serving as Chairman. All members of the Compensation Committee have been

determined by the Board to be independent of Silver State Bancorp and meet the definition of independence in Rule 4200(a)(15) of the Nasdaq Global Market’s listing standards. The Compensation Committee acts under a written charter adopted by Silver State Bancorp’s board of directors, which is available on Silver State Bancorp’s website at www.silverstatebancorp.com. This committee oversees Silver State Bancorp’s compensation and employee benefit plans and practices, including its executive compensation plans and its incentive compensation and equity-based plans. The Compensation Committee also annually reviews and approves corporate goals and objectives relevant to the Chief Executive Officer’s compensation and evaluates the Chief Executive Officer’s performance in light of those goals and objectives.

Nominating and Governance Committee. The Nominating and Governance Committee consists of Messrs. Knudson, Cruden and Peckman. Mr. Peckman serves as Chairman. All members of the Nominating and Governance Committee have been determined by the Board to be independent of Silver State Bancorp and meet the definition of independence in Rule 4200(a)(15) of the Nasdaq Global Market’s listing standards. The Nominating and Governance Committee acts under a written charter adopted by Silver State Bancorp’s board of directors, a copy of which is available on Silver State Bancorp’s website at www.silverstatebancorp.com. This committee is responsible for developing and implementing policies and practices relating to corporate governance, including developing and monitoring implementation of Silver State Bancorp’s Corporate Governance Guidelines. In addition, the Nominating and Governance Committee is responsible for developing criteria for the selection and evaluation of directors and recommends to the Board of Directors candidates for election as directors and senior management.

Audit Committee. The Audit Committee consists of Mr. McCall and Mr. Norby, each of whom have been determined by the Board to be independent of Silver State Bancorp and meet the definition of independence in Rule 4200(a)(15) of the Nasdaq Global Market’s listing standards and Rule 10A-3 of the Exchange Act. Mr. Norby serves as Chairman of the Audit Committee. Silver State Bancorp’s Board of Directors has determined that Mr. Norby is an “audit committee financial expert,” as defined by the rules and regulations of the SEC.

The Audit Committee acts under a written charter adopted by Silver State Bancorp’s board of directors, a copy of which is available on Silver State Bancorp’s website at www.silverstatebancorp.com. The Audit Committee is primarily responsible for: monitoring the integrity of Silver State Bancorp’s financial reporting process and systems of internal controls regarding finance, accounting, and legal compliance and public disclosure of financial information; monitoring the independence and performance of Silver State Bancorp’s independent auditors and internal auditing department; and maintaining free and open communication between the Audit Committee, the independent auditors, management, the internal auditing department, and the Board of Directors.

Rule 4350(d) of the Nasdaq Global Market’s listing standards, requires that audit committees be comprised of at least three independent members. We currently have one vacancy on this committee and pursuant to the Nasdaq Global Market’s listing standards, we have 12 months from our listing to comply with this requirement. The Nominating and Governance Committee intends to commence a search for a third member by the second half of this year.

Executive Committee. The Executive Committee consists of Messrs. Johnson, Norby, McCall, Nicholson and Peckman. The Executive Committee exercises certain powers of the Board of Directors in the management of the business and affairs of Silver State Bancorp, if necessary, between meetings of the Board of Directors.

During the year ended December 31, 2006, Messrs. Norby, McCall and Nicholson served on the Compensation Committee. There were no interlocks, as defined under the rules and regulations of the SEC, between members of the Compensation Committee or executive officers of Silver State Bancorp and corporations with which such persons are affiliated.

The Compensation Committee has reviewed the Compensation Discussion and Analysis included below and has discussed it with management. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this prospectus.

In this Compensation Discussion and Analysis we give an overview and analysis of our compensation program and policies, the material compensation decisions we have made under those programs and policies, and the material factors that we considered in making those decisions. Later in this prospectus, under the heading “Executive Officer Compensation” you will find a series of tables containing specific information about the compensation earned or paid in 2006 to Corey L. Johnson, our President and Chief Executive Officer, Michael J. Threet, our Chief Operating Officer and Chief Financial Officer, Calvin D. Regan, the President of Silver State Bank, Douglas E. French, our Executive Vice President, Thomas J. Russell, our Chief Credit Officer and Tod W. Little, our former Chief Executive Officer, referred to as our “named executive officers,” or NEOs.

The Compensation Committee assesses the structure of the management team and the overall performance of Silver State Bancorp. It is responsible for making recommendations to the Board of Directors regarding executive compensation, incentive compensation awards and grants of equity awards. All members of the Compensation Committee have been determined by the Board to be independent of Silver State Bancorp and meet the definition of independence in Rule 4200(a)(15) of the Nasdaq Global Market’s listing standards.

The Compensation Committee endeavors to maintain executive compensation that is fair, reasonable and consistent with Silver State Bancorp’s size and the compensation practices of its competitors within the financial services industry. The goal of the Compensation Committee is to attract, develop and retain high caliber executives who are capable of optimizing Silver State Bancorp’s performance for the benefit of its stockholders.

The Chief Executive Officer provides information to the Compensation Committee about individual performance assessments for each of the other NEOs, after reviewing the analysis and supporting data received from Clark Consulting, an outside consulting group, and expresses to the Compensation Committee his view on the appropriate levels of compensation for the other NEOs for the ensuing year. For 2006, the Chief Executive Officer’s recommendations were followed by the Compensation Committee.

The Chief Executive Officer participates in Compensation Committee discussions solely in an informational and advisory capacity and does not have a vote in the Compensation Committee’s decision-making process. The Chief Executive Officer does not attend those portions of the Compensation Committee meetings during which his performance is evaluated or his compensation is determined.

The compensation of named executive officers is made up of many components, consisting of base salary, short-term bonus incentives, equity plans which provide for the grant of stock options and restricted stock awards

as well as a 401(k) plan. In addition, the NEOs are provided with general fringe benefits consisting of enhanced medical and dental insurance, group term life insurance, disability insurance and employee assistance programs, tax gross-ups for insurance coverage under bank-owned life insurance, automobile-related benefits, country club dues and gym memberships.

The Compensation Committee recently commenced discussions regarding its intention to grant options to purchase not more than 100,000 shares of our common stock to our named executive officers at some point after completion of this offering and prior to the end of this fiscal year. No decisions have been made as to when any such grants would be made, the recipients of such grants or the amount of such grants to any individual or the executive officers as a group.

We pay base salaries in order to provide executive officers with sufficient, regularly-paid income and to attract, recruit and retain executives with the knowledge, skills and abilities necessary to successfully execute their job duties and responsibilities. When establishing the 2006 base salaries, the Compensation Committee hired a consultant, Clark Consulting, to provide recommendations based on compensation data compiled by Clark Consulting derived from public filings with the SEC. The outside consultant blended several data categories from these sources to reflect Silver State Bank’s asset size, geographical region and performance in order to produce a custom peer group consisting of the nineteen following publicly traded banks and bank holding companies: West Coast Bancorp, CoBiz Inc., Capital Corp. of the West, Vineyard National Bancorp, Farmers & Merchants Bancorp, Western Sierra Bancorp, Cascade Bancorp, Northern Empire Bancshares, Cascade Financial Corp., Heritage Commerce Corp., Sierra Bancorp, Pacific Mercantile Bancorp, PremierWest Bancorp, Community Bancorp, Temecula Valley Bancorp Inc., Bank of Marin, Washington Banking Co., Alliance Bancshares California and San Joaquin Bank. The consultant then presented the Compensation Committee with recommendations and salary ranges to use for establishing executive pay. The Compensation Committee takes into account the data provided by the consultant, the achievement of the Silver State Bancorp’s strategic plan and goals for the prior year (consisting primarily of growth in the areas of asset size, return on equity and return on assets), and the contribution of the NEOs towards meeting those goals consistent with each NEO’s role within the organization with no particular factor weighed more heavily than any other in determining base salary. The Compensation Committee also reviews Silver State Bancorp’s financial performance, focusing on our asset size, return on equity and return on assets, and takes into account its own personal knowledge of the standards of living within the community to establish a base salary for its NEOs. In light of the foregoing and our exceptional performance as compared to the custom peer group, the Compensation Committee has historically benchmarked NEO compensation at approximately the seventy-fifth (75^th) percentile of the peer group NEO compensation.

Our annual bonus program is designed to link awards to our strategic and operating objectives, which have historically focused on the areas of asset growth, return on equity and return on assets. The goal of the plan is to have long-term viability and to be attractive to new hires and help retain current employees. For purposes of the annual bonus, each named executive officer is evaluated on their contribution to these corporate performance measures at year-end. The Compensation Committee reviews these goals and recommends bonuses based on their achievement to the Board of Directors for final approval on an annual basis.

For purposes of determining the level of funding, actual performance for the relevant year is compared to a sliding scale of performance measures to determine the level of bonuses awarded, if any, to each NEO. For 2006, bonuses were awarded based on general performance in the areas of asset growth, return on equity and return on assets with no specific weighting based on numerical thresholds or specific benchmarks. Bonuses were determined using the same methodology and background data as was used for determining base salary, specifically determining bonuses on the basis of the information provided by Clark Consulting regarding bonuses paid by the peer group comprised of similar publicly traded banks and bank holding companies as discussed

above under “Compensation Discussion and Analysis–Base Salary.” The determination of the amount of bonus payable to each NEO was then made based upon the bonus amount needed to bring total cash compensation paid to each NEO into approximately the 75th percentile of total cash compensation paid to persons with similar job functions as the particular NEO within the peer group of similar publicly traded banks and bank holding companies. This percentage target for total cash compensation was selected because our performance was in the top 25th percentile within the peer group on the performance measures of asset growth, return on equity and return on assets for 2006. It is the general policy of the Compensation Committee not to adjust the bonuses awarded, but the Compensation Committee does have the discretion to make adjustments and will do so if unusual or unanticipated circumstances occur. To date, the Compensation Committee has not utilized its discretion to make adjustments to any bonus payments.

Mr. French is also compensated on the basis of commissions derived from fee income on loans that he originates (with the approval for such loan originations and fees controlled by persons other than Mr. French). The use of commissions as part of Mr. French’s compensation reflects his role as one of our leading loan originators and the general market custom of compensating loan origination officers on the basis of commissions. Mr. French receives commissions based on 10% of the loan fees generated, which rate we believe to be customary. This commission rate is paid to all loan officers of Silver State Bank.

The 1997 Executive Stock Option Plan and 1997 Stock Option Plan were approved by our stockholders on October 23, 1998. The 1998 Stock Option Plan was approved by our stockholders on April 29, 1998. The 2004 Stock Option Plan was approved by our stockholders on April 28, 2004 and an amendment to the 2004 Plan was approved by our stockholders on December 21, 2005. The 2006 Omnibus Equity Plan, which provides for the award of stock options and restricted stock, was approved by our stockholders on September 20, 2006. The purpose of each plan is to promote the growth and profitability of Silver State Bancorp, to provide an incentive to achieve corporate objectives, to attract and retain individuals of outstanding competence and to provide participants with an equity interest in Silver State Bancorp, so that their interests are aligned with stockholder interests. This approach is designed to provide incentives to increase stockholder value over the long term since the full benefit of this component of the compensation package cannot be realized unless stock price appreciation occurs over a number of years. Further information on awards granted to named executive officers is available in the section titled “Equity Compensation Plans” within this prospectus.

No awards were granted to any NEO in calendar 2006 due to the sufficiency of the stock grants made in 2004 to the NEOs (the NEOs were granted a large number of options in 2004 with an initial vesting schedule of 25% per year such that the options would fully vest in 2008; however, the vesting schedules of these options were accelerated in calendar 2005 to be 100% vested in anticipation of adverse accounting treatment under FAS 123R). When awards are made, these awards are timed to occur during those periods when there is no impending release of any material, non-public information relating to Silver State Bancorp. The exercise price of the stock option award is established to be fair market value of our common stock on the date of grant.

In December 2005, we accelerated the vesting of 975,000 stock options with an average exercise price of $7.65 per share. The accelerated options were held by our directors and executive officers. Our Board of Directors voted to approve the option acceleration at a meeting held on December 14, 2005. The option acceleration was effective as of December 21, 2005. Our chief executive officer at the time, Tod W. Little, participated in the discussions and voting on the option acceleration at this board meeting. Shortly after the acceleration of the options, Mr. Little exercised all of his 112,500 options with an aggregate value (measured as the market price of our common stock on the date of exercise less the exercise price multiplied by the number of options exercised) equal to approximately $1.4 million. On January 9, 2006, Mr. Little submitted to our Board of Directors his resignation from all positions with us. January 9, 2006, was the first date that any member of our board of directors became aware of Mr. Little’s intention to resign. If the option acceleration had not occurred the previous month, Mr. Little would have forfeited all of his 112,500 unvested options in accordance with the terms of the options.

As a result of the modification of the stock options, we recognized stock option expense of $1.6 million in 2005 in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, as interpreted by Financial Accounting Standards Board Interpretation No. 44: Accounting for Certain Transactions Involving Stock Compensation (FIN 44). Also as a result of the modification of these stock options, we will not need to record any stock option expense under Statement of Financial Accounting Standards No. 123R. Had we not accelerated the vesting of stock options in December 2005, and considering subsequent forfeitures by the former chief executive officer, we would have recorded total compensation expense pursuant to SFAS No. 123R of approximately $1.3 million during the periods 2006 through 2008.

We entered into these agreements with the intent to assure stockholders of management continuity. We also established these agreements to maintain quality leadership for the organization. The Compensation Committee wanted to protect the interest of our named executive officers so that, in the event that a change in control or a merger/acquisition opportunity arose, the named executive officers who have entered into the contracts would be motivated to act solely in the best interests of the institution rather than potentially being distracted by personal concerns and interests. The details of these agreements are discussed in further detail under the heading “Employment Agreements” elsewhere in this prospectus.

All other compensation for NEOs includes employer provided 401(k) contributions, insurance premiums, tax gross-ups for insurance coverage under bank-owned life insurance, automobile-related benefits, country club dues and gym memberships which we believe are important to the provision of a competitive compensation package to retain the NEOs.

The various elements of the compensation package are not inter-related. For example, if it does not appear as though the expected level of bonus will be achieved, the size of the base salary is not affected.

While we believe that it is important that our executive officers and directors own shares of Silver State Bancorp’s common stock, and all of the executive officers and directors own common stock, we do not have equity or security ownership requirements or guidelines for executive officers. This is primarily because we believe the current NEOs’ interests are sufficiently aligned with the stock performance of Silver State Bancorp through current holdings of vested stock options. For our director security ownership requirements see “Corporate Governance — Director Qualifications.”

The Compensation Committee does take into account the impact of accounting and tax treatments when setting compensation; however, it is not a primary consideration in the decision-making process.

Decision-Making and Policy-Making. Our Code of By-laws requires that executive officer compensation be set by the Board of Directors upon the recommendation of the Compensation Committee to which decision-making authority has been delegated. In addition, upon our listing on the Nasdaq Global Market, we will have to observe

governance standards that require executive officer compensation decisions to be made by the independent director members of our board or by a committee of independent directors. Consistent with these requirements, our Board of Directors has established a Compensation Committee all of whose members are independent directors.

The Compensation Committee has been delegated authority by our board to oversee executive compensation by evaluating and recommending to the Board approval of Silver State Bancorp’s and its subsidiaries’ compensation, employment arrangements and benefit programs and plans. We have established a Compensation Committee Charter which annually reviews compensation of its executive officers based on annual base salary level, any annual incentive or performance-based compensation, any employment agreements, severance arrangements and change in control agreements, any perquisites or other in-kind benefits, and any other special or supplemental benefits.

The Compensation Committee meets at least two times a year. It considers the expectations of the Chief Executive Officer with respect to his own compensation based on the corporate goals and objectives and the Chief Executive Officer’s performance in light of these goals and objectives. The Compensation Committee does not delegate its duties to others.

Use of Outside Advisors and Survey Data. The Compensation Committee uses its own criteria coupled with custom peer group comparative data prepared by Clark Consulting in order establish the compensation plans and programs and associated compensation levels of the Chief Executive Officer as well as the other named executive officers. The custom peer group utilized consists of nineteen publicly traded banks and bank holding companies.

