EX-3.1 5 ex31.htm EX-3.1 ex31
 
 
 
 
 
 
 
1
Exhibit 3.1
CERTIFICATE
 
OF DESIGNATIONS
OF
SERIES A NON-CUMULATIVE PERPETUAL PREFERRED STOCK
 
OF
CROSSFIRST BANKSHARES, INC.
CrossFirst Bankshares, Inc., a Kansas corporation, referred to
 
herein as the "corporation",
in accordance with the provisions of K.S.A. § 17-6401, does hereby certify:
The board of directors of
 
the corporation, referred to herein as
 
the "board of directors", in
accordance with
 
Article III
 
of the
 
Articles of
 
Incorporation of
 
the corporation
 
,
 
as amended,
 
and
applicable law,
 
adopted the
 
following resolution
 
on March
 
22, 2023
 
creating a
 
series of
 
15,000
shares of
 
preferred
 
stock
 
of
 
the
 
corporation designated
 
as
 
"Series
 
A
 
Non-Cumulative
 
Perpetual
Preferred Stock":
RESOLVED
, that pursuant to the authority conferred on the board of directors by
the
 
corporation's
 
Articles
 
of
 
Incorporation,
 
as
 
amended,
 
the
 
Series
 
A
 
Non-Cumulative
Perpetual Preferred Stock,
 
as a series of
 
preferred stock, par
 
value $0.01 per
 
share, of the
corporation, be and it hereby
 
is created; and that the designations,
 
powers, preferences and
rights of
 
the Series
 
A Non-Cumulative
 
Perpetual Preferred
 
Stock, and
 
the qualifications,
limitations or restrictions thereof are as follows:
1.
 
Designation and
 
Number of Shares.
 
There is hereby
 
created out
 
of the
 
authorized
and unissued
 
shares of
 
preferred stock
 
of the
 
corporation authorized
 
by Article
 
III(a) a
 
series of
preferred
 
stock
 
designated
 
as
 
the
 
"Series
 
A
 
Non-Cumulative
 
Perpetual
 
Preferred
 
Stock"
 
(the
"Series A
 
Preferred Stock").
 
The par
 
value of
 
the Series A
 
Preferred Stock
 
shall be
 
$0.01 per
 
share.
 
The authorized
 
number of
 
shares of
 
Series A
 
Preferred Stock
 
shall be
 
15,000. The
 
number of
 
shares
constituting the Series A Preferred Stock may be increased from time to
 
time by resolution of the
board of directors or a duly authorized committee of the board of directors in accordance with the
Articles of Incorporation, the Bylaws, and applicable law
 
up to the maximum number of shares
 
of
preferred stock
 
authorized
 
to be
 
issued under
 
the Articles
 
of
 
Incorporation less
 
all shares
 
at the
time authorized
 
of any
 
other series
 
of preferred
 
stock or
 
decreased from
 
time to
 
time by
 
a resolution
of the
 
board of
 
directors or
 
a duly
 
authorized committee
 
of the
 
board of
 
directors in
 
accordance
with the
 
Articles of
 
Incorporation, the
 
Bylaws, and
 
applicable law
 
but not
 
below the
 
number of
shares of Series
 
A Preferred
 
Stock then outstanding.
 
Shares of Series
 
A Preferred
 
Stock shall
 
be
dated the date
 
of issue, which
 
date shall be
 
referred to herein
 
as the “original
 
issue date.” Shares
of outstanding
 
Series A
 
Preferred Stock
 
that are
 
redeemed, purchased,
 
or otherwise
 
acquired by
the corporation
 
shall be
 
cancelled and
 
shall revert
 
to authorized
 
but unissued
 
shares of
 
the preferred
stock, undesignated as to series. The corporation
 
shall have the authority to issue fractional shares
of Series A Preferred Stock.
2.
 
Definitions.
 
As used herein with respect to the Series A Preferred Stock:
 
“Appropriate
 
Federal
 
Banking
 
Agency”
 
means
 
the
 
“appropriate
 
Federal
 
banking
agency” with respect
 
to the corporation
 
as defined
 
in Section 3(q)
 
of the
 
Federal Deposit
Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.
 
 
 
 
 
 
 
2
“Articles of Incorporation” means the Articles of Incorporation of the corporation,
as amended, and as it may be amended or restated from time to time.
“Business Day” means
 
any day,
 
other than a
 
Saturday or Sunday,
 
that is neither
 
a
legal holiday nor a day on which banking institutions are authorized or required
 
by law or
regulation to close in Kansas.
3.
 
Ranking. The shares of Series A Preferred Stock shall rank:
 
(a)
 
senior, as to dividends and upon
 
liquidation, dissolution, and winding-up
 
of
the corporation, to the common stock of the corporation and to any other class or series of
capital stock of the
 
corporation now or hereafter authorized,
 
issued, or outstanding that, by
its
 
terms,
 
does
 
not
 
expressly
 
provide
 
that
 
such
 
class
 
or
 
series
 
ranks
 
pari
 
passu
 
with
 
the
Series A Preferred
 
Stock or senior
 
to the Series
 
A Preferred Stock
 
as to dividends
 
and upon
liquidation,
 
dissolution,
 
and
 
winding-up
 
of
 
the
 
corporation,
 
as
 
the
 
case
 
may
 
be
(collectively, “Series A Junior Securities”);
 
