DESCRIPTION OF COMMON STOCK
The following description of our common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety
by reference to our Amended and Restated Articles of Incorporation (the Articles of Incorporation) and our Amended and Restated Bylaws (the Bylaws), which are incorporated by reference into the registration statement of
which this prospectus forms a part as Exhibit 3.1 through Exhibit 3.5. We encourage you to read our Articles of Incorporation, our Bylaws and the applicable provisions of the General Corporation Law of the State of Delaware, for additional
information.
General
The Company,
which is incorporated under the General Corporation Law of the State of Delaware, is authorized to issue 900,000,000 shares of its common stock, $0.01 par value, of which 463,901,808 shares were issued and outstanding as of December 31, 2020.
The Company is also authorized to issue 5,000,000 shares of preferred stock, $0.01 par value, of which 515,000 are issued and outstanding as of December 31, 2020, comprised
of Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock. The Companys board of directors may at any time, without additional approval
of the holders of preferred stock or common stock, issue additional authorized shares of preferred stock or common stock.
Voting Rights
The holders of common stock are entitled to one vote per share on all matters presented to stockholders. Holders of common stock are not
entitled to cumulate their votes in the election of directors.
No Preemptive or Conversion Rights
The holders of common stock do not have preemptive rights to subscribe for a proportionate share of any additional securities issued by the
Company before such securities are offered to others. The absence of preemptive rights increases the Companys flexibility to issue additional shares of common stock in connection with the Companys acquisitions, employee benefit plans and
for other purposes, without affording the holders of common stock a right to subscribe for their proportionate share of those additional securities. The holders of common stock are not entitled to any redemption privileges, sinking fund privileges
or conversion rights.
Dividends
Holders of common stock are entitled to receive dividends ratably when, as, and if declared by the Companys board of directors from
assets legally available therefor, after payment of all dividends on preferred stock, if any is outstanding. Under Delaware law, the Company may pay dividends out of surplus or, if there is no surplus, out of our net profits for the fiscal year in
which declared and/or for the preceding fiscal year. Dividends paid by our subsidiary bank are the primary source of funds available to the Company for payment of dividends to our stockholders and for other needs. Various federal and state laws and
regulations limit the amount of dividends that our subsidiary bank may pay to us. The Companys board of directors intends to maintain its present policy of paying regular quarterly cash dividends. The declaration and amount of future dividends
will depend on circumstances existing at the time, including the Companys earnings, financial condition and capital requirements, as well as regulatory limitations and such other factors as the Companys board of directors deems relevant.
On a stand-alone basis, the Companys principal assets and sources of income consist of investments in our operating subsidiaries,
which are separate and distinct legal entities.
6