The table below sets forth for 2006 the compensation of each of our named executive officers.

Silver State Bancorp or Silver State Bank, as applicable, has entered into employment agreements with Messrs. Johnson, Threet, Regan and Russell in order to secure their services in their respective positions with Silver State Bancorp and Silver State Bank. The employment agreements are for a period of three years for each of these executives and the agreements extend automatically each year unless the board of directors determines not to extend the term. For 2007, the Board has set the minimum annual salaries of Messrs. Johnson, Threet, Regan and Russell at $350,000, $230,000, $275,000 and $155,000, respectively, which will be adjusted annually for cost of living increases. The employment agreements provide for participation in discretionary bonuses, retirement and employment benefit plans and other fringe benefits available to executive employees of Silver State Bancorp and Silver State Bank.

The Board of Directors may terminate the employment agreements at any time with or without cause. However, termination without cause or following a change in control of Silver State Bancorp or Silver State Bank would subject Silver State Bancorp and Silver State Bank to liability for severance benefits. In the event of a termination without cause, each executive would be entitled to the payment of salary and annual bonus for the remaining unexpired term of the agreement. These same severance benefits would be payable to the executive if the executive resigns during the term of his employment agreement due to a material change or reduction in the executive’s position, authority, duties or responsibilities; a reduction in salary unless such salary reduction is part of an employer-wide reduction applied uniformly to all officers; a reduction of bonus, incentive or compensation award opportunities unless such reduction is part of an employer-wide reduction applied uniformly to all officers or a termination of any such plan in which participants are treated disparately with respect to the termination; involuntary relocation of the executive’s place of employment to a location more than 30 miles from his current place of employment; or any material breach of the employment agreement by Silver State Bancorp or Silver State Bank. Change in control for purposes of the agreement occurs when (i) any person becomes the beneficial owner of 25% or more of the voting shares of Silver State Bancorp’s outstanding securities; (ii) a reorganization, merger, or consolidation occurs other than one in which at least 51% of the equity ownership interest and voting securities are held in substantially the same relative proportions as held prior to the transaction; (iii) a complete liquidation or dissolution of Silver State Bancorp or Silver State Bank; or (iv) a corporate transaction in which a majority of the Board of Directors following the transaction is not constituted by individuals who were directors before such transaction. The employment agreements provide for non-competition and non-solicitation provisions for a period of one year following termination of employment other than following a change in control.

In the event severance is payable following a change in control (using the same criteria discussed above), each executive would be paid a lump sum amount equal to three times the executive’s annual salary and bonus. If the change in ownership or control is experienced, as contemplated under Section 280G of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, the severance benefits provided under the employment

agreements might constitute an “excess parachute payment” under current federal tax laws. Federal tax laws impose a 20% excise tax, payable by the executive, on excess parachute payments with such payments being non-deductible to the payor. Under the employment agreements, the severance benefits would be limited to ensure that no part of these severance benefits would be subject to such excise tax or loss of deduction. It is currently estimated that if a change in control occurred on December 31, 2007 and severance was triggered for each of the executives, the following lump sum payments would be due: Mr. Johnson — $2,100,000; Mr. Threet — $927,514; Mr. Regan — $1,638,044; and Mr. Russell — $496,834.

In the event severance is payable following a termination without cause or for good reason on December 31, 2007, the following lump sum payments would be due: Mr. Johnson — $2,100,000; Mr. Threet — $1,440,000; Mr. Regan — $1,725,000; and Mr. Russell — $765,000.

Long-term incentives are provided to the NEOs, employees and directors through awards made under the equity plans established by Silver State Bancorp from time to time. All salaried employees and directors are eligible to be granted awards under the equity plans. On September 20, 2006, stockholders of Silver State Bancorp approved the 2006 Omnibus Equity Plan or, the 2006 Plan. The 2006 Plan authorizes the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, and performance share cash only awards. The 2006 Plan authorized the issuance of 579,810 shares of Silver State Bancorp common stock, representing the total number of shares remaining available for stock option grants under Silver State Bancorp’s 1997 Stock Option Plan, 1998 Stock Option Plan, and 2004 Stock Option Plan. With the approval of the 2006 Plan, no additional awards will be granted under the 1997, 1998, and 2004 plans. However, all awards under the 2006 Plan, 2004 Plan, 1998 Plan and 1997 Plan (collectively referred to as the “Equity Plans”) will continue to be governed by the terms of the respective Equity Plans until such awards expire pursuant to their terms. The aggregate number of shares underlying awards granted to any participant in a single year under the 2006 Plan may not exceed 125,000. As of December 31, 2006, the total number of awards remaining to be granted under the 2006 Plan was 333,750. The Equity Plans provide for the issuance of “incentive stock options” qualified under Section 422 of the Internal Revenue Code and “non-qualified stock options.” In addition, the 2006 Plan may grant restricted stock awards and performance-based restricted stock awards. The Equity Plans are administered by the Compensation Committee, which has the authority to select the employees and directors who will be awarded stock-based incentives and determine the amount and other conditions of such awards subject to the terms of the Equity Plans.

No option issued under the Equity Plans is exercisable after the tenth anniversary from the date it was granted. During the optionee’s lifetime, only the optionee can exercise the option. The optionee cannot transfer or assign any option other than by will or in accordance with the laws of descent and distribution. Pursuant to Section 422 of the Internal Revenue Code as to incentive stock options, the aggregate fair market value of the stock for which any employee may be granted options which first become exercisable in any calendar year generally may not exceed $100,000. In addition, no grant may be made to any employee owning more than 10% of the shares of Silver State Bancorp unless the exercise price is at least 110% of the share’s fair market value and such option is not exercisable more than five years following the option grant.

Silver State Bancorp will receive no monetary consideration for the granting of awards under the Equity Plans. Upon the exercise of options, Silver State Bancorp receives payment from optionees in exchange for shares issued. During the last fiscal year, Silver State Bancorp did not adjust or amend the exercise price of stock options previously awarded nor were any grants made to any of the named executive officers.

The number of shares available under the Equity Plans, the maximum limits on awards to individual officers and directors and any outstanding awards will be adjusted to reflect any merger, consolidation or business reorganization in which Silver State Bancorp is the surviving entity, and to reflect any stock split, stock dividend or other event where Silver State Bancorp determines an adjustment is appropriate in order to prevent the

enlargement or dilution of an award recipient’s rights. If a merger, consolidation or other business reorganization occurs and Silver State Bancorp is not the surviving entity, outstanding awards may be exchanged for awards linked to the equity of the surviving entity that are designed to neither increase or diminish the rights of the holders of the outstanding awards or may be settled for a monetary or other payment when the merger, consolidation or reorganization occurs.

The following tables set forth information regarding stock options and similar equity compensation grants outstanding at December 31, 2006, whether granted in 2006 or earlier, including awards that have been transferred other than for value.

The following table sets forth the option awards that were exercised by the named executive officers during the last fiscal year.

Fee Arrangements. The composition of the boards of directors of Silver State Bank and Silver State Bancorp are identical. To date, Silver State Bank has compensated its directors for their services. Silver State Bancorp does not pay any additional compensation to its directors. We expect to continue this practice until we have a business reason to establish separate compensation programs. Until then, we expect Silver State Bancorp to reimburse Silver State Bank for a part of the compensation paid to each director that is proportionate to the amount of time which he or she devotes to performing services for Silver State Bancorp. Silver State Bank pays a fee to each of its non-management directors for attendance at each board meeting of Silver State Bancorp or Silver State Bank and each meeting of a committee of which they are members. A single fee is paid when Silver State Bancorp and Silver State Bank hold joint board or committee meetings.

Director Benefit Plans. The directors of Silver State Bancorp and its banking subsidiaries are entitled to participate in the Equity Plans described above.

The following table sets forth information regarding compensation earned by the non-employee directors of Silver State Bancorp during the last fiscal year.

Certain Transactions with Members of Our Board of Directors and Executive Officers

Transactions with related persons, including directors, executive officers and their immediate family members, have the potential to create actual or perceived conflicts of interest between Silver State Bancorp and such persons. Transactions with related persons generally are categorized as either loans that our bank subsidiaries may make in the ordinary course of business as a financial institution or all other related person transactions.

Each of our bank subsidiaries has had, and expects to have in the future, various loans and other banking transactions in the ordinary course of business with the directors and executive officers (or associates of such person) of Silver State Bancorp, Silver State Bank and Choice Bank. All such transactions: (i) have been and will be made in the ordinary course of business; (ii) have been and will be made on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the time for comparable transactions with unrelated persons; and (iii) in the opinion of management do not and will not involve more than the normal risk of collectibility or present other unfavorable features. At December 31, 2006, our officers, directors and principal stockholders (and their associates) were indebted to our subsidiary banks in the aggregate amount of approximately $25.2 million in connection with these loans. This amount was approximately 2% of total loans outstanding as of such date. All such loans are currently in good standing and are being paid in accordance with their terms.

All other related person transactions are generally treated as potential violations of our Code of Ethics for which a waiver must be obtained if they are found to create a conflict of interest. It is our policy that either the Audit Committee or the independent directors of the Board of Directors acting in executive session review and approve all related person transactions, including any loan to directors, executive officers or their immediate family members, for potential conflicts of interest. If the conflict of interest relates to any member of the Audit Committee or any independent director of the Board, as the case may be, the conflicted person recuses himself or herself from all discussions relating to the conflict of interest. The Chief Executive Officer, or a senior officer designated by the Chief Executive Officer, will resolve any conflict of interest issue involving any other employee.

Brian M. Collins, our director, is the owner of Collins and Collins Development, a commercial and residential real estate general contracting firm. During 2006, we engaged Collins and Collins Development for the construction of an office building with an anticipated completion in 2007. At December 31, 2006, $130,000 of the contract is included in construction in progress. We estimate that the contract amount will be approximately $907,000. Also during 2006, we entered into a separate agreement with Collins and Collins Development for the construction of an office building which was completed in the same year. The total payments under the contract were approximately $900,000. We expect to engage Collins and Collins Development for the construction of future branches.

We aspire to the highest standards of ethical conduct. In that spirit, we are committed to being a leader in corporate governance reform. In addition to our ongoing compliance with SOX, the rules of the Nasdaq Global Market and Nevada law, we continue to strive to follow high standards of corporate governance.

A majority of our Board of Directors are independent, as affirmatively determined by the Board consistent with the criteria established by the Nasdaq Global Market and as required by Silver State Bancorp’s Code of Bylaws.

The Board has conducted an annual review of director independence. During this review, the Board considered transactions and relationships during the prior year between each director or any member of his or her immediate family and Silver State Bancorp and its subsidiaries, affiliates and equity investors, including those reported under “Certain Transactions with Members of our Board of Directors and Executive Officers” above. The Board also examined transactions and relationships between directors or their affiliates and members of senior management or their affiliates. The purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent.

As a result of this review, the Board affirmatively determined that the following directors meet Silver State Bancorp’s general standard of independence: Craig McCall, Bryan Norby, Philip Peckman, Alan Knudson, Thomas Nicholson, and Brian Cruden. The remaining two directors were determined to be not independent for the following reasons: Corey L. Johnson is the Chief Executive Officer and the President of Silver State Bancorp; and Brian M. Collins received compensation from Silver State Bancorp as the owner of two construction companies which are involved in building several new Silver State Bank branches. In addition, in determining that Brian Cruden is independent, the Board took into account that an entity with which Mr. Cruden is affiliated acts as agent for the purchase of insurance that forms part of Silver State Bancorp’s employee benefit programs, including medical, dental, life and disability insurance. During the year ended December 31, 2006, the entity with which Mr. Cruden is affiliated received approximately $80,000 in fees from the various insurance companies that provide Silver State Bancorp’s employee benefit programs.

The Board of Directors has created the position of lead independent director, whose primary responsibility is to preside over periodic executive sessions of the independent members of the Board of Directors. The lead independent director also prepares the agenda for meetings of the independent directors, serves as a liaison between the independent directors and management and outside advisors, and makes periodic reports to the Board of Directors regarding the actions and recommendations of the independent directors. The independent members of the Board of Directors have designated Bryan Norby to serve in this position for 2007.

Silver State Bancorp’s Corporate Governance Guidelines contain criteria considered by the Nominating and Governance Committee in evaluating nominees for a position on its Board. All nominees, including incumbent directors, board nominees and stockholder nominees, are evaluated in the same manner. Generally, the Nominating and Governance Committee believes that directors should possess the highest personal and professional ethics and integrity and should have broad experience in positions with a high degree of responsibility, corporate board experience and the ability to commit adequate time and effort to serve as a director. Other criteria that will be considered include expertise currently desired on the Board of Directors, geography, finance or financial service industry experience, ethical standards and involvement in the community. The Nominating and Governance Committee also evaluates potential nominees to determine if they meet Silver State Bancorp’s standard of independence (to ensure that at least a majority of the directors will, at all times, be independent).

Directors of Silver State Bancorp may not serve on the board of more than two other public companies and may not serve on the board of another unaffiliated insured depository institution, bank holding company, financial holding company or thrift holding company having operations in any market area in which Silver State Bancorp or any of its affiliated entities has operations while serving as a director of Silver State Bancorp.

Our Corporate Guidelines provide stock ownership targets for our outside directors, which we believe align the interests of our outside directors with those of our stockholders. Pursuant to these stock ownership targets, each outside director is expected to own an amount of our common stock equal to $100,000. Our outside directors have four years to bring their stock ownership up to the target levels.

We will continue our effort to be a leader in corporate governance. Silver State Bancorp’s Code of Bylaws, among others things, defines who may be considered an “independent” director, establishes a mandatory retirement age for all directors, requires the independent directors to meet periodically in executive session, and requires that the responsibilities of the committees of the Board of Directors conform with the requirements of SOX and related rules and regulations. In addition, Silver State Bancorp has Corporate Governance Guidelines, which are available on our website at www.silverstatebancorp.com, and a Code of Ethics, which is available free of charge by contacting Michael J. Threet, Silver State Bancorp’s Chief Financial Officer and Chief Operating Officer, at (702) 949-6872. Further actions to enhance our corporate governance mechanisms will be taken as required by law and the exchanges upon which our shares are listed, or as otherwise deemed necessary or appropriate by the Board of Directors, with a continuing focus on high standards of corporate governance.

The following table sets forth, as of May 31, 2007, certain information as to our common stock beneficially owned by persons, other than our directors and officers, owning in excess of 5% of the outstanding shares of our common stock. We know of no person, except as listed below, who beneficially owned more than 5% of the outstanding shares of our common stock as of May 31, 2007. See “Security Ownership of Management”. We have determined beneficial ownership in accordance with the rules of the SEC. Addresses provided are those listed in our corporate records as the address of the person authorized to receive notices and communications. For purposes of the table below and the table set forth under “Security Ownership of Management,” in accordance with Rule 13d-3 under the Exchange Act, a person is deemed to be the beneficial owner of any shares of common stock (1) over which he has or shares, directly or indirectly, voting or investment power, or (2) of which he has the right to acquire beneficial ownership at any time within 60 days after May 31, 2007. As used herein, “voting power” is the power to vote or direct the voting of shares and “investment power” includes the power to dispose or direct the disposition of shares. Except as otherwise indicated, each stockholder shown in the table has sole voting and investment power with respect to the shares of common stock indicated.

The following table sets forth information about the shares of our common stock beneficially owned by each director of Silver State Bancorp, by each named executive officer of Silver State Bancorp identified in the Summary Compensation Table included elsewhere herein, and all directors and executive officers of Silver State Bancorp or Silver State Bancorp’s wholly owned subsidiaries Silver State Bank and Choice Bank, as a group as of May 31, 2007. Except as otherwise indicated, each person and each group shown in the table has sole voting and investment power with respect to the shares of common stock indicated.

Percentage ownership “prior to the offering” is based on 13,739,662 shares of our common stock outstanding as of May 31, 2007.