(b)
 
on a parity, as to dividends and upon liquidation, dissolution, and winding-
up of
 
the corporation,
 
with any
 
class or
 
series of
 
capital stock
 
of the
 
corporation now
 
or
hereafter authorized, issued, or outstanding that, by its terms, expressly provides that such
class or series ranks pari passu with the Series A Preferred Stock
 
as to dividends and upon
liquidation,
 
dissolution,
 
and
 
winding-up
 
of
 
the
 
corporation,
 
as
 
the
 
case
 
may
 
be
(collectively, “Series A Parity Securities”); and
(c)
 
junior, as to dividends and upon liquidation,
 
dissolution, and winding-up of
the
 
corporation,
 
to
 
any
 
other
 
class
 
or
 
series
 
of
 
capital
 
stock
 
of
 
the
 
corporation
 
now
 
or
hereafter authorized, issued, or outstanding that, by its terms, expressly provides that such
class
 
or
 
series
 
ranks
 
senior
 
to
 
the
 
Series
 
A
 
Preferred
 
Stock
 
as
 
to
 
dividends
 
and
 
upon
liquidation, dissolution, and winding-up of the corporation, as the case may be.
The corporation may
 
authorize and issue
 
additional shares of
 
Series A Preferred
 
Stock, Series A
Junior Securities
 
and Series
 
A Parity
 
Securities from
 
time to
 
time without
 
the consent
 
of the
 
holders
of the Series A Preferred Stock.
4.
 
Dividends.
 
(a)
 
Holders of Series A Preferred
 
Stock will be entitled
 
to receive, only when,
as, and if declared by
 
the board of directors or a
 
duly authorized committee of the board
 
of
directors,
 
on
 
each
 
Dividend
 
Payment
 
Date
 
(as
 
defined
 
below),
 
out
 
of
 
assets
 
legally
available for
 
the payment
 
of dividends
 
thereof, non-cumulative
 
cash dividends
 
based on
the liquidation preference
 
of the Series
 
A Preferred Stock
 
of $1,000 per
 
share. Dividends
on each share of Series A Preferred Stock shall accrue at a rate
 
equal to 8.00% per annum
on the
 
liquidation preference
 
of $1,000
 
per share
 
for each
 
Dividend Period.
 
In the
 
event
the corporation
 
issues additional
 
shares of
 
the Series
 
A Preferred
 
Stock after
 
the original
issue date, dividends
 
on such shares
 
may accrue from
 
the original issue
 
or any other
 
date
specified by the board
 
of directors or a
 
duly authorized committee of the
 
board of directors
at the time such additional shares are issued.
 
3
(b)
 
If declared by the
 
board of directors or
 
a duly authorized committee
 
of the
board of directors, dividends
 
will be payable on
 
the Series A Preferred
 
Stock quarterly in
arrears on March 15, June 15, September 15, and December
 
15 of each year, beginning on
June
 
15,
 
2023
 
(each
 
such
 
day
 
a
 
“Dividend
 
Payment
 
Date”)
 
based
 
on
 
a
 
liquidation
preference of $1,000 per share.
 
In the event that
 
any Dividend Payment Date falls
 
on a day
that is not a Business
 
Day, the dividend payment due on that date
 
shall be postponed to the
next day that is a Business Day and no additional dividends shall accrue as
 
a result of that
postponement.
 
(c)
 
Dividends will be payable to holders of
 
record of Series A Preferred Stock
as they appear
 
on the corporation’s stock
 
register on the
 
applicable record date,
 
which shall
be the
 
15
th
 
calendar day before
 
the applicable Dividend
 
Payment Date, or
 
such other record
date, not less
 
than 15 calendar days
 
nor more than
 
30 calendar days before
 
the applicable
Dividend Payment
 
Date, as
 
such record date
 
shall be
 
fixed by
 
the board
 
of directors
 
or a
duly authorized committee of the board of directors.
(d)
 
A “Dividend Period” is the period from and including a Dividend Payment
Date
 
to,
 
but
 
excluding,
 
the
 
next
 
succeeding
 
Dividend
 
Payment
 
Date
 
or
 
any
 
earlier
redemption date, except that the
 
initial Dividend Period will commence on and
 
include the
original
 
issue
 
date
 
of
 
Series
 
A
 
Preferred
 
Stock
 
(or
 
other
 
date
 
specified
 
by
 
the
 
board
 
of
directors
 
or
 
a
 
duly
 
authorized
 
committee
 
of
 
the
 
board
 
of
 
directors
 
as
 
provided
 
in
 
sub-
section (a))
 
and continue
 
to, but
 
excluding, the
 
next Dividend
 
Payment Date.
 
Dividends
payable
 
on
 
Series
 
A
 
Preferred
 
Stock
 
will
 
be
 
computed
 
on
 
the
 
basis
 
of
 
a
 
360-day
 
year
consisting of twelve 30-day months. Dollar amounts resulting from the calculation will be
rounded to
 
the nearest
 
cent, with
 
one-half cent
 
being rounded
 
upward. Dividends
 
on the
Series A Preferred Stock
 
will cease to accrue
 
on the redemption date,
 
if any,
 
with respect
to the Series
 
A Preferred Stock
 
redeemed, unless the
 
corporation defaults in
 
the payment
of the redemption price of the Series A Preferred Stock called for redemption.
(e)
 
Dividends
 
on
 
the
 
Series
 
A
 
Preferred
 
Stock
 
will
 
not
 
be
 
cumulative.
 