Percentage ownership “following the offering” is based on 16,939,662 shares of our common stock outstanding immediately after this offering assuming that the underwriters’ over-allotment option is not exercised.

We have applied to have our common stock listed for quotation on the Nasdaq Global Market. Prior to this offering our common stock was listed on the OTC Bulletin Board, however we cannot predict the effect that any future sales may have on the market price of our common stock prevailing from time to time. As described below, only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our common stock in the public market after the restrictions lapse, or the perception that such sales may occur, could adversely affect our stock price.

Upon completion of this offering, we will have an aggregate of 16,939,662 outstanding shares of common stock, assuming no exercise of the underwriters’ over-allotment option and no exercise of outstanding options prior to completion of this offering. As of May 31, 2007, we had outstanding stock options held by employees and directors for the purchase of an aggregate of 1,009,177 shares of common stock and an aggregate of 252,950 shares reserved for future issuance under our stock option plan. The 3,200,000 shares of common stock being sold in this offering will be freely tradeable without restriction or further registration under the Securities Act, unless the shares are purchased by affiliates of our company, as that term is defined in Rule 144 of the Securities Act. All remaining shares were issued and sold by us in private transactions, or were issued in connection with Silver State Bank’s reorganization into Silver State Bancorp pursuant to an exemption under the Securities Act. Shares sold by us in private transactions are eligible for public sale only if registered under the Securities Act or sold in accordance with Rule 144 or Rule 701, each of which is discussed below.

All of our executive officers and directors are subject to lock-up agreements under which they will agree not to transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock, for a period of 120 days after the date of this prospectus. Following the expiration of the lock-up period, approximately 5,020,173 shares of common stock, as well as 341,250 shares of common stock underlying our outstanding options held by our directors and executive officers, will be available for sale in the public market, some of which will remain subject to Rule 144 or Rule 701.

Rule 144. Rule 144 allows persons whose shares are subject to transfer restrictions, either because the person is an affiliate of the issuer or because the shares were issued in a transaction not involving a public offering, to transfer the shares if they comply with the Rule’s requirements. In general, under Rule 144, a person (or group of persons whose shares are aggregated) who has beneficially owned restricted securities for at least one year (including, in some instances, the holding period of a previous owner if the previous owner was not an affiliate), and who files a Form 144 with respect to such sale, is entitled to sell within any three-month period commencing 90 days after the date of this prospectus a number of shares of common stock that does not exceed the greater of: (i) 1% of the then outstanding shares of our common stock, which would equal approximately 169,397 shares immediately after this offering, or (ii) the average weekly trading volume during the four calendar weeks preceding such sale. Sales under Rule 144 are also subject to restrictions relating to the manner of sale and the availability of current public information about us. We cannot estimate the number of shares that will be sold under Rule 144, as this will depend on the individual circumstances surrounding the desired sale, as well as the personal circumstances of the sellers. Any future sale of substantial amounts of our common stock in the open market, including those effected pursuant to Rule 144, may adversely affect the market price of our common stock.

Rule 144(k). A person who is not deemed to have been our affiliate at any time during the 90 days immediately preceding a sale and who has beneficially owned his or her shares for at least two years, including, in certain circumstances, the holding period of any prior owner who is not an affiliate, is entitled to sell these

shares of common stock pursuant to Rule 144(k) without regard to the volume limitations, manner of sale provisions, public information or notice requirements of Rule 144. Affiliates are not eligible to sell under Rule 144(k) and must always meet all of the requirements under Rule 144 discussed above, even after the applicable holding periods have been satisfied.

Rule 701. Rule 701 generally allows a stockholder who purchased shares of our common stock pursuant to a written compensatory benefit plan or written contract and who is not deemed to have been an affiliate of our company to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation or notice provisions of Rule 144. Rule 701 also permits our affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required to wait until 90 days after the date of this prospectus before selling such shares pursuant to Rule 701.

We intend to file registration statements under the Securities Act covering approximately 1.3 million shares of common stock reserved for issuance under our equity compensation plans. These registration statements are expected to be filed soon after the date of this prospectus and will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market by non-affiliates without restriction under the Securities Act, unless such shares are subject to vesting restrictions with us or are otherwise subject the contractual restrictions described above.

Sandler O’Neill & Partners L.P., as representative of the underwriters for the offering, has entered into an underwriting agreement with us relating to the shares being offered. Subject to the terms and conditions of the underwriting agreement, each of the underwriters named below has severally agreed to purchase from us the respective number of shares of common stock shown opposite its name below:

We have granted the underwriters an option to purchase up to additional shares of our common stock at the initial public offering price, less the underwriting discounts and commissions, set forth on the cover page of this prospectus. This option is exercisable for a period of 30 days from the date of this prospectus. To the extent the option is exercised, we will be obligated to sell additional shares to the underwriters, and the underwriters will be obligated to purchase these additional shares, in proportion to their respective initial purchase amounts. The underwriters may exercise this option only to cover over-allotments made in connection with the sale of common stock offering by this prospectus, if any.

The underwriters propose to offer the shares of common stock directly to the public at the public offering price set forth on the cover page of this prospectus. The underwriters may offer the shares of common stock to securities dealers at the public offering price less a concession not in excess of $ per share. The underwriters may allow, and such dealers may reallow, a discount not in excess of $ per share on sales to certain other dealers. After our common stock is released for sale to the public, the underwriters may change the offering price and other selling terms.

The following table shows the per share and total underwriting discounts and commissions that we will pay to the underwriters. These amounts are shown assuming no exercise and full exercise of the underwriters’ over-allotment option to purchase additional shares.

We estimate that the total expenses of the offering payable by us, excluding underwriting discounts and commissions, will be approximately $1,710,263.

The shares of common stock are being offered by the underwriters, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of certain legal matters by counsel for the underwriters and other conditions specified in the underwriting agreement. The underwriters reserve the right to withdraw, cancel or modify this offer and reject orders in whole or in part.

The underwriting agreement provides that the obligations of the underwriters are conditional and may be terminated at their discretion based on their assessment of the financial markets. The obligations of the underwriters may also be terminated upon the occurrence of the events specified in the underwriting agreement. The underwriting agreement provides that the underwriters are obligated to purchase all of the shares of common stock in this offering if any are purchased, other than those covered by the over-allotment option described above.

The underwriters have informed us that they do not intend to confirm sales of the common stock offered by this prospectus to any accounts over which they exercise discretionary authority.

Lock-up Agreements. We, and our executive officers and directors have agreed, for a period of 120 days after the date of this prospectus, not to sell, offer, agree to sell, contract to sell, hypothecate, pledge, grant any option to sell, or otherwise dispose of or hedge, directly or indirectly, any of our shares of common stock or securities convertible into, exchangeable or exercisable for any shares of our common stock or warrants or other rights to purchase shares of our common stock or similar securities, without, in each case, the prior written consent of the representative.

The 120-day restricted period described in the preceding paragraph will be automatically extended if: (1) during the last 17 days of the 120-day restricted period we issue an earnings release or announce material news or a material event; or (2) prior to the expiration of the 120-day restricted period, we announce that we will release earnings results during the 16-day period following the last day of the 120-day period, in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or material event.

These restrictions are expressly agreed to preclude us, and our executive officers and directors, from engaging in any hedging or other transaction or arrangement that is designed to, or which reasonably could be expected to, lead to or result in a sale, disposition or transfer, in whole or in part, of any of the economic consequences of ownership of shares of our common stock, whether such transaction would be settled by delivery of shares of our common stock or other securities, in cash or otherwise.

Stabilization. In connection with this underwriting, the underwriters may, pursuant to Regulation M under the Securities Act, engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock in the open market may be higher than it

would otherwise be in the absence of these transactions. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our common stock. These transactions may be effected on the Nasdaq Global Market, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

Indemnity. We have agreed to indemnify the underwriters, and persons who control the underwriters, against specified liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required to make in respect thereof.

Listing. Our shares are currently listed on the OTC Bulletin Board under the symbol “SSBX.OB.” We have applied to have our common stock listed for quotation on the Nasdaq Global Market under the trading symbol “SSBX.”

At our request, the underwriters have reserved for sale, at the initial offering price, up to 160,000 shares of our common stock offered in this prospectus for certain officers, directors, employees and related persons of Silver State Bancorp and its subsidiaries. The number of shares of our common stock available for sale to the general public will be reduced to the extent such persons purchase such reserved shares. Any reserved shares which are not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered in this prospectus.

From time to time, some of the underwriters have provided and may continue to provide financial advisory services to us in the ordinary course of their respective businesses and have received, and may receive, compensation for such services.

We are authorized to issue 60.0 million shares of common stock having a par value of $.001 per share and 10.0 million shares of preferred stock having a par value of $.001 per share. We will not issue any shares of preferred stock in the offering. Except as discussed herein, each share of our common stock will have the same relative rights as, and will be identical in all respects with, every other share of common stock. As of May 31, 2007, there were 13,739,662 shares of common stock outstanding and approximately 250 stockholders of record. After this offering, there will be 16,939,662 shares of our common stock outstanding, or 17,419,662 shares if the underwriters exercise their over-allotment option in full. In addition, as of May 31, 2007, there were options to purchase 1,009,177 shares of common stock outstanding.

Dividends. We can pay dividends out of statutory surplus or from net profits if, as and when declared by our Board of Directors. Our payment of dividends is subject to limitations which are imposed by law. See “Dividend Policy” and “Supervision and Regulation.” The holders of our common stock will be entitled to receive and share equally in such dividends as may be declared by the Board of Directors out of the legally available funds. If we issue preferred stock, the holders of the preferred stock may have a priority over the holders of the common stock with respect to dividends.

Voting Rights. The holders of our common stock are entitled to one vote for each share held of record on all matters properly submitted to a vote of the stockholders, including the election of directors. Holders of common stock do not have cumulative voting rights in the election of directors. Accordingly, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they so choose. Also, our Board of Directors is divided into three classes which are as equal in size as is possible and only one class is required to be elected annually by our stockholders. If we issue preferred stock, holders of the preferred stock may also possess voting rights. Certain matters, including the removal of directors, the approval of business combinations and amending certain provisions of the Articles of Incorporation or Code of Bylaws, may require an 80% or two-thirds stockholder vote. See “Anti-Takeover Effects of Provisions of our Articles of Incorporation, Code of Bylaws and Nevada Law.”

Liquidation, Dissolution and Winding Up. Upon our liquidation, dissolution or winding up, the holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all our debts and other liabilities, subject to the prior rights of any preferred stock then outstanding.

Assessment. All outstanding shares of common stock are, and the common stock to be outstanding upon completion of this offering will be, fully paid and nonassessable.

Preemptive Rights; Redemption. Holders of our common stock will not be entitled to preemptive rights with respect to any shares which may be issued. Our common stock is not subject to redemption.

We will not issue any shares of our authorized preferred stock in the offering. We may issue preferred stock in the future with such preferences and designations as the Board of Directors may from time to time determine.

The Board of Directors can, without stockholder approval, issue preferred stock with voting and dividend rights which could dilute the voting strength of the holders of the common stock and may assist management in impeding an unfriendly takeover or attempted change in control.

Anti-Takeover Effects of Provisions of our Articles of Incorporation and Code of Bylaws and Nevada Law

Some provisions of Nevada law and our Articles of Incorporation and Code of Bylaws contain provisions that could make the following transactions more difficult: (i) acquisition of us by means of a tender offer; (ii) acquisition of us by means of a proxy contest or otherwise; or (iii) removal of our incumbent officers and directors. These provisions, summarized below, are intended to encourage persons seeking to acquire control of us to first negotiate with our board of directors. These provisions also serve to discourage hostile takeover practices and inadequate takeover bids. We believe that these provisions are beneficial because the negotiation they encourage could result in improved terms of any unsolicited proposal.

Authorized but Unissued Capital Stock. Following the offering, we will have authorized but unissued shares of preferred stock and common stock. Our Board of Directors may authorize the issuance of one or more series of preferred stock without stockholder approval. See “Description of Capital Stock of Silver State Bancorp.” These shares could be used by our Board of Directors to make it more difficult or to discourage an attempt to obtain control of us through a merger, tender offer, proxy contest or otherwise.

Votes of Stockholders. Our Articles of Incorporation provide that there will not be cumulative voting of stockholders for the election of our directors. In addition, our Articles of Incorporation also provide that any action required or permitted to be taken by our stockholders may be taken only at an annual or special meeting and prohibits stockholder action by written consent in lieu of a meeting.

Classified Board; Power of Directors to Fill Vacancies. Our Board of Directors is required by the Articles of Incorporation and Code of Bylaws to be divided into three classes which are as equal in size as is possible. One of the three classes of directors is required to be elected annually by our stockholders for a three-year term. A classified board promotes continuity and stability of our management but makes it more difficult for stockholders to change a majority of the Board of Directors because it generally takes at least two annual elections of directors for this to occur. In addition, any vacancy occurring on the Board of Directors, including a vacancy created by an increase in the number of directors or resulting from death, resignation, retirement, disqualification, removal from office or other cause, shall be filled for the remainder of the unexpired term exclusively by the directors then in office.

Removal of Directors. Our Articles of Incorporation provide that a director may be removed from the Board of Directors prior to the expiration of his or her term only for cause and upon the affirmative vote of at least 80% of the outstanding shares of voting stock. These requirements may make it more difficult for stockholders to change control of our Board of Directors by removing existing directors and filling the vacancies with other directors.

Stockholder Vote Required to Approve Business Combinations with Interested Stockholders. Our Articles of Incorporation require the approval of the holders of at least 80% of our outstanding shares of voting stock, together with the affirmative vote of at least 50% of the outstanding shares of voting stock not beneficially owned by an Interested Stockholder (defined below) to approve certain Business Combinations and related transactions. Generally, a Business Combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the Interested Stockholder.

The vote of the holders of at least 80% of our shares is required in connection with any transaction involving an Interested Stockholder except (1) in cases where the proposed transaction has been approved in advance by a majority of those members of our Board of Directors who are unaffiliated with the Interested Stockholder and were directors prior to the time when the Interested Stockholder became an Interested Stockholder or (2) if the proposed transaction meets certain conditions which are designed to afford the stockholders a fair price in consideration for their shares in which case, if a stockholder vote is required, approval of only a majority of the outstanding shares of voting stock would be sufficient.

The term Interested Stockholder is defined to include any individual, corporation, partnership or other entity (other than us or our subsidiaries or any employee benefit plan maintained by us or our subsidiaries) which owns beneficially or controls, directly or indirectly, 10% or more of the outstanding shares of our voting stock.

Amendment of our Organizational Documents. Our Articles of Incorporation provide that certain provisions of our Articles of Incorporation may not be altered, amended, repealed or rescinded without the affirmative vote of either (i) a majority of the authorized number of directors and, if one or more Interested Stockholders exists, by a majority of the Disinterested Directors (as defined in the Articles of Incorporation) or (ii) the holders of two-thirds of the total votes of our outstanding shares of voting stock and, if the alteration, amendment, repeal, or rescission is proposed by or on behalf of an Interested Stockholder or a director who is an Affiliate or Associate (each as defined in the Articles of Incorporation) of an Interested Stockholder, by the affirmative vote of 50% of our outstanding shares of voting stock, which are not beneficially owned by any Interested Stockholder or his or her Affiliate or Associate. Amendment of the provision of our Articles of Incorporation relating to Business Combinations must also be approved by either:

Furthermore, our Articles of Incorporation provide that provisions of our Code of Bylaws that contain supermajority (80% of our outstanding stock) voting requirements may not be altered, amended, repealed or rescinded without the vote of the Board of Directors or without the approval of the holders of at least 80% of our outstanding shares of voting stock. Our Articles of Incorporation also provide that the Board of Directors is authorized to make, alter, amend, rescind or repeal any of our Code of Bylaws in accordance with the terms of the Code of Bylaws, regardless of whether the Bylaw was initially adopted by the stockholders. These provisions could have the effect of discouraging a tender offer or other takeover attempt where the ability to make fundamental changes through bylaw amendments is an important element of the takeover strategy of the acquirer.

Nevada Anti-Takeover Statutes. We are subject to Sections 78.411 through 78.444 of the Nevada Revised Statutes which prohibits persons deemed Interested Stockholders from engaging in a Business Combination with a Nevada corporation for three years following the date these persons become Interested Stockholders. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the Board of Directors.

We are also subject to Sections 78.378 through 78.3793 of the Nevada Revised Statutes, commonly referred to as the “control share law”, so long as we have 200 or more stockholders of record, at least 100 of whom are in Nevada. The control share law provides, among other things, that a person (individually or in association with others) who acquires a “controlling interest” (which, under the definition in the control share law, can be as small as 20% of the voting power in the election of directors) in a corporation will obtain voting rights in the “control shares” only to the extent such rights are conferred by a vote of the disinterested stockholders. In addition, in certain cases where the acquiring party has obtained such stockholder approval for voting rights, stockholders who voted against conferring such voting rights will be entitled to demand payment by the corporation of the fair value of their shares.

The Nevada Revised Statutes further allow our Board of Directors to consider factors other than offering price in deciding upon whether to reject or approve a tender offer or proposed merger or similar transaction. These factors include:

Our Articles of Incorporation allow our Board of Directors to consider the financial and managerial resources and future prospects of the other party, as well as the factors stated above, in considering whether to reject or approve a tender offer or proposed merger or similar transaction.

The provisions of Nevada law and our Articles of Incorporation and Code of Bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. Such provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.

Consistent with Nevada law, our Articles of Incorporation provide that our directors will not be personally liable for monetary damages to the corporation, stockholders or creditors for breach of their fiduciary duties as directors, except liability for any of the following: (i) any breach of their fiduciary duties that involve intentional misconduct, fraud or a knowing violation of law or (ii) unlawful payments of dividends in violation of Nevada Revised Statute § 78.300.

Our Articles of Incorporation also provide that we will indemnify each of our directors and executive officers and we may indemnify each of our other officers and employees and other agents to the fullest extent permitted by law, provided such person acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of Silver State Bancorp, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her or conduct was unlawful. Our Articles of Incorporation also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in such capacity, regardless of whether our Articles of Incorporation would permit indemnification.

Mellon Investor Services LLC, located at 480 Washington Boulevard, Jersey City, NJ 07310, telephone: (201) 296-4000 is our transfer agent and registrar.

We have applied to have our common stock listed on the Nasdaq Global Market under the symbol “SSBX.”

Certain legal matters with respect to this offering will be passed upon for us by Thacher Proffitt & Wood LLP. The legality of the issuance of the common stock being offered and certain other legal matters relating to Nevada law will be passed upon for us by Kolesar & Leatham, Chtd. Certain legal matters with respect to this offering will be passed upon for the underwriters by Nixon Peabody LLP.

Our consolidated financial statements as of December 31, 2006 and 2005, and for each of the years in the three-year period ended December 31, 2006, have been included herein in reliance upon the reports of McGladrey & Pullen, LLP, an independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

We have filed with the SEC through its Electronic Data Gathering, Analysis, and Retrieval system, or EDGAR, a registration statement on Form S-1 under the Securities Act with respect to the offer and sale of common stock pursuant to this prospectus. This prospectus, filed as a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules thereto in accordance with the rules and regulations of the SEC and reference is hereby made to such omitted information. Statements made in this prospectus concerning the contents of any contract, agreement, or other document filed as an exhibit to the registration statement are summaries of the terms of such contracts, agreements, or documents. Reference is made to each such exhibit for a more complete description of the matters involved. The registration statement and the exhibits and schedules thereto filed with the SEC may be inspected, without charge, and copies may be obtained at prescribed rates at the public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain additional information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The registration statement and other information filed by us with the SEC via EDGAR are also available at the web site maintained by the SEC. The address for this website is “http://www.sec.gov.”

As a result of this offering, we will become subject to the information and reporting requirements of the Exchange Act, and will file periodic reports, proxy statements and will make available to our stockholders annual reports containing audited financial information for each year and quarterly reports for the first three quarters of each fiscal year containing unaudited interim financial information.

All schedules are omitted as the required information either is not applicable or is included in the consolidated financial statements or related notes.

Note 1. Nature of Banking Activities and Summary of Significant Accounting Policies

Silver State Bancorp (the “Company”) is a bank holding company headquartered in Henderson, Nevada, providing a full range of banking services to commercial and consumer customers. The Company has two consolidated wholly-owned subsidiaries. Silver State Bank is a Nevada State chartered bank providing a full range of commercial and consumer bank products through ten branches located in the Las Vegas, Nevada metropolitan area. On September 5, 2006, the Company acquired a second subsidiary, Choice Bank, with two full-service branches. The Company also operates loan production offices in six western states. The Company’s business is concentrated in southern Nevada and is subject to the general economic conditions of this area. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America and general industry practice.

In preparing the accompanying consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses for the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses and the fair value of servicing rights.

The accompanying unaudited consolidated financial statements as of March 31, 2007 and 2006 have been prepared in condensed format, and therefore do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

The information furnished in these interim statements reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for each respective period presented. Such adjustments are of a normal recurring nature. The results of operations in the interim statements are not necessarily indicative of the results that may be expected for any other quarter or for the full year. The interim financial information should be read in conjunction with the Company’s audited financial statements.

Condensed financial information as of December 31, 2006 has been presented next to the interim consolidated balance sheet for informational purposes.

Basic earnings per share (EPS) represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued as well as any adjustment to income that would result from assumed issuance. Potential common shares that may be issued by the Company relate solely to outstanding options, and are determined using the treasury stock method.

Components used in computing EPS for the three months ended March 31, 2007 and 2006 are summarized as follows:

Pursuant to SFAS No. 141, the Company finalized its purchase price allocation related to the acquisition of Choice Bank during the first quarter of 2007. The finalizing resulted in an adjustment to goodwill of $99.

In July 2006, the FASB issued FASB Interpretation 48, Accounting for Income Tax Uncertainties (FIN 48), to clarify the accounting for uncertainty in income taxes recognized in financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 defines the threshold for recognizing the benefits of tax return positions in the financial statements as “more likely than not” to be sustained by the taxing authority. The literature also provides guidance on de-recognition, measurement and classification of income tax uncertainties, along with any related interest and penalties. FIN 48 also includes guidance concerning accounting for income tax uncertainties in interim periods and increases the level of disclosures associated with any recorded income tax uncertainties. FIN 48 is effective for fiscal years beginning after December 15, 2006. The differences between the amounts recognized in the consolidated balance sheets prior to the adoption of FIN 48 are accounted for as a cumulative effect adjustment recorded to the beginning balance of retained earnings. The Company has adopted FIN 48 effective January 1, 2007. The adoption of FIN 48 did not have a material impact on the financial statements and a cumulative adjustment was not recorded.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115. SFAS 159 permits an entity to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS 159 are elective, however, the amendment to SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, applies to all entities with available for sale or trading securities. For financial instruments elected to be accounted for at fair value, an entity will report the unrealized gains and losses in earnings. SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. SFAS 159 was recently issued and the Company is currently assessing the financial impact this statement will have on our financial statements. The Company did not early adopt this standard.

The composition of the Company’s net loans as of March 31, 2007 and December 31, 2006 is as follows:

Changes in the allowance for loan losses for the three months ended March 31, 2007 and 2006 are as follows:

At March 31, 2007, total impaired loans and nonaccrual loans were $128. There were not any loans past due 90 days or more and still accruing.

The Company files income tax returns in the U.S. federal jurisdiction and in various states. The Company is no longer subject to U.S. federal, state or local tax examinations by tax authorities for years before 2003. The Company has not undergone any recent examinations by the Internal Revenue Service (IRS).

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. Management believes that the Company has appropriate support for the income tax positions taken and to be taken on its tax returns, and that its accruals for tax liabilities are adequate for all open years on an assessment of many factors, including past experience and interpretations of tax law applied to the facts of each matter.

The Company would recognize interest and penalties accrued related to unrecognized tax benefits in tax expense. The Company has not recognized or accrued any interest or penalties for the periods ended March 31, 2007 and 2006.

At March 31, 2007, four customer balances totaling $272,318 comprised 24% of total deposits. At December 31, 2006, three customer balances totaling $190,308 comprised 19% of total deposits. These customer balances at March 31, 2007 and December 31, 2006 are considered brokered deposits.

As of March 31, 2007 and December 31, 2006 approximately $58,380 and $56,440, respectively, of the Company’s non-interest bearing demand deposits consisted of demand accounts maintained by title insurance and qualified intermediary companies.

In the normal course of business, the Company is involved in various legal proceedings. In the opinion of management, any liability resulting from such proceedings would not have a material adverse effect on the consolidated financial statements.

A summary of the contract amount of the Company’s exposure to off-balance-sheet risk is as follows:

We have a high concentration in real estate construction and land loans. At March 31, 2007, approximately 36% of our real estate loans were classified as real estate construction loans and 36% of our real estate loans were classified as land loans. In addition, commercial real estate loans represent approximately 20% of our total real estate loans as of March 31, 2007. Of our commercial real estate loans, approximately 59% are owner occupied.

In February 2007, the Company entered into an agreement for a 10 year lease related to a future branch location. Minimum future lease payments under this lease will be approximately $138 the first year, with two percent increase every year thereafter. The lease payments are scheduled to commence in September 2007.

The Company’s 2006 Omnibus Equity Plan is discussed in Note 14 of the audited financial statements.

During the three months ended 2007, the Company granted 63,800 incentive stock options and 8,300 shares of restricted stock to various employees. The options had a weighted average exercise price of $26. 15,550 incentive stock options vest at 25% per year and 48,250 cliff vest after 4 years. The restricted stock cliff vests after 4 years. 29,225 stock options were exercised, 10,695 options and 250 shares of restricted stock were forfeited, during the three months ended March 31, 2007. These exercised and forfeited options had a weighted average exercise price of $2.15 and $14.86, respectively. The total expense to be recognized on these stock based awards granted during the three months ended March 31, 2007 is approximately $617, and will be recorded over the vesting period.

As of March 31, 2007, the most recent notification from the federal banking agencies categorized the Company and the Banks as well capitalized as defined by the banking agencies. To be categorized as well capitalized, the Company and the Banks must maintain total risk based, Tier I risk based and Tier I leverage ratios as set forth in the table below. As of March 31, 2007, the Company meets the regulatory guidelines to be categorized as well capitalized and the Banks meet the regulatory guidelines to be categorized as adequately capitalized.

The actual capital amounts and ratios for the Banks and the Company as of March 31 are presented in the following table:

The following is a summary of selected operating segment information as of and for the three months ended March 31, 2007 and 2006:

On January 24, 2007, the shareholders of Silver State Bancorp approved an amendment to the Articles of Incorporation, increasing the authorized number of common shares from 20,000,000 to 60,000,000 and creating a new class of preferred stock in the amount of 10,000,000 shares. All shares of stock have a par value of .001 cents.

The Company granted 500 shares of restricted stock and 22,500 incentive stock options in April and May 2007.

The Company entered into employment agreements with four key officers in April 2007. The agreements provide for certain cash payments as a result of termination or change in control.

In April 2007, the Company entered into an agreement for a 20 year lease related to a future branch location. Minimum future lease payments under this lease will be approximately $300 per year for the first five years, with ten percent increases every five years thereafter. The lease payments are scheduled to commence in 2008.

In May 2007, the Company made a deposit on land for a future branch site. The purchase price for the land will be $1,000.

In May 2007, the Company entered into an agreement for a 10 year lease related to a future branch location. Minimum future lease payments under this lease will be approximately $106 per year, with four percent increases every year thereafter. The lease is scheduled to commence in the fourth quarter of 2007.

We have audited the consolidated balance sheets of Silver State Bancorp and subsidiaries (collectively referred to herein as the Company) as of December 31, 2006 and 2005, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.

As described in Note 1 to the consolidated financial statements, effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123(R), Share Based Payment.

Note 1. Nature of Banking Activities and Summary of Significant Accounting Policies

A summary of the significant accounting policies of the Company and its subsidiaries are as follows:

The accompanying consolidated financial statements include the accounts of Silver State Bancorp and its wholly-owned subsidiaries, Silver State Bank and Choice Bank. Choice Bank was acquired on September 5, 2006. Thus, the income statement includes the revenues and expenses of Choice Bank for the period from the acquisition date to December 31, 2006. Certain trust subsidiaries (Note 12) do not meet the criteria for consolidation pursuant to Financial Accounting Standards Board (FASB) Interpretation No. 46, Consolidation of Variable Interest Entities, as amended. All significant intercompany accounts and transactions have been eliminated in consolidation.

For purposes of reporting cash flows, cash and cash equivalents includes cash on hand, amounts due from banks (including cash items in process of clearing), and federal funds sold. Cash flows from loans originated by the Company, deposits and other borrowed funds are reported net.

The Company maintains amounts due from banks which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.

Securities classified as available for sale are those debt securities the Company intends to hold for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as available for sale would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Company’s assets and liabilities, liquidity needs, regulatory capital considerations and other similar factors. Securities available for sale are reported at fair value with unrealized gains or losses reported as other

comprehensive income (loss), net of the related deferred taxes. The amortization of premiums and accretion of discounts, computed by the interest method over their contractual lives, are recognized in interest income. Realized gains or losses, determined on the basis of the cost of specific securities sold, are included in earnings. Declines in the fair value of individual securities classified as available for sale below their amortized cost that are determined to be other than temporary result in write-downs of the individual securities to their fair value with the resulting write-downs included in current earnings as realized losses. In determining other-than-temporary losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

Loans held for sale are those loans that the Company has the intent to sell in the foreseeable future. All of our loans held for sale are commercial loans. They are reported at the lower of aggregate cost or fair value. Gains or losses on the sale of loans are recognized pursuant to FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. The Company’s loans held for sale consist primarily of Small Business Administration (SBA) loans, which are fully funded. Upon the sale of a loan, the Company will generally sell the guaranteed portion of the loan and retain the unguaranteed portion as a loan held for investment. The Company may also sell the unguaranteed portion. The Company also generally retains the right to service the loans sold. All sales are made without recourse. The Company issues various representations and warranties associated with the sale of loans. The Company has not incurred any significant losses resulting from these provisions.

Loans are stated at the amount of unpaid principal, reduced by unearned net loan fees and allowance for loan losses.

The allowance for loan losses is established through a provision for loan losses charged to expense. Loan losses are charged against the allowance for loan losses when management believes that collectibility of the principal is unlikely. Subsequent recoveries, if any, are credited to the allowance.

The allowance is an amount that management believes will be adequate to absorb probable losses on existing loans that may become uncollectible, based on evaluation of the collectibility of loans and prior credit loss experience. This evaluation also takes into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem credits, and current economic conditions that may affect the borrower’s ability to pay. Due to the credit concentration of the Company’s loan portfolio in real estate secured loans, the value of collateral is heavily dependent on real estate values in southern Nevada. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

In addition, regulatory agencies, as an integral part of their examination processes, periodically review the Company’s allowance for loan losses, and may require the Company to make additions to the allowance based on their judgment about information available to them at the time of their examinations.

The allowance consists of specific and general components. The specific component relates to loans that are classified as either doubtful, substandard or special mention. For such loans that are also classified as impaired,

an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan, pursuant to FASB Statement No. 114, Accounting by Creditors for Impairment of a Loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative and environmental factors, pursuant to FASB Statement No. 5, Accounting for Contingencies.

A loan is considered impaired when, based on current information and events, it is probable the Company will be unable to collect all contractual principal and interest payments due in accordance with the terms of the loan agreement. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, as a practical expedient, at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. The amount of impairment, if any, and any subsequent changes are included in the allowance for loan losses.

Larger groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer loans for impairment disclosures, unless such loans are the subject of a restructuring agreement.

Interest on loans is recognized over the terms of the loans and is calculated under the effective interest method. The accrual of interest on impaired loans is discontinued when, in management’s opinion, the borrower may be unable to make payments as they become due.