If
 
the
board of directors
 
or a duly
 
authorized committee of
 
the board of
 
directors does not
 
declare
a dividend, in
 
full or otherwise,
 
on the
 
Series A
 
Preferred Stock in
 
respect of
 
a Dividend
Period, then
 
such unpaid
 
dividends shall
 
cease to
 
accrue and
 
shall not
 
be payable
 
on the
applicable
 
Dividend
 
Payment
 
Date
 
or
 
be
 
cumulative,
 
and
 
the
 
corporation
 
will
 
have
 
no
obligation
 
to
 
pay
 
(and the
 
holders
 
of
 
the
 
Series
 
A
 
Preferred Stock
 
will
 
have
 
no
 
right
 
to
receive) dividends accrued for such Dividend Period after the Dividend
 
Payment Date for
such Dividend
 
Period, whether or
 
not the board
 
of directors or
 
a duly authorized
 
committee
of the board of
 
directors declares a dividend
 
for any future Dividend
 
Period with respect to
the
 
Series
 
A
 
Preferred
 
Stock,
 
the
 
common
 
stock,
 
or
 
any
 
other
 
class
 
or
 
series
 
of
 
the
corporation’s
 
preferred
 
stock.
 
No
 
interest,
 
or
 
sum
 
of
 
money
 
in
 
lieu
 
of
 
interest,
 
shall
 
be
payable in respect of any dividend not declared.
(f)
 
Notwithstanding
 
any
 
other
 
provision
 
hereof,
 
dividends
 
on
 
the
 
Series
 
A
Preferred Stock shall not be declared, paid,
 
or set aside for payment to
 
the extent such act
would cause the
 
corporation to fail
 
to comply with
 
the laws and
 
regulations applicable to
it,
 
including applicable
 
capital
 
adequacy rules
 
of
 
the Board
 
of
 
Governors
 
of the
 
Federal
 
4
Reserve System (the
 
“Federal Reserve”) or, as and if
 
applicable, the capital adequacy
 
rules
or regulations of any Appropriate Federal Banking Agency.
(g)
 
So long as any share of Series A Preferred Stock remains outstanding:
(i)
 
no
 
dividend
 
or
 
distribution shall
 
be
 
declared, paid
 
or
 
set
 
aside
 
for
payment, and no distribution
 
shall be declared or
 
made or set aside
 
for payment, on
any Series
 
A Junior
 
Securities, other
 
than (A)
 
a dividend
 
payable solely
 
in Series
A Junior Securities or (B)
 
any dividend in connection with
 
the implementation of a
stockholders’ rights
 
plan, or
 
the issuance
 
of rights,
 
stock, or
 
other property
 
under
any such plan, or the redemption or repurchase of any rights under any such plan;
(ii)
 
no
 
shares
 
of
 
Series
 
A
 
Junior
 
Securities
 
shall
 
be
 
repurchased,
redeemed, or
 
otherwise acquired
 
for consideration
 
by the
 
corporation,
 
directly or
indirectly,
 
other
 
than
 
(A)
 
as
 
a
 
result
 
of
 
a
 
reclassification
 
of
 
Series
 
A
 
Junior
Securities
 
for
 
or
 
into
 
other
 
Series
 
A
 
Junior
 
Securities,
 
(B)
 
the
 
exchange
 
or
conversion of
 
one share
 
of Series
 
A Junior
 
Securities for
 
or into
 
another share
 
of
Series A
 
Junior Securities,
 
(C) through
 
the use
 
of
 
the proceeds
 
of a
 
substantially
contemporaneous sale of other shares of Series A Junior Securities, (D) purchases,
redemptions,
 
or
 
other
 
acquisitions
 
of
 
shares
 
of
 
Series
 
A
 
Junior
 
Securities
 
in
connection
 
with
 
any
 
employment
 
contract,
 
benefit
 
plan,
 
or
 
other
 
similar
arrangement with
 
or for
 
the benefit
 
of employees,
 
officers, directors,
 
or consultants,
(E) purchases
 
of
 
shares
 
of
 
Series
 
A
 
Junior
 
Securities
 
pursuant
 
to
 
a
 
contractually
binding
 
requirement
 
to
 
buy
 
Series
 
A
 
Junior
 
Securities
 
existing
 
prior
 
to
 
the
preceding
 
Dividend
 
Period,
 
including
 
under
 
a
 
contractually
 
binding
 
stock
repurchase
 
plan,
 
or
 
(F)
 
the
 
purchase
 
of
 
fractional
 
interests
 
in
 
shares
 
of
 
Series
 
A
Junior Securities pursuant
 
to the conversion
 
or exchange provisions
 
of such
 
stock
or the
 
security being
 
converted or
 
exchanged; nor
 
shall any
 
monies be
 
paid to
 
or
made available for a sinking
 
fund for the redemption
 
of any such securities
 
by the
corporation;
 
and
(iii)
 
no
 
shares
 
of
 
Series
 
A
 
Parity
 
Securities
 
shall
 
be
 
repurchased,
redeemed, or
 
otherwise acquired
 
for consideration
 
by the
 
corporation, directly
 
or
indirectly,
 
other than
 
(A) pursuant
 
to pro
 
rata offers
 
to purchase
 
all, or
 
a pro
 
rata
portion, of the Series A Preferred
 
Stock and such Series A Parity Securities, if
 
any,
(B) as
 
a result
 
of a
 
reclassification of
 
Series A
 
Parity Securities
 
for or
 
into
 
other
Series A Parity Securities, (C) the exchange
 
or conversion of one share of Series
 
A
Parity Securities for or into another share of
 
Series A Parity Securities or Series A
Junior
 
Securities,
 
(D)
 