The Company determines a loan to be delinquent when payments have not been made according to contractual terms, typically evidenced by nonpayment of a monthly installment by the due date. The accrual of interest on loans is generally discontinued at the time the loan is 90 days delinquent unless the credit is well secured and in the process of collection. Other personal loans are typically charged off no later than 90 days delinquent.

All interest accrued but not collected for loans that are placed on nonaccrual status is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Loan origination and commitment fees and certain direct loan origination costs are deferred and the net amount amortized under the effective interest method. The Company is amortizing these amounts over the contractual life of the loan. Commitment fees, based upon a percentage of a customer’s unused line of credit, and fees related to standby letters of credit are generally recognized over the commitment period.

Other real estate owned (OREO) is held for sale and is carried at the lower of cost or fair value less estimated costs of disposal. Any write-down to fair value at the time of transfer to OREO is charged to the allowance for loan losses. Property is evaluated regularly to ensure the recorded amount is supported by its current fair value and valuation allowances to reduce the carrying amount to fair value less estimated costs to dispose are recorded as necessary. Revenue and expense from the operations of OREO and changes in valuation allowance are included in other expense.

The Company generally retains the right to service the guaranteed and unguaranteed portion of SBA loans sold to others. The Company generally receives a standard fee for providing this servicing function. The cost allocated to the servicing rights retained has been recognized as a separate asset and is being amortized in proportion to and over the period of estimated net servicing income. This asset is included in other assets in the accompanying consolidated balance sheets.

Servicing rights are periodically evaluated for impairment. Servicing rights are stratified based on origination dates. Fair values are estimated using a discounted cash flow model which utilizes various assumptions including prepayment speeds and current market rates of interest or other available information. No impairments were recognized during the years ended December 31, 2006, 2005, and 2004.

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Amortization of leasehold improvements is computed principally by the straight-line method over the lesser of the term of the lease or the estimated useful lives of the assets.

The Bank, as a member of the Federal Home Loan Bank (FHLB) system, is required to maintain an investment in capital stock of the FHLB in an amount equal to the greater of 1% of its outstanding home loans, or 5% of advances from FHLB. This stock is recorded at cost, which is also the redemption value.

The Company has engaged in the acquisition of a financial institution which is discussed more fully in Note 2. The Company paid an amount in excess of the fair value of the net assets acquired, which has been recorded as goodwill and core deposit intangible. In connection with the acquisition, the Company recorded the excess of the purchase price over the estimated fair value of the assets received and liabilities assumed as goodwill pursuant to Statement of Financial Accounting Standard (SFAS) No. 141, Business Combinations (SFAS 141). The Company will annually review the goodwill recorded for the acquisition for impairment in accordance with SFAS No. 142, Goodwill and Other Intangible Assets, on October 1. Goodwill is not being amortized whereas identifiable intangible assets with finite lives are amortized over their useful lives.

In addition to goodwill, a core deposit intangible was separately recognized based on the cumulative present value benefit of acquiring deposits versus an alternative source of funding for the premium related to the core deposits of the bank acquired. The core deposit intangible is subject to amortization over its estimated useful life of 15 years.

Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, net operating losses, and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

On June 22, 2005, the Company’s Board of Directors approved a 2-for-1 common stock split that resulted in the issuance of 6,074,999 additional shares to shareholders of record as of July 15, 2005. All stock option, share and per share information has been retroactively adjusted to reflect this stock split.

On April 28, 2004, the Company’s Board of Directors approved a 4-for-1 common stock split that resulted in the issuance of 4,532,868 additional shares to shareholders of record as of May 28, 2004. All stock option, share and per share information has been retroactively adjusted to reflect this stock split.

On September 20, 2006, stockholders of the Company approved the 2006 Omnibus Equity Plan (the “2006 Plan”). The 2006 Plan authorizes the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, and performance share cash only awards. The 2006 Plan authorized the issuance of 579,810 shares of Silver State Bancorp common stock, representing the total number of shares remaining available for stock option grants under Silver State Bancorp’s 1997 Stock Option Plan, 1998 Stock Option Plan, and 2004 Stock Option Plan. With the approval of the 2006 Plan, no additional awards will be granted under the 1997, 1998, and 2004 plans. The aggregate number of shares underlying awards granted to any participant in a single year may not exceed 125,000. As of December 31, 2006, the total number of awards remaining to be granted under the 2006 Plan was 333,750.

Incentive and non-qualified stock options are granted with an exercise price equal to the closing stock price of the Company’s stock at the date of grant; those options generally vest based on four years of continuous service and have 10-year contractual terms.

Effective January 1, 2006 (the “adoption date”), the Company adopted the provisions of FASB Statement No. 123 revised 2004, or (SFAS 123R), Share-Based Payment. SFAS 123R requires compensation costs relating to share-based payment transactions to be recognized in the financial statements. Prior to the adoption of SFAS 123R, the Company accounted for stock option grants using the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. Other than as discussed in Note 14, no stock-based compensation was reflected in net income for the years ended December 31, 2005 and 2004, respectively, as all options are required by the Plan to be granted with an exercise price equal to the fair value of the underlying common stock on the date of grant. Prior period financial statements have not been adjusted to reflect fair value of share-based compensation expense under SFAS 123R. As disclosed in Note 14, in December 2005, the Company accelerated the vesting of 975,000 stock options with an average exercise price of $7.65 per share. The options accelerated were to the Company’s executive officers and Board of Directors. The Company’s Board of Directors voted to approve the option acceleration at a meeting held on December 14, 2005. The option acceleration was effective as of December 21, 2005. Our chief executive officer (CEO) at the time participated in the discussions and voting on the option

acceleration at this board meeting. On January 9, 2006, this former CEO submitted to the Company’s Board of Directors his resignation from all positions with the Company. Shortly after the acceleration of the stock options, the former CEO exercised all of his 112,500 options with an aggregate value (measured as the market price of our common stock on the date of exercise less the exercise price multiplied by the number of options exercised) equal to approximately $1,400. If the option acceleration had not occurred in December, 2005, the former CEO would have forfeited all of his 112,500 unvested stock options in accordance with the terms of the options. As a result of this modification, the Company recognized stock option expense of $1,603 in 2005 in accordance with APB 25, as interpreted by FASB Interpretation No. 44: Accounting for Certain Transactions Involving Stock Compensation (FIN 44). Also as a result of the modification of these stock options, the Company will not need to record any stock option expense under SFAS 123R. Had the Company not accelerated the vesting of stock options in December 2005, and considering subsequent forfeitures by the former CEO, the Company would have recorded total compensation expense pursuant to SFAS 123R of approximately $1,300 during the periods 2006 through 2008.

Also prior to the adoption of SFAS 123R, the Company applied the disclosure provisions of SFAS 123, Accounting for Stock-Based Compensation. SFAS 123 required the disclosure of the pro forma impact on net income and earnings per share as if the value of the options were calculated at fair value. The Company utilizes the Black-Scholes model to calculate the fair value of stock options. The Company has adopted SFAS 123R using the modified prospective method. Under the Company’s transition method, SFAS 123R applies to new awards and to awards that were outstanding on the adoption date that are subsequently modified, repurchased or cancelled. In addition, the expense recognition provision of SFAS 123R applies to options granted prior to the adoption date that were unvested at the adoption date.

For the year ended December 31, 2006, the Company recognized $319 in compensation expense for stock options pursuant to SFAS 123R. In addition, the Company granted 900 shares of common stock to the Board of Directors of Choice Bank in 2006. These shares were fully vested on the date of grant. The Company recorded $22 of director’s expense for the year ended December 31, 2006.

Pursuant to SFAS 123R, the tax benefit associated with the exercise of non-qualified stock options is now reflected as a financing activity in the statement of cash flows, rather than as an operating activity. The related amount reflected as a financing activity for 2006 was $3,529.

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS 123, to stock-based employee compensation prior to the adoption date:

Components used in computing EPS for the years ended December 31, 2006, 2005 and 2004 are summarized as follows:

In the ordinary course of business, the Company has entered into off-balance-sheet financial instruments consisting of commitments to extend credit, commercial letters of credit and standby letters of credit. Such financial instruments are recorded in the consolidated financial statements when they are funded.

FASB Statement No. 107, Disclosures About Fair Value of Financial Instruments, requires disclosure of fair value information about financial instruments, whether or not recognized in the consolidated balance sheets, for which it is practicable to estimate that value.

Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction at December 31, 2006 and 2005. The estimated fair value amounts for 2006 and 2005 have been measured as of their respective year-ends, and have not been reevaluated or updated for purposes of these financial statements subsequent to those dates. As such, the estimated fair values of these financial instruments subsequent to the reporting date may be significantly different than the amounts reported at each year-end.

The information in Note 18 should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only required for a limited portion of the Company’s assets.

Due to the wide range of valuation techniques and the degree of subjectivity used in making the estimate, comparisons between the Company’s disclosures and those of other companies or banks may not be meaningful.

The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:

The carrying amounts reported in the consolidated balance sheets for cash, amounts due from banks and federal funds sold approximate fair value.

Fair value for securities is based on quoted market prices where available or on quoted markets for similar securities in the absence of quoted prices on the specific security.

The Company’s subsidiary bank is a member of the FHLB system and maintains an investment in capital stock of the FHLB. No ready market exists for the FHLB stock and it has no quoted market value.

Fair values are based on quoted market prices of similar loans sold to investors or current buying commitments from investors.

For variable rate loans that reprice frequently and that have experienced no significant change in credit risk, fair values are based on carrying values. The fair values for all other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality. Fixed rate loans accounted for approximately 4% and 5% of total loans as of December 31, 2006 and 2005, respectively. Loans are generally expected to be held to maturity and any unrealized gains or losses are not expected to be realized.

The carrying amounts reported in the consolidated balance sheets for accrued interest receivable and payable approximate fair value.

The fair value disclosed for demand deposits is by definition equal to the amount payable on demand at their reporting date (that is, their carrying amount). The carrying amount for variable-rate deposit accounts approximates fair value. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on these deposits. Early withdrawals of fixed-rate certificates of deposit are not expected to be significant.

The carrying amounts reported in the consolidated balance sheets for securities sold under repurchase agreements approximate fair value.

The fair values of the Company’s long-term borrowings are estimated using discounted cash flow analyses, based on the Company’s incremental borrowing rates for similar types of borrowing arrangements.

The carrying amounts reported in the consolidated balance sheets for junior subordinated debt approximate fair value as they are variable rate instruments.

Fair values for the Company’s off-balance-sheet instruments (lending commitments and standby letters of credit) are based on quoted fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing.

In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets, which amends SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for servicing of financial assets. SFAS 156 clarifies when a servicer should separately recognize servicing assets and servicing liabilities and permits an entity to choose either the “Amortization Method” or “Fair Value Measurement Method” for subsequent measurement of each class of such assets and liabilities. SFAS 156 is effective as of the beginning of an entity’s first fiscal year that begins after September 15, 2006. Earlier adoption is permitted as of the beginning of an entity’s fiscal year, provided the entity has not issued financial statements. The Company will implement this standard as of January 1, 2007. The Company currently uses the Amortization Method to account for servicing rights and expects to continue this practice after implementation of SFAS 156. Therefore, the adoption of this standard will not have a significant impact on its financial condition or results of operations.

In July 2006, the FASB issued FASB Interpretation 48, Accounting for Income Tax Uncertainties (FIN 48), to clarify the accounting for uncertainty in income taxes recognized in financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 defines the threshold for recognizing the benefits of tax return positions in the financial statements as “more likely than not” to be sustained by the taxing authority. The literature also provides guidance on de-recognition, measurement and classification of income tax uncertainties, along with any related interest and penalties. FIN 48 also includes guidance concerning accounting for income tax uncertainties in interim periods and increases the level of disclosures associated with any recorded income tax uncertainties. FIN 48 is effective for fiscal years beginning after December 15, 2006. The differences between the amounts recognized in the consolidated balance sheets prior to the adoption of FIN 48 will be accounted for as a cumulative effect adjustment recorded to the beginning balance of retained earnings. The Company does not expect the adoption of this standard will have a significant impact on its financial condition or results of operations.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under generally accepted accounting principles. As a result of SFAS 157 there is now a common definition of fair value to be used throughout generally accepted accounting principles. The FASB believes that the new standard will make the measurement of fair value more consistent and comparable and improve disclosures about those measures. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The Company does not believe the adoption of SFAS 157 will have a material impact on its financial statements.

In September 2006, the Emerging Issues Task Force (“EITF”) reached a consensus on EITF Issue No. 06-4 (“EITF 06-4”), Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements, which requires the application of the provisions of SFAS No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions (“SFAS 106”), to endorsement split-dollar life insurance arrangements. EITF 06-4 would require the Company to accrue a liability for the postretirement death benefits associated with split-dollar life insurance agreements. An endorsement-type arrangement generally exists when the Company owns and controls all incidents of ownership of the underlying policies. EITF 06-4 is effective for fiscal years beginning after December 15, 2007. The Company does not believe the adoption of EITF 06-4 will have a material impact on its financial statements.

In September 2006, the FASB ratified the consensus reached by the EITF in Issue No. 06-5, Accounting for Purchases of Life Insurance — Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4, Accounting for Purchases of Life Insurance (EITF 06-5). EITF 06-5 is effective for fiscal years beginning after December 15, 2006. The EITF concluded that a policyholder should consider any additional amounts included in the contractual terms of the policy in determining the amount that could be realized under the insurance contract. Amounts that are recoverable by the policyholder at the discretion of the insurance company should be excluded from the amount that could be realized. Amounts that are recoverable by the policyholder in periods beyond one year from the surrender of the policy should be discounted utilizing an appropriate rate of interest. The Company does not believe the adoption of EITF 06-5 will have a material impact on its financial statements.

Certain amounts in the balance sheet as of December 31, 2005 and the statements of income for the years ended December 31, 2005 and 2004 were reclassified to conform to the presentation adopted as of and for the year ended December 31, 2006. There was no effect on previously reported net income or stockholders’ equity.

Effective September 5, 2006, the Company acquired 100% of the outstanding common stock of Choice Bank (“Choice”), headquartered in Scottsdale, Arizona. At the date of acquisition, Choice became a wholly-owned subsidiary of the Company. The Stock Purchase Agreement (the “Agreement”) was entered into on March 29, 2006 and, pursuant to that Agreement, the Choice shareholders received $27.50 in cash for each share of Choice common stock for a total purchase price of $31,556. Under the terms of the agreement, 1,032,106 shares of Choice common stock were paid out. In addition, Choice stock option holders were granted the option of either converting their vested options into Company stock options or receiving cash consideration in the amount of $27.50 per option share less the exercise price. The total number of replacement options issued were 166,160 (see also Note 14) for a total fair value cost of $2,772. The replacement options issued were 100% vested on the date of grant.

The consolidated balance sheet and statement of income as of and for the period ended December 31, 2006, contained in the Company’s financial statements, include the total assets, liabilities, and net income of Choice. The primary purpose for the merger was to increase the Company’s presence in Arizona.

As of September 5, 2006, the following shows the condensed balance sheet amounts assigned to the assets and liabilities of Choice Bank, including all purchase adjustments at the time of acquisition:

The merger was accounted for under the purchase method of accounting in accordance with SFAS 141. Accordingly, the purchase price was allocated to the assets acquired and the liabilities assumed based on their estimated fair values at the merger date, September 5, 2006, as summarized below:

As a result of the Choice acquisition, the Company recorded $1,164 for the core deposit intangible. The Company has determined the final value and amortization period with the assistance of an independent valuation consultant. As of September 5, 2006, the amortization period of the Choice core deposit intangible was estimated to be 15 years. Amortization expense on the Choice core deposit intangible is recorded as of December 31, 2006 in the amount of $64. The Company estimates the amortization expense for the next five years as follows: 2007: $182; 2008: $165; 2009: $148; 2010: $130 and 2011: $113.

Certain amounts, including goodwill, are subject to change when the determination of the asset and liability values are finalized.

The Company is required to maintain reserve balances in cash or on deposit with the Federal Reserve Bank.

The total of those reserve balances was approximately $751 and $633 at December 31, 2006 and 2005, respectively.

Carrying amounts and fair values of securities available for sale at December 31 are summarized as follows:

The amortized cost and fair value of securities as of December 31, 2006 by contractual maturities are shown below. Given certain interest rate environments, some or all of these securities may be called by their issuers prior to the scheduled maturities. Maturities may differ from contractual maturities in mortgage backed securities because the mortgages underlying the securities may be called or repaid without penalties. Therefore, these securities are not included in the maturity categories in the following maturity summary.

Gross realized gains and losses of $17 and $23, respectively, were recorded on the sales of securities during the year ended December 31, 2006. Gross realized gains and losses of $7 and $13, respectively, were recorded on the sales of securities during the year ended December 31, 2005. There were no gross realized gains associated with available for sale securities during the year ended December 31, 2004. Securities available for sale with a carrying amount of approximately $59,000 and $64,915 at December 31, 2006 and 2005, respectively, were pledged to secure borrowings, and for other purposes required or permitted by law.

Information pertaining to securities with gross unrealized losses at December 31, 2006 and 2005, aggregated by investment category and length of time that individual securities have been in a continuous loss position follows:

Management evaluates securities for other than temporary impairment on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

Sixteen and twenty one debt securities have unrealized losses with aggregate depreciation of approximately 1% and 2% from the Company’s amortized cost-basis at December 31, 2006 and 2005, respectively. These unrealized losses relate primarily to fluctuations in the current interest rate environment. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the Federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysts reports. As management has the ability and intent to hold debt securities for the foreseeable future, no declines are deemed to be other than temporary.

Information about impaired and nonaccrued loans as of and for the years ended December 31 is as follows:

Approximately $29 of the impaired loans at December 31, 2006 are guaranteed by the SBA. The Company is not committed to lend significant additional funds on these impaired loans as of December 31, 2006.

The balance of SBA loans serviced for others was $62,916 and $52,221 at December 31, 2006 and 2005, respectively. Custodial balances maintained in connection with loan servicing, and included in other liabilities, were approximately $519 and $435 at December 31, 2006 and 2005, respectively. Information regarding servicing assets related to SBA loans at December 31 is as follows:

Changes in the allowance for loan losses for the years ended December 31, are as follows:

The major classes of premises and equipment and the total accumulated depreciation and amortization as of December 31 are as follows:

The Company completed the construction of a facility during the year ended December 31, 2006 of which $219 of interest expense related to the construction of the branch was capitalized.

Note 8. Securities Sold Under Agreements to Repurchase and Federal Funds Purchased

The Company enters into sales of securities under agreements to repurchase which generally mature within one day. The obligations to repurchase securities sold are reported as liabilities in the accompanying consolidated balance sheets and are approximately $13,602 and $22,072 as of December 31, 2006 and 2005, respectively. The dollar amount of securities underlying the agreements remain in the asset accounts. The securities underlying the agreements are U.S. Agencies. During the year ended December 31, 2006, the average balance outstanding and interest expense recorded under these repurchase agreements was approximately $12,635 and $563, respectively, resulting in an average rate paid of 4.46%. During the year ended December 31, 2005, the average balance outstanding and interest expense recorded under these repurchase agreements was approximately $15,036 and $477 respectively, resulting in an average rate paid of 3.17%. During the year ended December 31, 2004, the average balance outstanding and interest expense recorded under these repurchase agreements was approximately $13,046 and $262, respectively, resulting in an average rate paid of 2.01%.

The Company has also entered into five agreements with other lending institutions under which it can purchase up to approximately $85 million of federal funds. The interest rate charged on borrowings is determined by the lending institutions at the time of borrowing. All lines are unsecured. The agreements can be terminated by the lending institutions at any time. There were no balances outstanding under these agreements at December 31, 2006 or 2005.

The cumulative tax effects of the primary temporary differences as of December 31 are shown in the following table:

At December 31, 2006 and 2005, no valuation reserve was considered necessary as management believes it is more likely than not that the deferred tax assets will be realized due to taxes paid in prior years on future operations.

The provision for income taxes charged to operations for the years ended December 31 consist of the following:

The income tax provision differs from the amount of income tax determined by applying the United States federal income tax rate to pretax income for the years ended December 31, 2006, 2005, and 2004 due to the following:

At December 31, 2006, the scheduled maturities of time certificates are as follows:

At December 31, 2006, three customer balances totaling $190,308 comprised 19% of total deposits. These customer balances are considered brokered deposits. At December 31, 2005, two customer balances totaling $96,116 comprised 14% of total deposits. Of this balance $43,856 is considered a brokered deposit. The Company had an additional $11,208 in brokered deposits at December 31, 2005.

As of December 31, 2006 and 2005, approximately $56,440 and $112,888, respectively, of the Company’s non-interest bearing demand deposits consisted of demand accounts maintained by title insurance and qualified intermediary companies. The Company provides an analysis earnings credit for these customers, which is calculated by applying a variable crediting rate to such customers’ average monthly deposit balances, less any internal charges incurred, which are comprised of common deposit service charges. External services are then purchased on behalf of these customers based on the amount of the earnings credit. These external services, which are commonly offered in the banking industry, include courier, bookkeeping and data processing services. The expense of these external services totaled $378, $201 and $164 for the years ended December 31, 2006, 2005 and 2004, respectively, and is included in customer service expense in the accompanying consolidated statements of income.

The Company has a line of credit available from the Federal Home Loan Bank of San Francisco (FHLB). Borrowing capacity is determined based on collateral pledged, generally consisting of loans and securities, at the time of the borrowing. Pursuant to collateral agreements with the FHLB, advances are collateralized by qualifying loans in the amount of $87,281 and $74,902 at December 31, 2006 and 2005, respectively. FHLB borrowings may be subject to prepayment penalties. The remaining borrowing capacity at December 31, 2006 with the FHLB was approximately $25,617. Advances at December 31 have maturity dates as follows:

The Company has formed five statutory business trusts which exist for the exclusive purpose of issuing Cumulative Trust Preferred Securities. All of the funds raised from the issuance of these securities were passed to the Company and are reflected in the accompanying consolidated balance sheets as junior subordinated debt. Information about junior subordinated debt as of and for the years ended December 31 is as follows:

In the event of certain changes or amendments to regulatory requirements or Federal tax rules, the debt is redeemable in whole. The obligations under these instruments are fully and unconditionally guaranteed by the Company and rank subordinate and junior in right of payment to all other liabilities of the Company. The Trust preferred securities qualify as Tier I Capital for the Company, subject to certain limitations, with the excess being included in total capital for regulatory purposes.

The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments consist of commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for on-balance-sheet instruments.

A summary of the contract amount of the Company’s exposure to off-balance-sheet risk as of December 31 is as follows:

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the party. Collateral held varies, but may include accounts receivable, inventory, property and equipment, undeveloped land, residential real estate and income-producing commercial properties. As of December 31, 2006, unsecured loan commitments are approximately $34,789.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held varies as specified above and is required as the Company deems necessary. As of December 31, 2006, the balance of unsecured standby letters of credit is $60. Essentially all letters of credit issued have expiration dates within four years. Upon entering into a letter of credit, the Company records the related liability at fair value pursuant to FASB Interpretation 45 (FIN 45), Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, thereafter the related liability is evaluated pursuant to SFAS 5. The total liability for financial instruments with off-balance sheet risk as of December 31, 2006 and 2005 was approximately $141 and $125, respectively.

The Company leases certain premises under non cancelable operating leases. Minimum future rental payments under these leases for each of the next five years and in the aggregate are as follows:

Rental expense from these operating leases was $711, $653 and $624 for the years ended December 31, 2006, 2005 and 2004, respectively.

The Company grants commercial, construction, real estate and consumer loans to customers through its ten branches located in the Las Vegas, Nevada metropolitan area. The Company’s business is primarily concentrated in southern Nevada, and the loan portfolio includes significant credit exposure to the general economy and real estate industry of this area. The Company’s real estate portfolio is secured by office buildings, land held for development, undeveloped land, single family homes and other real property located primarily in southern Nevada. At December 31, 2006 and 2005, real estate loans accounted for approximately 89% of the total loans in both years. Substantially all of these loans are secured by first liens with an initial loan to value ratio of generally not more than 75%. The Company’s policy for requiring collateral is to obtain collateral whenever it is available or desirable, depending upon the degree of risk the Company is willing to take.

We have a high concentration in real estate construction and land loans. At December 31, 2006, approximately 35% of our real estate loans were classified as real estate construction loans and 34% of our real estate loans were classified as land loans. In addition, commercial real estate loans represent approximately 23% of our total real estate loans as of December 31, 2006. Of our commercial real estate loans, approximately 57% are owner-occupied.

Approximately 4% and 3% of the Company’s loans were unsecured as of December 31, 2006 and 2005, respectively. The Company’s loans are expected to be repaid from cash flow or from proceeds from the sale of selected assets of the borrowers.

The Company has adopted the 2006 Omnibus Equity Plan (See Note 1) under which options to acquire common stock of the Company may be granted to employees, officers or directors at the discretion of the Board of Directors. The Plans allow for the granting of 579,810 incentive and non-qualifying stock options as those terms are defined in the Internal Revenue Code.

The fair value of each option award is estimated on the date of grant using the Black-Scholes model that uses the assumptions noted in the following table. The Company estimates the expected life of each stock option on historical and expected behavior of the Company’s employees. The volatility estimate is based on the historical volatility of the Company’s stock using a period equal to the expected life of the option. The risk-free rate is based on the yield on a zero coupon U.S. Treasury bond with a maturity equal to the expected life of the option. The dividend yield is estimated to be zero based on the Company’s current intention not to issue dividends for the foreseeable future.

A summary of stock option activity during the year ended December 31, 2006 is as follows:

Other than the replacement options granted (see Note 2), all stock options granted under the Plans expire 10 years after the date of grant and vest 25% per year over four years. In December 2005, the Company accelerated the vesting on 975,000 stock options. As a result of this modification, the Company recognized stock options expense of $1,603 in 2005 in accordance with APB 25. Also, as a result, the Company is not required to record any stock option expense under SFAS 123R related to these modified options.

The weighted average remaining contractual term of outstanding options as of December 31, 2006 was 7 years, with an aggregate intrinsic value of $15,766. The weighted average remaining contractual term of options exercisable at December 31, 2006 was 7 years, with an aggregate intrinsic value of $13,266.

The total intrinsic value of options exercised during the year ended December 31, 2006 was $10,818. The aggregate fair value of options vested during year was $1,026.

As of December 31, 2006, there was $900 of total unrecognized compensation cost related to nonvested share-based compensation arrangements.

Federal and banking regulations place certain restrictions on dividends paid by the Bank to the Holding Company. The Company (on a consolidated basis) and the subsidiary banks are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory — and possibly additional discretionary — actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Banks’ financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Banks must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Banks to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital to average assets (as defined). Management believes the Company and the Banks meet all capital adequacy requirements to which they are subject as of December 31, 2006.

As of December 31, 2006, the most recent notification from the federal banking agencies categorized the Company and the Banks as well capitalized as defined by the banking agencies. To be categorized as well capitalized, the Company and the Banks must maintain total risk based, Tier I risk based and Tier I leverage ratios as set forth in the table below. As of December 31, 2006, the Company and the Banks meet the regulatory guidelines to be categorized as well capitalized.

The actual capital amounts and ratios for the Banks and the Company as of December 31 are presented in the following table:

Additionally, the State of Nevada banking regulations restrict the distribution of the net assets of Silver State Bank because such regulations require the sum of the Bank’s stockholder’s equity and allowance for loan losses to be at least 6% of the average of the Bank’s total daily deposit liabilities for the preceding 60 days. As a result of these regulations, approximately $52,155 of Silver State Bank’s stockholder’s equity was restricted as of December 31, 2006.

The Company provides a 401(k) plan which covers substantially all of the Company’s employees who are eligible based upon age and length of service. A participant may elect to make contributions up to 12 percent of the participant’s annual compensation. The Company makes matching contributions at management’s discretion. The Company approved matching contributions of approximately $448, $282 and $180 for the years ended December 31, 2006, 2005 and 2004, respectively.

The Bank has purchased life insurance on certain key officers under a split dollar plan, whereby the Bank owns the cash surrender value and the officers’ beneficiaries share in death benefits. Total cash surrender value was approximately $858 and $1,394 at December 31, 2006 and 2005, respectively, and is included in other assets on the accompanying consolidated balance sheets.

Shareholders of the Company, officers and directors, including their families and companies of which they are principal owners, are considered to be related parties. These related parties were loan customers of, and had other transactions with, the Company in the ordinary course of business. In management’s opinion, these loans and transactions were on the same terms as those for comparable loans and transactions with nonrelated parties.

In the ordinary course of business, the Company has granted loans to principal officers and directors and their affiliates. Annual activity consisted of the following:

Total undisbursed loan commitments outstanding with related parties total approximately $6,292 and $5,364 at December 31, 2006 and 2005, respectively.

None of the loans are past due, nonaccrual or restructured to provide a reduction or deferral of interest or principal because of deterioration in the financial position of the borrower. There were no loans to a related party that were considered classified loans at December 31, 2006 and 2005.

Choice Bank has an operating lease agreement with a related party. Lease payments are approximately $11 per month. The lease ends in May 2007 and has a renewable option for an additional five years. As of December 31, 2006, the Company has not renewed the lease. Rental expense recorded under this lease was approximately $53 for the year ended December 31, 2006.

The Company engages in contracts with a related party as the general contractor for the construction of bank office buildings. The total payments under these contracts were approximately $1,030, $5,100, and $900, respectively for the years in 2006, 2005 and 2004. $130 of the contract from 2006 is included in construction in progress at December 31, 2006 with an estimated completion date in 2007. The contract amount is $907.

During the year ended December 31, 2004, the Company purchased land from related parties in two separate transactions totaling approximately $2,300.

Deposits for related parties held by the Banks at December 31, 2006 and 2005 amounted to $45,759 and $33,704, respectively.

The carrying amount and estimated fair value of the Company’s financial instruments at December 31 is as follows:

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Also, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

The estimated fair value of fee income on letters of credit at December 31, 2006 and 2005 is insignificant. Loan commitments on which committed fixed interest rates are less than the current market rate are also insignificant at December 31, 2006 and 2005.

The Company manages its core bank operations and prepares management reports with a primary focus on each banking subsidiary. The accounting policies of the segments are consistent with those described in Note 1. The Company derives a majority of its revenues from interest income and the chief operating decision maker relies primarily on net interest income to assess the performance of the segments and make decisions about resources to be allocated to the segment. The Company does not have operating segments other than those reported. Parent company information is included in the other category, and is deemed to represent an overhead function rather than an operating segment.

The Company does not have a single external customer from which it derives 10 percent or more of its revenues.

There are no significant transactions between operating segments other than transfers of loan participations at par value with no gain or loss.

The following is a summary of selected operating segment information as of and for the years ended December 31, 2006, 2005 and 2004:

On January 24, 2007, the shareholders of Silver State Bancorp approved an amendment to the Articles of Incorporation, increasing the authorized number of shares of common stock from 20,000,000 to 60,000,000 and creating a class of preferred stock in the amount of 10,000,000 that has a par value of $.001.

The Company granted 8,300 shares of restricted stock and 63,800 incentive stock options in January and February, 2007.

The Company’s Board of Directors unanimously reached a decision on December 13, 2006, to engage the Company in an initial public offering of the Company’s common stock. The public offering is expected to occur in the second quarter of 2007.

The Company entered into an employment agreement with its Chief Executive Officer on March 29, 2007. The agreement has a term of three years. The agreement provides for certain cash payments as a result of termination or change in control. The Company intends to enter into similar agreements with other key officers in the second quarter of 2007.

Until , 2007, 25 days after the date of this prospectus, all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions.

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the sale of the common stock being registered. All amounts are estimated except the SEC registration fee, the NASD filing fee and the Nasdaq Global Market listing fee.

Article VII of the Articles of Incorporation of Silver State Bancorp provides that no director or officer shall be personally liable to the company or any of its stockholders or creditors for damages for breach of fiduciary duty as a director or officer, except for (i) acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law or (ii) the payment of dividends in violation of Nevada law.