through
 
the
 
use
 
of
 
the
 
proceeds
 
of
 
a
 
substantially
contemporaneous sale of
 
other shares of
 
Series A
 
Parity Securities, (E)
 
purchases
of
 
shares
 
of
 
Series
 
A
 
Parity
 
Securities
 
pursuant
 
to
 
a
 
contractually
 
binding
requirement
 
to
 
buy
 
Series
 
A
 
Parity
 
Securities
 
existing
 
prior
 
to
 
the
 
preceding
Dividend Period, including under a contractually binding stock repurchase
 
plan, or
(F)
 
the
 
purchase
 
of
 
fractional
 
interests
 
in
 
shares
 
of
 
Series
 
A
 
Parity
 
Securities
pursuant
 
to
 
the
 
conversion
 
or
 
exchange
 
provisions
 
of
 
such
 
stock
 
or
 
the
 
security
being converted
 
or exchanged;
 
nor shall
 
any monies
 
be paid
 
to or
 
made available
for a sinking fund for the redemption of any such securities by the corporation;
 
 
5
unless, in
 
each case,
 
the full
 
dividends for
 
the most
 
recently completed
 
Dividend
Period
 
on
 
all
 
outstanding
 
shares of
 
Series
 
A
 
Preferred
 
Stock
 
have been
 
declared
and paid
 
or declared
 
and a
 
sum sufficient
 
for the
 
payment thereof
 
has been
 
set aside.
(h)
 
Notwithstanding the foregoing, if dividends are not
 
paid in full, or set aside
for payment in
 
full, on any
 
dividend payment date,
 
upon the shares
 
of Series A
 
Preferred
Stock and
 
any Series
 
A Parity
 
Securities, all
 
dividends declared
 
upon shares
 
of Series
 
A
Preferred Stock and any
 
Series A Parity Securities
 
for such dividend payment
 
date shall be
declared
 
on
 
a
 
pro
 
rata
 
basis
 
in
 
proportion
 
to
 
the
 
respective
 
amounts
 
of
 
undeclared
 
and
unpaid dividends
 
for the Series
 
A Preferred
 
Stock and
 
all Series
 
A Parity
 
Securities on
 
such
dividend payment date. To the extent a dividend period
 
with respect to any Series
 
A Parity
Securities coincides with more than one Dividend Period, for purposes of the immediately
preceding sentence the
 
board of
 
directors shall treat
 
such dividend period
 
as two or
 
more
consecutive
 
dividend
 
periods,
 
none
 
of
 
which
 
coincides
 
with
 
more
 
than
 
one
 
Dividend
Period, or shall treat such dividend period(s) with respect
 
to any Series A Parity Securities
and Dividend
 
Period(s) for
 
purposes of
 
the immediately
 
preceding sentence
 
in any
 
other
manner
 
that
 
it
 
deems
 
to
 
be
 
fair
 
and
 
equitable
 
in
 
order
 
to
 
achieve
 
ratable
 
payments
 
of
dividends on
 
such Series
 
A Parity
 
Securities and
 
the Series
 
A Preferred
 
Stock. To the extent
a Dividend Period
 
coincides with more
 
than one dividend period
 
with respect to any
 
Series
A
 
Parity
 
Securities,
 
for
 
purposes
 
of
 
the
 
first
 
sentence
 
of
 
this
 
paragraph
 
the
 
board
 
of
directors shall
 
treat such
 
Dividend Period
 
as two
 
or more
 
consecutive Dividend
 
Periods,
none of which coincides with more than one
 
dividend period with respect to such Series A
Parity Securities, or
 
shall treat such
 
Dividend Period(s) and
 
dividend period(s) with
 
respect
to any Series A Parity Securities for purposes of the first sentence of this paragraph in any
other manner that it deems to be fair and equitable in order to achieve ratable payments of
dividends
 
on
 
the
 
Series
 
A
 
Preferred
 
Stock
 
and
 
such
 
Series
 
A
 
Parity
 
Securities.
 
For
 
the
purposes of this
 
paragraph, the term
 
“dividend period” as
 
used with respect
 
to any Series
A Parity
 
Securities means
 
such dividend
 
periods as are
 
provided for
 
in the
 
terms of
 
such
Series A Parity Securities.
(i)
 
Subject to the
 
foregoing, dividends
 
(payable in cash,
 
stock, or otherwise),
 
as may
be determined by the board
 
of directors or a duly
 
authorized committee of the board
 
of directors,
may
 
be
 
declared
 
and
 
paid
 
on
 
the
 
common
 
stock
 
and
 
any
 
other
 
class
 
or
 
series
 
of
 
capital
 
stock
ranking
 
equally
 
with
 
or
 
junior
 
to
 
Series
 
A
 
Preferred Stock
 
from
 
time
 
to
 
time
 
out
 
of
 
any
 
assets
legally available
 
for such payment,
 
and the
 
holders of
 
Series A
 
Preferred Stock
 
shall not
 
be entitled
to participate in any such dividend.
5.
 