As permitted by Nevada law, Article IX, Sections 1 and 2 of the Articles of Incorporation of Silver State Bancorp provide that Silver State Bancorp shall indemnify to the fullest extent permitted by Nevada law, any person who is or was or has agreed to become a director or officer of Silver State Bancorp, who was or is made a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, by reason of such agreement or service or the fact that such person is, was or has agreed to serve as a director, officer, employee or agent of another corporation or organization at the request of Silver State Bancorp against costs, charges, expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person. This indemnification is conditioned upon the director or officer having acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of Silver State Bancorp and, with respect to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

Nevada law does not permit indemnification as to any claim, issue or matter as to which such person has been adjudged by a court of competent jurisdiction to be liable to the corporation, or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that in view of all of the circumstance of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Article IX, Section 3 of the Articles of Incorporation of Silver State Bancorp provides that Silver State Bancorp shall indemnify any present or former director or officer of Silver State Bancorp to the extent such person has been successful, on the merits or otherwise (including, without limitation, the dismissal of an action without prejudice), in defense of any action, suit or proceeding referred to in Sections 1 and 2 of Article IX, as described above, against all costs, charges and expenses actually and reasonably incurred by such person in connection therewith.

Article IX, Section 4 of the Articles of Incorporation of Silver State Bancorp provides that Silver State Bancorp shall indemnify any present or former director or officer of Silver State Bancorp that is made a witness to any action, suit or proceeding to which he or she is not a party by reason of such agreement or service or the fact that such person is, was or has agreed to serve as a director, officer, employee or agent of another corporation or organization at the request of Silver State Bancorp against all costs, charges and expenses actually and reasonably incurred by such person or on such persons behalf in connection therewith.

Article IX, Section 11 of the Articles of Incorporation of Silver State Bancorp also empowers Silver State Bancorp to purchase and maintain insurance to protect itself and its directors, officers, employees and agents and those who were or have agreed to become directors, officers, employees or agents, against any liability, regardless of whether or not Silver State Bancorp would have the power to indemnify those persons against such liability under the law or the provisions set forth in the Articles of Incorporation, provided that such insurance is available on acceptable terms as determined by a vote of the board of directors. Silver State Bancorp maintains Directors’ and Officers’ liability insurance consistent with such provisions of the Articles of Incorporation.

Article IX, Section 9 of the Articles of Incorporation of Silver State Bancorp also authorizes Silver State Bancorp to enter into individual indemnification contracts with directors, officers, employees and agents which may provide indemnification rights and procedures different from those set forth in the Articles of Incorporation.

We have entered into an indemnification agreement with each of the following officers and/or directors of Silver State Bancorp: Bryan S. Norby, Corey L. Johnson, Brian M. Collins, Brian W. Cruden, Alan Knudson, Craig A. McCall, Thomas T. Nicholson, Phillip C. Peckman and Michael J. Threet. These indemnification agreements, among other things, provide that we will indemnify such director and/or officer with respect to his activities as a director, officer, employee or agent of Silver State Bancorp and/or as a person who is serving or has served at the request of Silver State Bancorp as a director, officer, agent or trustee of an entity affiliated with Silver State Bancorp against expenses incurred by him in connection with any legal proceeding to which he was, is or is threatened to be made a party by reason of facts which include such person having been such a director, officer, employee, agent or representative of the Company or an affiliated entity. In each case, the indemnification shall be to the extent of the highest and most advantageous to the indemnitee of one or any combination of the following:

The indemnification agreements also provide for advancement of expenses to a director and/or officer who executes an undertaking on our behalf to repay amounts paid by us if is it ultimately determined that he is not entitled to indemnification. In addition, the indemnification agreements provide that we will maintain liability insurance for so long as such director and/or officer is covered under his respective agreement, provided and to the extent that such insurance is available on a basis acceptable to us. Notwithstanding the foregoing, we will not be required to provide indemnification under the indemnification agreements with respect to:

Since January 1, 2004, we issued the following securities that were not registered under the Securities Act. All share amounts have been adjusted to give effect to the four-for-one split of our common stock effected on June 15, 2004, and the two-for-one stock split effected on July 15, 2005. No underwriters were involved in the sales of any of the securities described below.

Each of the sales described under “Issuances of Stock Options to Employees” above was made in reliance upon the exemption from the registration provisions of the Securities Act set forth in Rule 701 promulgated under the Securities Act as the transactions were effected under compensatory benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the foregoing securities were our employees and received the securities under our stock option plans and no consideration other than the continued employment or service by the employee was received by us in connection with any of these issuances of securities. Each of the recipients of securities in these transactions had adequate access, through employment, business or other relationships, to information about us.

All schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and therefore have been omitted.

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification by Silver State Bancorp for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Silver State Bancorp pursuant to the foregoing provisions, or otherwise, Silver State Bancorp has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Silver State Bancorp of expenses incurred or paid by a director, officer or controlling person of Silver State Bancorp in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Silver State Bancorp will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has duly caused this Amendment No. 5 to Registration Statement No. 333-142110 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Henderson, State of Nevada, on June 25, 2007.

Pursuant to the requirements of the Securities Act of 1933, as amended, and any rules and regulations promulgated thereunder, this Amendment No. 5 to Registration Statement No. 333-142110, has been signed by the following persons in the capacities and on the dates indicated.


Nevada		88-0456212
(state or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)



Title of each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee (2)
Common Stock $0.001 par value	3,824,905	$22.53	$90,000,000	$2,763


	Per Share	Total
Price to public	$	$
Underwriting discounts and commissions	$	$
Proceeds to us⁽¹⁾	$	$


	Bid Information
	High		Low
2005
First Quarter	$	19.00	$	15.00
Second Quarter		17.88		15.50
Third Quarter		22.00		16.93
Fourth Quarter		22.50		18.50

2006
First Quarter		23.00		19.50
Second Quarter		22.95		20.75
Third Quarter		26.00		24.94
Fourth Quarter		26.00		23.35

2007
First Quarter		26.20		23.00
Second Quarter (through June 20, 2007)		23.89		22.10


	At March 31, 2007
	Historical			As adjusted
	(Dollars in thousands)
Long term borrowings:
Junior subordinated debt	$	38,661		$	38,661
Other borrowings		50,000			50,000

Total long term borrowings	$	88,661		$	88,661

Stockholders’ equity:⁽¹⁾
Preferred stock, $.001 par value: 10,000,000 shares authorized, no shares issued or outstanding		$ —			$ —
Common stock, $.001 par value; 60,000,000 shares authorized; 14,261,447 shares issued; 13,724,114 shares outstanding, 16,924,114 outstanding on an adjusted basis		14			17
Additional paid-in capital		51,830			118,155
Retained earnings		62,733			62,733
Less cost of treasury stock, 537,333		(2,101	)		(2,101	)
Accumulated other comprehensive (loss)		(77	)		(77	)

Total stockholders’ equity		112,399			178,727

Total capitalization	$	201,060		$	267,388

Regulatory Capital Ratios:⁽²⁾
Leverage capital		10.3	%		15.5	%
Tier 1 capital		9.5	%		14.2	%
Total capital		10.4	%		15.1	%


SANDLER O’NEILL + PARTNERS, L.P.		HOWE BARNES HOEFER & ARNETT


		Page
Summary		1
Risk Factors		10
Forward-Looking Statements		21
Use of Proceeds		22
Dividend Policy		22
Trading History		23
Capitalization		24
Dilution		25
Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Business		49
Supervision and Regulation		67
Properties		80
Legal Proceedings		82
Management		83
Corporate Governance		97
Principal Stockholders		99
Security Ownership of Management		100
Shares Eligible for Future Sale		101
Underwriting		103
Description of Capital Stock of Silver State Bancorp		106
Legal Matters		110
Experts		110
Where You Can Find Additional Information		110
Index To Consolidated Financial Statements		F-1


Initial public offering price per share			$	22.74
Net tangible book value per share prior to the offering	$	6.74
Increase in net tangible book value per share attributed to new investors		2.65

Pro forma net tangible book value per share after the offering				9.39

Dilution per share to new investors			$	13.35


	Shares Purchased			Total Consideration				Average Price per Share
	Number	Percent		Amount		Percent		Average Price per Share
	(Dollars in thousands)
Existing stockholders	13,724,114	81	%	$	41,603	36	%	$	3.03
New investors	3,200,000	19			72,768	64			22.74

Total	16,924,114	100	%	$	114,371	100	%	$	6.76


	For the Three Months Ended March 31,
	2007							2006
	Average Balance			Interest		Average Yield/ Cost⁽⁵⁾		Average Balance			Interest		Average Yield/ Cost⁽⁵⁾
	(Dollars in thousands)
Interest-earning assets
Investment securities-taxable	$	61,027		$	693	4.61	%	$	74,090		$	608	3.33	%
Federal funds sold and other		16,480			212	5.22			24,619			269	4.43
Loans⁽¹⁾⁽²⁾		1,129,930			28,433	10.21			698,023			17,395	10.11
FHLB stock		4,106			59	5.83			2,736			32	4.74

Total earning assets		1,211,543			29,397	9.84	%		799,468			18,304	9.29	%
Non-interest earning assets
Cash and due from banks		18,564							17,337
Allowance for loan losses		(11,539	)						(8,523	)
Other assets		65,867							31,632

Total assets	$	1,284,435						$	839,914

Interest-bearing liabilities
Interest checking	$	20,896		$	57	1.11	%	$	19,364		$	38	0.80	%
Savings and money market		466,931			5,376	4.67			322,889			3,034	3.81
Time deposits		402,386			5,334	5.38			176,860			1,866	4.28

Total interest-bearing deposits		890,213			10,767	4.91			519,113			4,938	3.86

Short-term borrowings		24,710			319	5.24			18,665			194	4.22
Long-term debt		50,111			571	4.62			41,100			418	4.12
Junior subordinated debt		38,661			666	6.99			18,042			343	7.71

Total interest-bearing liabilities		1,003,695			12,323	4.98	%		596,920			5,893	4.00	%
Non-interest bearing liabilities
Non-interest bearing demand deposits		163,634							171,879
Other liabilities		7,201							3,228
Stockholders’ equity		109,905							67,887

Total liabilities and stockholders' equity	$	1,284,435						$	839,914

Net interest rate spread⁽³⁾						4.86	%						5.29	%
Net interest income/net interest margin⁽⁴⁾				$	17,074	5.72	%				$	12,411	6.30	%

Total interest-earning assets to interest-bearing liabilities		120.71	%						133.93	%


	For the Years Ended December 31,
	2006							2005							2004
	Average Balance			Interest		Average Yield/ Cost		Average Balance			Interest		Average Yield/ Cost		Average Balance			Interest		Average Yield/ Cost
	(Dollars in thousands)
Interest-earnings assets
Investment securities-taxable	$	76,505		$	3,034	3.97	%	$	86,342		$	2,614	3.03	%	$	74,088		$	1,676	2.26	%
Federal funds sold and other		26,993			1,349	5.00			29,123			926	3.18			25,002			296	1.18
Loans⁽¹⁾⁽²⁾		821,733			85,378	10.39			590,799			53,434	9.04			436,961			31,804	7.28
FHLB stock		3,019			145	4.80			2,645			112	4.23			2,481			97	3.91

Total earning assets		928,250			89,906	9.69	%		708,909			57,086	8.05	%		538,532			33,873	6.29	%
Non-interest earning assets
Cash and due from banks		17,056							19,023							17,073
Allowance for loan losses		(9,569	)						(7,039	)						(5,296	)
Other assets		44,550							26,165							21,641

Total assets	$	980,287						$	747,058						$	571,950

Interest-Bearing liabilities
Interest checking	$	18,658		$	173	0.93	%	$	17,998		$	132	0.73	%	$	14,790		$	39	0.26	%
Savings and money market		350,549			15,197	4.34			317,416			9,609	3.03			190,451			3,233	1.70
Time deposits		257,414			12,599	4.89			104,668			2,993	2.86			120,708			2,901	2.40

Total interest-bearing deposits		626,621			27,969	4.46			440,082			12,734	2.89			325,949			6,173	1.89

Short-term borrowings		19,392			898	4.63			18,886			600	3.18			16,104			324	2.01
Long-term debt		47,175			1,813	3.84			40,375			1,304	3.23			35,470			953	2.69
Junior subordinated debt		25,393			1,876	7.39			18,042			1,123	6.22			16,792			894	5.32

Total interest-bearing liabilities		718,581			32,556	4.53			517,385			15,761	3.05			394,315			8,344	2.12
Non interest-bearing liabilities
Non interest-bearing demand deposits		168,860							173,622							138,012
Other liabilities		4,830							3,341							2,644
Stockholders’ equity		88,016							52,710							36,979

Total liabilities and stockholders’ equity	$	980,287						$	747,058						$	571,950

Net interest rate spread⁽³⁾						5.16	%						5.00	%						4.17	%
Net interest income/net interest margin⁽⁴⁾				$	57,350	6.18	%				$	41,325	5.83	%				$	25,529	4.74	%

Total interest-earning assets to interest-bearing liabilities		129.18	%						137.02	%						136.57	%


	Three Months Ended March 31, 2007 v. 2006 Increase (Decrease) Due to Changes in⁽¹⁾									For the Years Ended December 31, 2006 v. 2005 Increase (Decrease) Due to Changes in⁽¹⁾							For the Years Ended December 31, 2005 v. 2004 Increase (Decrease) Due to Changes in⁽¹⁾
	Volume			Rate			Total			Volume			Rate		Total		Volume			Rate		Total
	(in thousands)
Interest on securities, taxable	$	(148	)	$	233		$	85		$	(390	)	$	810	$	420	$	371		$	567	$	938
Federal funds sold and other		(105	)		48			(57	)		(106	)		529		423		131			499		630
Loans		10,868			170			11,038			23,994			7,950		31,944		13,914			7,716		21,630
FHLB stock		20			7			27			18			15		33		7			8		15

Total interest income		10,635			458			11,093			23,516			9,304		32,820		14,423			8,790		23,213

Interest expense:
Interest checking		4			15			19			6			35		41		24			69		93
Savings and money market		1,658			684			2,342			1,436			4,152		5,588		3,844			2,532		6,376
Time deposits		2,990			478			3,468			7,476			2,130		9,606		(459	)		551		92
Short-term borrowings		78			47			125			23			275		298		88			188		276
Long-term debt		103			50			153			261			248		509		158			193		351
Junior subordinated debt		355			(32	)		323			543			210		753		78			151		229

Total interest expense		5,188			1,242			6,430			9,745			7,050		16,795		3,733			3,684		7,417

Net increase.	$	5,447		$	(784	)	$	4,663		$	13,771		$	2,254	$	16,025	$	10,690		$	5,106	$	15,796


	For the Three Months Ended March 31,
	2007		2006			Increase
	(In thousands)
Gain on sale of loans	$	1,831	$	1,177		$	654
Service charges		199		150			49
Investment securities gains, net		31		—			31
Loan servicing fees, net of amortization		189		39			150
Gain (loss) on disposal of other assets		—		(38	)		38
Other		424		44			380

Total non-interest income	$	2,674	$	1,372		$	1,302


	For the Three Months Ended March 31,
	2007		2006		Increase (Decrease)
	(In thousands)
Salaries and employee benefits	$	5,830	$	3,956	$	1,874
Occupancy		716		530		186
Depreciation & amortization		592		250		342
Professional fees		851		361		490
Advertising, public relations and business development		225		182		43
Loss on other real estate owned		182		—		182
Customer service expense		87		115		(28	)
Data processing		42		104		(62	)
Insurance		69		58		11
Directors expense		26		26		—
Dues and memberships		38		61		(23	)
Other		773		673		100

Total non-interest expense	$	9,431	$	6,316	$	3,115


	For the Years Ended December 31,									For the Years Ended December 31,
	2006			2005			Increase (Decrease)			2005			2004		Increase (Decrease)
	(In thousands)
Gain on sale of loans	$	4,168		$	3,344		$	824		$	3,344		$	2,667	$	677
Service charges		759			941			(182	)		941			1,078		(137	)
Investment securities gains (losses), net		(6	)		(6	)		—			(6	)		—		(6	)
Loan servicing fees, net of amortization		176			58			118			58			308		(250	)
Gain (loss) on disposal of other assets		(44	)		(40	)		(4	)		(40	)		22		(62	)
Other		864			482			382			482			467		15

Total non-interest income	$	5,917		$	4,779		$	1,138		$	4,779		$	4,542	$	237


Sensitivity of Net Interest Income

Interest Rate Scenario	Adjusted Net Interest Income		Percentage Change from Base
	(Dollars in thousands)
Up 300 basis points	$	76,442	7.6	%
Up 200 basis points		74,633	5.1
Up 100 basis points		72,829	2.6
BASE		71,014	—
Down 100 basis points		69,175	(2.6	)
Down 200 basis points		67,329	(5.2	)
Down 300 basis points		65,452	(7.8	)


	At March 31, 2007
Contractual Obligations	Total		Less Than 1 Year		1-3 Years		3-5 Years		After 5 Years
	(Dollars in thousands)
Long term borrowed funds	$	50,000	$	10,000	$	30,000	$	10,000	$	—
Junior subordinated deferrable interest debentures		38,661		—		—		—		38,661
Operating lease obligations		7,799		984		1,609		1,490		3,716
Purchase obligation for land		5,400		5,400		—		—		—

Total	$	101,860	$	16,384	$	31,609	$	11,490	$	42,377


	At March 31, 2007
Other Commitments	Total Amounts Committed		Amount of Commitment Expiration Per Period
	Total Amounts Committed		Less Than 1 Year		1-3 Years		3-5 Years		After 5 Years
	(In thousands)
Commitments to extend credit	$	479,368	$	297,848	$	138,941	$	25,251	$	17,328
Standby letters of credit		5,741		2,131		792		2,818		—

Total	$	485,109	$	299,979	$	139,733	$	28,069	$	17,328


	At December 31, 2006
			Payments Due By Period
Contractual Obligation	Total		Less Than 1 Year		1-3 Years		3-5 Years		After 5 Years
	(In thousands)
Long term borrowed funds	$	50,000	$	10,000	$	30,000	$	10,000	$	—
Junior subordinated deferrable interest debentures		38,661		—		—		—		38,661
Operating lease obligations		6,526		926		1,398		1,190		3,012

Total	$	95,187	$	10,926	$	31,398	$	11,190	$	41,673


	At December 31, 2006
	Total Amounts Committed		Amount of Commitment Expiration Per Period
Other Commitments	Total Amounts Committed		Less Than 1 Year		1-3 Years		3-5 Years		After 5 Years
	(In thousands)
Commitments to extend credit	$	381,758	$	247,621	$	88,262	$	9,024	$	36,851
Standby letters of credits		5,391		1,781		792		2,818		—

Total	$	387,149	$	249,402	$	89,054	$	11,842	$	36,851


	At March 31, 2007			At December 31,
	At March 31, 2007			2006			2005			2004			2003			2002
	(In thousands)
Construction and land	$	765,821		$	620,167		$	369,197		$	228,293		$	94,348		$	54,228
Commercial real estate		211,629			206,744			195,754			214,860			212,182			165,868
Commercial and industrial		115,881			109,134			68,904			62,176			55,082			49,095
Single family residential real estate		78,507			80,280			13,720			18,508			22,527			13,387
Consumer		5,336			5,789			3,504			2,928			3,296			3,488
Leases, net of unearned income		56			411			264			729			1,684			2,860
Net deferred loan fees		(8,752	)		(6,882	)		(5,164	)		(4,103	)		(2,398	)		(1,795	)

Gross loans, net of deferred fees		1,168,478			1,015,643			646,179			523,391			386,721			287,131
Less: Allowance for loan losses		(12,530	)		(11,200	)		(8,314	)		(6,051	)		(4,768	)		(3,546	)

	$	1,155,948		$	1,004,443		$	637,865		$	517,340		$	381,953		$	283,585


	At March 31, 2007									At December 31, 2006
	Due Within One Year		Due 1-5 Years		Due Over Five Years		Total			Due Within One Year		Due From 1-5 Years		Due in More than Five Years		Total
	(In thousands)
Construction and land	$	519,079	$	202,390	$	44,352	$	765,821		$	445,996	$	138,826	$	35,345	$	620,167
Commercial real estate		65,441		88,737		57,451		211,629			57,139		93,445		56,160		206,744
Commercial and industrial		67,533		21,306		27,042		115,881			60,193		22,684		26,257		109,134
Single family residential real estate		19,095		14,132		45,280		78,507			19,481		11,210		49,589		80,280
Consumer		3,214		1,767		355		5,336			3,547		1,751		491		5,789
Leases, net of unearned income		36		20		—		56			58		353		—		411
Net deferred loan fees		—		—		—		(8,752	)		—		—		—		(6,882	)

Gross loans, net of deferred fees		674,398		328,352		174,480		1,168,478			586,414		268,269		167,842		1,015,643
Less: Allowance for loan losses		—		—		—		(12,530	)		—		—		—		(11,200	)

	$	674,398	$	328,352	$	174,480	$	1,155,948		$	586,414	$	268,269	$	167,842	$	1,004,443

Interest rates:
Fixed	$	5,745	$	20,020	$	21,789	$	47,554		$	7,991	$	15,697	$	20,703	$	44,391
Variable		668,653		308,332		152,691		1,129,676			578,423		252,572		147,139		978,134
Net deferred loan fees		—		—		—		(8,752	)		—		—		—		(6,882	)

Gross loans, net of deferred fees	$	674,398	$	328,352	$	174,480	$	1,168,478		$	586,414	$	268,269	$	167,842	$	1,015,643


Type	At March 31, 2007		At December 31, 2006
	(In thousands)
One- to Four-Family	$	93,684	$	80,276
Multi-Family		28,402		12,820
Hotel		35,132		28,969
Multi-Use		6,664		3,565
Industrial		24,841		31,623
Office		66,100		60,137
Mini-Storage		4,764		4,562
Retail		110,207		86,926
Other		13,794		4,985

Total Construction	$	383,588	$	313,863


	At March 31, 2007						At December 31, 2006
	Percent of Total Risk Based Capital				Percent of Total Loans*		Percent of Total Risk Based Capital				Percent of Total Loans*
	Policy Limit		Actual*		Percent of Total Loans*		Policy Limit		Actual*		Percent of Total Loans*
Construction Loans	350	%	279	%	32	%	350	%	236	%	30	%
Land Loans	350		269		31		350		227		29
Commercial Real Estate Loans	300		175		20		300		167		21
Commercial Loans	150		85		10		150		86		11
Single Family Residential Real Estate Loans	100		55		6		100		59		8
Consumer Loans	25		4		1		25		4		1


	For the Three Months Ended March 31,						For the Years Ended December 31,
	2007			2006			2006			2005			2004			2003			2002
	(Dollars in thousands)
Allowance for loan losses:
Balance at beginning of period	$	11,200		$	8,314		$	8,314		$	6,051		$	4,768		$	3,546		$	2,308
Provisions charged to operating expenses		1,330			600			2,821			2,350			1,750			2,325			1,266
Acquisition⁽¹⁾		—			—			663			—			—			—			—
Recoveries of loans previously charged-off:
Construction and land		—			—			—			—			—			—			—
Commercial real estate		—			—			—			37			1			—			—
Commercial and industrial		1			33			52			40			118			50			346
Residential real estate		—			—			—			—			—			—			—
Consumer and other		—			—			14			14			9			4			39

Total recoveries		1			33		$	66		$	91		$	128		$	54		$	385

Loans charged-off:
Construction and land		—			—			—			—			—			—			—
Commercial real estate		—			—			19			—			178			500			126
Commercial and industrial		—			—			447			95			399			466			156
Residential real estate		—			—			44			—			—			139			—
Consumer and other		1			—			154			83			18			52			131

Total charged-off		1			—			664			178			595			1,157			413

Net charge-offs		—			(33	)		598			87			467			1,103			28

Balance at end of period	$	12,530		$	8,947		$	11,200		$	8,314		$	6,051		$	4,768		$	3,546

Net charge-offs to average loans outstanding		—	%		—	%		0.07	%		0.01	%		0.11	%		0.33	%		0.01	%
Allowance for loan losses to gross loans		1.07			1.29			1.10			1.29			1.16			1.23			1.23


	At March 31, 2007
	Amount		% of Loans in Each Category to Gross Loans*
	(Dollars in thousands)
Construction and land	$	8,868	65.0	%
Commercial real estate		2,469	18.0
Commercial and industrial		779	9.8
Single family residential real estate		335	6.7
Consumer and other		79	0.5

Total	$	12,530	100.0	%


	At March 31, 2007
	Due Under 1 Year Amount/Yield				Due 1-5 Years Amount/Yield				Due 5-10 Years Amount/Yield				Due Over 10 Years Amount/Yield				Total Amount/Yield
	(Dollars in thousands)
Available for Sale
US Treasury securities	$	2,991	4.95	%	$	6,521	4.97	%	$	—	—		$	—	—		$	9,512	4.96	%
U.S. Government-sponsored agencies		25,667	3.94			17,790	5.51			—	—			—	—			43,457	4.58
Mortgage-backed obligations		—	—			—	—			—	—			2,330	5.86	%		2,330	5.86
Other		2,040	4.38			—	—			164	4.28	%		178	4.84			2,382	4.41

Total available for sale	$	30,698	4.07	%	$	24,311	5.36	%	$	164	4.28	%	$	2,508	5.79	%	$	57,681	4.69	%


	At December 31, 2006
	Due Under 1 Year				Due 1-5 Years				Due 5-10 Years				Due Over 10 Years				Total
	Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield		Amount		Yield
	(Dollars in thousands)
Available for Sale
US Treasury securities	$	—	—		$	9,484	4.96	%	$	—	—		$	—	—		$	9,484	4.96	%
U.S. Government-sponsored Agencies		27,038	3.62	%		23,120	5.45			—	—			—	—			50,158	4.46
Mortgage-backed obligations		—	—			963	5.94			526	5.74	%		2,351	5.85	%		3,840	5.86
Other		1,994	4.36			—				—				—	—			1,994	4.36

Total available for sale	$	29,032	3.67	%	$	33,567	5.33	%	$	526	5.74	%	$	2,351	5.85	%	$	65,476	4.63	%


Maturity Period	At March 31, 2007		At December 31, 2006
	(In thousands)
Three months or less	$	71,257	$	49,226
Over three months through six months		61,127		70,100
Over six months through 12 months		140,399		95,563
Over 12 months		11,317		12,604

Total	$	284,100	$	227,493


	At or for the Three Months Ended March 31, 2007			At or For the Years Ended December 31,
	At or for the Three Months Ended March 31, 2007			2006			2005			2004
	(Dollars in thousands)
FHLB Advances:
Maximum month-end balance	$	20,000		$	8,000		$	10,000		$	25,000
Balance at end of period		20,000			8,000			5,000			20,000
Average balance		12,955			4,795			2,288			2,678
Customer Repurchase Accounts and other
Maximum month-end balance		6,633			21,640			22,072			21,977
Balance at end of period		1,915			13,602			22,072			21,977
Average balance		11,755			14,597			16,598			13,426

Total Short-Term Borrowed Funds at end of period	$	21,915		$	21,602		$	27,072		$	41,977

Weighted average interest rate at end of period		5.33	%		5.09	%		3.92	%		2.50	%
Weighted average interest rate during period		5.24	%		4.63	%		3.18	%		2.01	%


Name of Trust	Interest Rate	Maturity	First Optional Redemption Date	At March 31, 2007 Amount Outstanding
Silver State Capital Trust II	3-month LIBOR plus 3.25%	April 24, 2033	April 24, 2008		5,155,000
Silver State Capital Trust III	3-month LIBOR plus 2.75%	April 7, 2034	April 7, 2009		5,155,000
Silver State Capital Trust IV	3-month LIBOR plus 1.60%	September 30, 2036	September 30, 2011		20,619,000
Silver State Capital Trust V	3-month LIBOR plus 1.62%	March 1, 2037	March 1, 2012		7,732,000

Total Junior Subordinated Debt Outstanding				$	38,661,000


	At March 31, 2007				Adequately- Capitalized Requirements				Minimum For Well-Capitalized Requirements
	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in thousands)


Total Capital (to Risk Weighted Assets)
Silver State Bancorp	$	142,735	10.4	%	$	109,870	8.0	%	$	137,337	10.0	%
Silver State Bank		119,269	9.6			99,048	8.0			123,810	10.0
Choice Bank		12,971	9.7			10,718	8.0			13,397	10.0

Tier I Capital (to Risk Weighted Assets)
Silver State Bancorp	$	130,064	9.5	%	$	54,935	4.0	%	$	82,402	6.0	%
Silver State Bank		107,628	8.7			49,524	4.0			74,286	6.0
Choice Bank		11,941	8.9			5,359	4.0			8,038	6.0

Leverage Ratio (to Average Assets)
Silver State Bancorp	$	130,064	10.3	%	$	50,582	4.0	%	$	63,227	5.0	%
Silver State Bank		107,628	9.7			44,401	4.0			55,501	5.0
Choice Bank		11,941	7.9			6,083	4.0			7,604	5.0


Location		Owned or Leased
Silver State Bank Branches:

Pebble Market 400 N. Green Valley Pkwy. Henderson, NV 89074		Owned

Sunset 4200 E. Sunset Rd. Henderson, NV 89014		Land Lease Building Owned

Craig Road 1225 W. Craig Rd. North Las Vegas, NV 89032		Owned

Rainbow/Westcliff 170 S. Rainbow Blvd. Las Vegas, NV 89145		Owned

Rainbow/Dewey 5547 S. Rainbow Blvd. Las Vegas, NV 89118		Owned

The Lakes 8901 W. Sahara Ave. Las Vegas, NV 89117		Owned

Fort Apache 9415 W. Flamingo Rd. Las Vegas, NV 89147		Owned

Water Street 65 W. Lake Mead Pkwy. Henderson, NV 89015		Leased

Boulder City 1000 Nevada Hwy. Boulder City, NV 89005		Owned

Aliante 6895 Aliante Pkwy. North Las Vegas, NV 89084		Owned


Location		Owned or Leased

Choice Bank Branches:

Scottsdale 15190 North Hayden Rd. Scottsdale, AZ 85260		Leased

West Valley 13739 Camino Del Sol Sun City West, AZ 85375		Leased

Silver State Bank SBA Loan Production Offices:

Nevada 1325 Airmotive Way, Suite 175 Reno, NV 89502		Leased

Oregon 1800 NW 167th Place, Suite 110 Beaverton, OR 97006		Leased

California 6630 Sierra College Boulevard, Suite 400 Rocklin, CA 95677		Leased

Executive Offices:

170 S. Green Valley Pkwy Henderson, NV 89012		Leased

Silver State Bank Administrative Offices:

1081 Whitney Ranch Drive Henderson, NV 89014		Owned

2250 Corporate Circle Drive Henderson, NV 89074		Leased

Choice Bank Administrative Office:

14500 Northside Drive, Suite 312 Scottsdale, AZ 85260		Leased

Future Branches:

Centennial 7105 Durango Drive Las Vegas, NV 89149		Land Owned

Durango/Patrick 602 S. Durango Las Vegas, NV 89113		Land Owned

Las Vegas Blvd & Silverado Ranch Southwest corner of Las Vegas and Silverado Ranch Las Vegas, NV 89183		Land Owned

Novat/Cliff Shadows 3355 Novat Street Las Vegas, NV 89129		Land Owned


Location		Owned or Leased

Baseline Northwest corner of W. Baseline Rd and S. Vineyard Maricopa County, AZ		Land Owned

Seven Hills 855 Seven Hills Drive, Suite 160 Henderson, NV 89052		Leased

Mountains Edge Blue Diamond and Buffalo Las Vegas, NV 89178		Leased

Pecos/McQueen 980 E. Pecos Rd, Suites 1 & 2 Chandler, AZ 85225		Leased