Liquidation
 
(a)
 
Upon any
 
voluntary
 
or
 
involuntary liquidation,
 
dissolution,
 
or winding-up
 
of the
corporation,
 
holders
 
of
 
Series
 
A
 
Preferred
 
Stock
 
are
 
entitled
 
to
 
receive
 
out
 
of
 
the
 
assets
 
of
 
the
corporation available
 
for distribution
 
to stockholders,
 
after satisfaction
 
of liabilities
 
and obligations
to creditors, if any,
 
and subject to the
 
rights of holders of
 
any securities then outstanding
 
ranking
senior to or on parity
 
with Series A Preferred Stock
 
with respect to distributions
 
of assets, before
any
 
distribution
 
or
 
payment
 
out
 
of
 
the
 
assets
 
of
 
the
 
corporation
 
is
 
made
 
to
 
holders
 
of
 
common
stock or any Series A
 
Junior Securities, a liquidating distribution in
 
the amount of the liquidation
preference of $1,000 per share plus any
 
declared and unpaid dividends prior to the payment of
 
the
 
 
6
liquidating distribution, without
 
accumulation of any dividends
 
that have not
 
been declared prior
to the payment
 
of the liquidating distribution.
 
After payment of
 
the full amount of
 
such liquidating
distribution, the
 
holders of
 
Series A
 
Preferred Stock
 
shall not
 
be entitled
 
to any
 
further participation
in any distribution of assets of the corporation.
(b)
 
In any
 
such liquidating
 
distribution, if
 
the assets
 
of the
 
corporation are
 
not sufficient
to pay
 
the liquidation
 
preferences (as
 
defined below)
 
in full
 
to all
 
holders of
 
Series A
 
Preferred
Stock and all
 
holders of any
 
Series A Parity
 
Securities, the amounts
 
paid to the
 
holders of Series
A
 
Preferred
 
Stock
 
and
 
to
 
the
 
holders
 
of
 
all
 
Series
 
A
 
Parity
 
Securities
 
will
 
be
 
paid
 
pro
 
rata
 
in
accordance
 
with
 
the
 
respective
 
aggregate
 
liquidation
 
preferences
 
of
 
those
 
holders.
 
In
 
any
 
such
distribution, the “liquidation
 
preference” of any holder
 
of Series A
 
Preferred Stock or
 
any Series
A
 
Parity
 
Securities
 
means
 
the
 
amount
 
otherwise
 
payable
 
to
 
such
 
holder
 
in
 
such
 
distribution
(assuming no limitation on the corporation’s
 
assets available for such distribution), including any
declared
 
but
 
unpaid
 
dividends
 
(and,
 
in
 
the
 
case
 
of
 
any
 
holder
 
of
 
stock
 
other
 
than
 
the
 
Series
 
A
Preferred Stock on which dividends accrue on a cumulative basis,
 
an amount equal to any unpaid,
accrued,
 
cumulative
 
dividends,
 
whether
 
or
 
not
 
declared,
 
as
 
applicable).
 
If
 
the
 
liquidation
preference has been paid in full to all holders of Series A Preferred Stock and any Series A Parity
Securities, the
 
holders of
 
the corporation’s
 
Series A
 
Junior Securities
 
shall be
 
entitled to
 
receive
all remaining assets of the corporation according to their respective rights and preferences.
(c)
 
For purposes of this
 
Section 5, neither
 
the sale, conveyance,
 
exchange, or transfer
of all or
 
substantially all of
 
the assets or
 
business of the
 
corporation for cash,
 
securities, or other
property,
 
nor
 
the
 
merger
 
or
 
consolidation
 
of
 
the
 
corporation
 
with
 
any
 
other
 
entity,
 
including
 
a
merger or consolidation in which the holders of
 
Series A Preferred Stock receive cash, securities,
or
 
property
 
for
 
their
 
shares,
 
shall
 
constitute
 
a
 
liquidation,
 
dissolution,
 
or
 
winding-up
 
of
 
the
corporation.
6.
 
Redemption.
 
(a)
 
Series A Preferred Stock
 
is not subject to any
 
mandatory redemption, sinking fund,
or other
 
similar provision.
 
Series A
 
Preferred Stock
 
is not
 
redeemable prior
 
to March
 
29, 2028.
Shares
 
of
 
Series
 
A
 
Preferred
 
Stock
 
then
 
outstanding
 
will
 
be
 
redeemable
 
at
 
the
 
option
 
of
 
the
corporation,
 
in
 
whole
 
or
 
in
 
part,
 
from
 
time
 
to
 
time,
 
on
 
March
 
29,
 
2028,
 
or
 
on
 
any
 
Dividend
Payment Date
 
on or
 
after March
 
29, 2028,
 
at a
 
redemption price
 
equal to
 
$1,000 per
 
share, plus
any
 
declared
 
and
 
unpaid
 
dividends,
 
without
 
accumulation
 
of
 
any
 
undeclared
 
dividends,
 
to,
 
but
excluding, the
 
date of
 
redemption. Holders
 
of Series
 
A Preferred
 
Stock will
 
have no
 
right to
 
require
the redemption or repurchase of
 
Series A Preferred Stock.
 
Notwithstanding the foregoing, within
90 days following the
 
occurrence of a Regulatory
 
Capital Treatment Event (as defined below),
 
the
corporation,
 
at its
 
option, may redeem,
 
at any time,
 
all (but not
 
less than all)
 
of the shares
 
of the
Series A Preferred Stock at the time outstanding, at
 
a redemption price equal to $1,000 per share,
plus any declared and unpaid dividends, without accumulation of any undeclared dividends, upon
notice given as provided in sub-section (b) below.
 
Any declared but unpaid dividends payable on
a redemption date
 
that occurs subsequent to
 
the record date for
 
a Dividend Period
 
shall not be paid
to the
 
holder entitled
 
to receive
 
the redemption
 
price on
 
the redemption
 
date, but
 
rather shall
 
be
paid to
 
the holder
 
of record
 
of the
 
redeemed shares
 
on such
 
record date
 
relating to
 
the Dividend
Payment
 
Date
 
as
 
provided
 
in
 
Section
 
4(c)
 
above.
 
In
 
all
 
cases,
 
the
 
corporation
 
may
 
not
 
redeem
shares of the
 
Series A
 
Preferred Stock
 
without having
 
received the prior
 
approval of the
 
Federal
 
 
7
Reserve or any
 
successor Appropriate Federal
 
Banking Agency if
 
then required under
 
capital rules
applicable to the corporation.
A “Regulatory Capital Treatment Event” means the good faith determination by the board
of
 
directors or
 
a
 
duly
 
authorized committee
 
of
 
the
 
board of
 
directors that,
 
as
 
a
 
result
 
of
 
(i)
 
any
amendment to,
 
or change
 
in, the
 
laws, rules,
 
or regulations
 
of the
 
United States
 
or any
 
political
subdivision
 
of
 
or
 
in
 
the
 
United
 
States
 
(including,
 
for
 
the
 
avoidance
 
of
 
doubt,
 
any
 
agency
 
or
instrumentality
 
of
 
the
 
United
 
States,
 
including
 
the
 
Federal
 
Reserve
 
and
 
other
 
federal
 
banking
agencies) that is
 
enacted or becomes
 
effective after the
 
initial issuance of
 
any share of
 
the Series
A Preferred Stock; (ii) any proposed change in those laws,
 
rules, or regulations that is announced
after
 
the
 
initial
 
issuance
 
of
 
any
 
share
 
of
 
the
 
Series
 
A
 
Preferred
 
Stock;
 
or
 
(iii)
 
any
 
official
administrative
 
decision
 
or
 
judicial
 
decision
 
or
 
administrative
 
action
 
or
 
other
 
official
pronouncement interpreting
 
or applying
 
those laws,
 
rules, or
 
regulations or
 
policies with
 
respect
thereto that
 
is announced
 
after the
 
initial issuance
 
of any
 
share of
 
the Series
 
A Preferred
 
Stock,
there is
 
more
 
than
 
an
 
insubstantial
 
risk
 
that
 
the
 
corporation will
 
not
 
be
 
entitled
 
to
 
treat
 
the
 
full
liquidation value of
 
$1,000 per share of
 
the Series A
 
Preferred Stock then
 
outstanding as “Tier
 
1
Capital” (or its
 
equivalent) for purposes of
 
the capital adequacy
 
rules of the
 
Federal Reserve (or,
as and
 
if applicable, the
 
capital adequacy rules
 
or regulations of
 
any successor Appropriate
 
Federal
Banking Agency),
 
as then
 
in effect
 
and applicable,
 
for as
 
long as
 
any share
 
of the
 
Series A
 
Preferred
Stock is outstanding.
(b)
 
If shares of Series A Preferred Stock
 
are to be redeemed, the notice
 
of redemption
shall be
 
given to
 
the holders
 
of record
 
of Series
 
A Preferred
 
Stock to
 
be redeemed
 
by first
 
class
mail, postage
 
prepaid, addressed
 
to the
 
holders of
 
record of
 
such shares
 
to be
 
redeemed at
 
their
respective last
 
addresses appearing
 
on the
 
corporation’s
 
stock register
 
not less
 
than 30
 
days nor
more than 60
 
days prior to
 
the date fixed
 
for redemption thereof.
 
Each notice of
 
redemption will
include
 
a
 
statement
 
setting
 
forth
 
(i)
 
the
 
redemption
 
date;
 
(ii)
 
the
 
number
 
of
 
shares
 
of
 
Series
 
A
Preferred
 
Stock
 
to
 
be
 
redeemed
 
and,
 
if
 
less
 
than
 
all
 
the
 
shares
 
held
 
by
 
such
 
holder
 
are
 
to
 
be
redeemed, the number of such shares to be redeemed from such holder;
 
(iii) the redemption price;
and (iv) that dividends on
 
the shares to be redeemed
 
will cease to accrue
 
on the redemption date.
If notice of
 
redemption of any
 
shares of Series
 
A Preferred Stock
 
has been
 
duly given and
 
if the
funds necessary for such
 
redemption have been set
 
aside by the corporation
 
for the benefit of the
holders of any shares of
 
Series A Preferred Stock so
 
called for redemption, then, on
 
and after the
redemption date, dividends will
 
cease to accrue on
 
such shares of Series
 
A Preferred Stock; such
shares of
 
Series
 
A Preferred
 
Stock shall
 
no longer
 
be deemed
 
outstanding;
 
and all
 
rights of
 
the
holders of such shares will terminate, except
 
the right to receive the redemption price
 
described in
sub-section (a) above, without interest.
(c)
 
In case of any redemption of only part of
 
the shares of Series A Preferred Stock
 
at
the time outstanding, the shares to be redeemed shall be selected pro rata.
7.
 
Voting
 
Rights.
 
(a)
 
Except
 
as
 
provided
 
below
 
and
 
as
 
determined by
 
the
 
board of
 
directors
 
or
 
a
 
duly
authorized
 
committee
 
of
 
the
 
board
 
of
 
directors
 
or
 
as
 
expressly
 
required
 
by
 
law,
 
the
 
holders
 
of
shares of Series A Preferred Stock shall have no voting power,
 
and no right to vote on any matter
at any time, either as
 
a separate series or
 
class or together with any
 
other series or class
 
of shares
 
8
of capital
 
stock, and
 
shall not
 
be entitled
 
to call
 
a meeting
 
of such
 
holders for
 
any purpose,
 
nor
shall they be entitled to participate in any meeting of the holders of the common stock.
(b)
 
So
 
long
 
as
 
any
 
shares
 
of
 
Series
 
A
 
Preferred
 
Stock
 
remain
 
outstanding,
 
the
affirmative
 
vote
 
or
 
consent
 
of
 
the
 
holders
 
of
 
at
 
least
 
two-thirds
 
of
 
all
 
of
 
the
 
shares of
 
Series
 
A
Preferred
 
Stock
 
at
 
the
 
time
 
outstanding,
 
voting
 
separately
 
as
 
a
 
class,
 
shall
 
be
 
required
 
to:
 
(i)
authorize, create,
 
or issue,
 
or increase
 
the authorized
 
amount of,
 
shares of
 
any class
 
or series
 
of
capital stock ranking senior to
 
the Series A Preferred Stock
 
with respect to payment of
 
dividends
or the
 
distribution of
 
assets upon liquidation,
 
dissolution, or
 
winding up
 
of the
 
corporation, or
 
issue
any obligation
 
or security
 
convertible into
 
or exchangeable
 
for, or evidencing
 
the right
 
to purchase,
any such class
 
or series of
 
the corporation’s capital stock;
 
(ii) amend, alter,
 
or repeal the
 
provisions
of the Articles of Incorporation
 
(including this Certificate of Designations),
 
(including, unless no
vote on
 
such merger
 
or consolidation
 
is required by
 
Section 7(b)(iii)(B)
 
below,
 
any amendment,
alteration or
 
repeal by
 
means of
 
a merger,
 
consolidation, or
 
otherwise), so
 
as to
 
adversely affect
the
 
powers,
 
preferences,
 
privileges,
 
or
 
rights
 
of
 
Series
 
A
 
Preferred
 
Stock,
 
taken
 
as
 
a
 
whole;
provided, however,
 
that any
 
amendment to
 
authorize, create,
 
or issue,
 
or increase
 
the authorized
amount
 
of,
 
Series
 
A
 
Preferred
 
Stock,
 
any
 
Series
 
A
 
Junior
 
Securities
 
or
 
any
 
Series
 
A
 
Parity
Securities,
 
or
 
any
 
securities
 
convertible
 
into
 
or
 
exchangeable
 
for
 
Series
 
A
 
Junior
 
Securities
 
or
Series
 
A
 
Parity
 
Securities
 
will
 
not
 
be
 
deemed
 
to
 
adversely
 
affect
 
the
 
powers,
 
preferences,
privileges,
 
or
 
rights
 
of
 
Series
 
A
 
Preferred
 
Stock;
 
or
 
(iii)
 
complete
 
a
 
binding
 
share
 
exchange
 
or
reclassification
 
involving
 
the
 
Series
 
A
 
Preferred
 
Stock,
 
or
 
complete
 
the
 
sale,
 
conveyance,
exchange,
 
or
 
transfer
 
of
 
all
 
or
 
substantially
 
all
 
of
 
the
 
assets
 
or
 
business
 
of
 
the
 
corporation
 
or
consolidate with
 
or merge
 
into any
 
other corporation,
 
unless, in
 
any case,
 
the shares
 
of Series
 
A
Preferred Stock outstanding at
 
the time of such
 
consolidation or merger or
 
sale either (A) remain
outstanding or (B)
 
are converted into
 
or exchanged for
 
preference securities of
 
the surviving entity
or
 
any
 
entity
 
controlling
 
the
 
surviving
 
entity
 
having
 
such
 
rights,
 
preferences,
 
privileges,
 
and
powers
 
(including
 
voting
 
powers),
 
taken
 
as
 
a
 
whole,
 
as
 
are
 
not
 
materially
 
less
 
favorable
 
to
 
the
holders thereof
 
than the
 
rights, preferences,
 
privileges, and
 
powers (including
 
voting powers)
 
of
the Series A Preferred Stock, taken as a whole.
(c)
 
The foregoing voting
 
provisions will not apply
 
if (i) at
 
or prior to
 
the time when the
act with respect to which such vote would otherwise be required shall be effected, all outstanding
shares of Series A
 
Preferred Stock shall have
 
been redeemed or called
 
for redemption upon proper
notice and
 
sufficient funds shall
 
have been
 
set aside
 
by the
 
corporation for
 
the benefit
 
of the
 
holders
of
 
Series
 
A
 
Preferred
 
Stock
 
to
 
effect
 
such
 
redemption
 
or
 
(ii)
 
such
 
voting
 
provisions
 
are
 
not
permitted under the corporate governance requirements of the
 
Nasdaq Stock Market, LLC (or any
other exchange
 
or automated quotation
 
system on which
 
the common stock
 
of the
 
corporation may
be listed or quoted).
(d)
 
The rules and procedures for calling and conducting
 
any meeting of the holders of
Series A Preferred
 
Stock (including, without
 
limitation, the
 
fixing of a
 
record date in
 
connection
therewith), the solicitation and use of proxies at
 
such a meeting, the obtaining of written consents,
and any other aspect or matter with regard to such meeting or such consents
 
shall be governed by
any rules that the board of directors or any
 
duly authorized committee of the board of directors, in
its
 
discretion,
 
may
 
adopt
 
from
 
time
 
to
 
time,
 
which
 
rules
 
and
 
procedures
 
shall
 
conform
 
to
 
the
requirements of the Articles of Incorporation, the Bylaws, and applicable law.
 
 
 
 
 
 
 
9
8.
 
No Conversion Rights. The holders of shares of Series A Preferred Stock shall not
have any rights
 
to convert
 
such shares into
 
shares of any
 
other class or
 
series of securities
 
of the
corporation.
9.
 
No Preemptive Rights. The holders of shares
 
of Series A Preferred Stock will have
no preemptive rights
 
with respect to
 
any shares of
 
the corporation’s capital stock or
 
any of its
 
other
securities convertible into or carrying rights or
 
options to purchase or otherwise acquire
 
any such
capital
 
stock
 
or
 
any
 
interest
 
therein,
 
regardless
 
of
 
how
 
any
 
such
 
securities
 
may
 
be
 
designated,
issued, or granted.
10.
 
No Certificates.
 
The corporation
 
may at
 
its option
 
issue shares
 
of Series
 
A Preferred
Stock without certificates.
11.
 
Transfer
 
Agent;
 
Registrar.
 
The
 
corporation
 
may
 
appoint
 
a
 
transfer
 
agent
 
and
registrar for the Series A Preferred Stock.
 
12.
 
Transfer; Restricted Legend.
 
The shares of
 
Series A Preferred
 
Stock are “restricted
securities” under the
 
Securities Act
 
of 1933,
 
as amended (the
 
“Securities Act”) and
 
accordingly,
may
 
be
 
resold,
 
pledged
 
or
 
otherwise
 
transferred
 
only
 
in
 
compliance
 
with
 
the
 
registration
requirements
 
of
 
federal
 
and
 
state
 
securities
 
laws
 
or
 
if
 
exemptions
 
from
 
the
 
Securities
 
Act
 
and
applicable
 
state
 
securities
 
laws
 
are
 
available.
 
The
 
corporation
 
may
 
include
 
a
 
notation
 
of
 
the
restrictions
 
on
 
transfer
 
in
 
the
 
records
 
of
 
the
 
corporation
 
or
 
any
 
transfer
 
agent
 
or
 
registrar
 
with
respect
 
to
 
any
 
transfer
 
of
 
Series
 
A
 
Preferred
 
Stock.
 
Any
 
certificates
 
or
 
other
 
instruments
representing or
 
notices of
 
issuance relating
 
to the
 
shares of
 
Series A
 
Preferred Stock
 
will bear
 
a
restrictive legend in substantially the following form:
THE SECURITIES REFERENCED HEREIN HAVE
 
NOT BEEN REGISTERED
UNDER THE
 
SECURITIES ACT
 
OF 1933,
 
AS AMENDED
 
(THE “SECURITIES
ACT”), OR
 
THE SECURITIES
 
LAWS
 
OF ANY
 
STATE,
 
AND MAY
 
NOT BE
OFFERED,
 
TRANSFERRED,
 
PLEDGED,
 
HYPOTHECATED,
 
SOLD
 
OR
OTHERWISE
 
DISPOSED
 
OF
 
UNLESS
 
A
 
REGISTRATION
 
STATEMENT
UNDER
 
THE
 
SECURITIES
 
ACT
 
AND
 
APPLICABLE
 
STATE
 
SECURITIES
LAWS SHALL HAVE
 
BECOME EFFECTIVE WITH REGARD
 
THERETO, OR
AN
 
EXEMPTION
 
FROM
 
REGISTRATION
 
UNDER
 
THE
 
SECURITIES
 
ACT
AND
 
APPLICABLE
 
STATE
 
SECURITIES
 
LAWS
 
IS
 
AVAILABLE
 
IN
CONNECTION WITH SUCH OFFER OR SALE.
13.
 
No Other Rights. The shares of Series A Preferred Stock shall not have any rights,
preferences, privileges, or
 
voting powers or
 
relative, participating, optional,
 
or other special
 
rights,
or qualifications, limitations, or
 
restrictions thereof, other than
 
as set forth herein
 
or in the Articles
of Incorporation, or as provided by applicable law.
[Signature page follows]
 
 
 
10
IN
 
WITNESS
 
WHEREOF,
 
CrossFirst
 
Bankshares,
 
Inc.
 
has
 
caused
 
this
 
Certificate
 
of
Designations to be signed by a duly authorized officer,
 
this 29th day of March, 2023.
CROSSFIRST BANKSHARES, INC.
By: /s/ Amy Abrams
 
 
Name:
 
Amy Abrams
 
Title:
 
General Counsel & Corporate Secretary