18 unchanged sentences
We cannot predict the nature or impact of future changes in monetary and fiscal policies.
−Removed: Adverse developments affecting the banking industry, and resulting media coverage, have eroded customer confidence in the banking system and could have a material effect on our operations and/or stock price.
−Removed: The high-profile bank failures in the first quarter of 2023 generated significant market volatility among publicly traded bank holding companies and, in particular, regional banks.
−Removed: In assessing the failures in 2023, the banking regulators noted that each of the failed banks had a high proportion of deposits that exceeded FDIC deposit insurance limits.
−Removed: The industry has stabilized since these failures and the customer confidence in the safety and soundness of smaller regional banks has improved considerably.
−Removed: Nevertheless, risks remain that customers may choose to maintain deposits with larger financial institutions or invest in higher yielding short-term fixed income securities, all of which impacted our liquidity, cost of funding, loan funding capacity, net interest margin, capital and results of operations.
+Added: Adverse developments affecting the banking industry, and resulting media coverage, could eroded client confidence
+Added: in the banking system and could have a material effect on our operations and/or stock price.
The high-profile bank failures of early 2023 highlighted the uncertainty and concern around advances in technology that increase the speed at which deposits can be moved, as well as the speed and reach of media attention, including social media, and its ability to disseminate concerns or rumors, in each case potentially exacerbating liquidity concerns.
−Removed: While the Department of the Treasury, the Federal Reserve, and the FDIC historically have ensured that depositors of failed banks had access to their deposits, including uninsured deposit accounts, there is no guarantee that such actions will continue to be successful in restoring customer confidence in regional banks and the banking system more broadly.
−Removed: In addition, the banking operating environment and public trading prices of banking institutions can be highly correlated, in particular during times of stress, which could adversely impact the trading prices of our common stock and potentially our results of operations.
+Added: In the event there is concern about the financial stability of the banking industry, there is a risk that clients may choose to maintain deposits with larger financial institutions or invest in higher yielding short-term fixed income securities, all of which could affect our liquidity, cost of funding, loan funding capacity, net interest margin, capital and results of operations.
Legal, Regulatory and Tax Risks
7 unchanged sentences
When weaknesses are identified, the SBA may request corrective actions or impose enforcement actions, including revocation of the Preferred Lender status.
−Removed: If we lose our status as a Preferred Lender, we may lose some or all of our customers to lenders who are Preferred Lenders, and as a result we could experience a material adverse effect to our financial results.
−Removed: Any changes to the SBA program, including but not limited to, changes to the level of guarantee provided by the federal government on SBA loans, changes to program-specific rules impacting volume eligibility under the guaranty program, as well as changes to the program amounts authorized by Congress, may also have a material adverse effect on our business.
+Added: If we lose our status as a Preferred Lender, we may lose some or all of our clients to lenders who are Preferred Lenders, and as a result we could experience a material adverse effect to our financial results.
+Added: Any changes to the SBA program, including but not limited to, changes to the level of guarantee provided by the federal government on SBA loans, changes to
+Added: program-specific rules impacting volume eligibility under the guaranty program, as well as changes to the program amounts authorized by Congress, may also have a material adverse effect on our business.
In addition, any default by the U.S.
government on its obligations or any prolonged government shutdown could, among other things, impede our ability to originate SBA loans or sell such loans in the secondary market, which could materially adversely affect our business, results of operations, and financial condition.
−Removed: When we originate SBA loans, we incur credit risk on the non-guaranteed portion of the loans, and if a customer defaults on a loan, we share any loss and recovery related to the loan pro-rata with the SBA.
+Added: When we originate SBA loans, we incur credit risk on the non-guaranteed portion of the loans, and if a client defaults on a loan, we share any loss and recovery related to the loan pro-rata with the SBA.
If the SBA establishes that a loss on an SBA guaranteed loan is attributable to significant technical deficiencies in the way the loan was originated, funded, or serviced by us, the SBA may seek recovery of the principal loss related to the deficiency.
1 unchanged sentence
Our operations are subject to extensive regulation by federal, state and local governmental authorities and are subject to various laws and judicial and administrative decisions imposing requirements and restrictions on part or all of our operations.
−Removed: Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking system as a whole, rather than shareholders.
+Added: Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking system as a whole, rather than stockholders.
Because our business is highly regulated, the laws, rules, regulations and supervisory guidance and policies applicable to us are subject to regular modification and change, including as a result of changes in U.S.
14 unchanged sentences
We are also subject to compliance with the rules enforced by the Office of Foreign Assets Control of the Department of the Treasury regarding, among other things, the prohibition of transacting business with, and the need to freeze assets of, certain persons and organizations identified as a threat to the national security, foreign policy or economy of the United States.
−Removed: If our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and regulatory actions, which may include restrictions on our ability to
−Removed: pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, including any acquisition plans.
+Added: If our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and regulatory actions, which may include restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, including any acquisition plans.
Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us.
17 unchanged sentences
Significant fluctuations in market interest rates could materially and adversely affect not only our net interest spread, but also our asset quality and loan origination volume, deposits, funding availability, and/or net income.
−Removed: Our allowance for credit losses may not be adequate to cover actual loan losses.
−Removed: We maintain an allowance for credit losses, which is a reserve established through a provision for credit losses charged to expense, that represents management’s estimate of probable losses within the existing loan portfolio.
+Added: Our ACL may not be adequate to cover actual loan losses.
+Added: We maintain an ACL, which is a reserve established through a provision for credit losses charged to expense, that represents management’s estimate of probable losses within the existing loan portfolio.
The allowance, in the judgment of management, is sufficient to reserve for estimated credit losses and risks inherent in the loan portfolio.
We continue to monitor the adequacy of our loan credit allowance and may need to increase it if economic conditions or other factors deteriorate.
−Removed: In addition, bank regulatory agencies periodically review our allowance for credit losses and may require an increase in the provision for credit losses or the recognition of further loan charge-offs, based on judgments that can differ somewhat from those of our own management.
−Removed: In addition, if charge-offs in future periods exceed the allowance for credit losses (i.e., if the allowance for credit losses is inadequate), we may need additional credit loss provisions to increase the allowance for loan losses.
−Removed: Additional provisions to increase the allowance for credit losses, should they become necessary, would result in a decrease in net income and a reduction in capital, and may have a material adverse effect on our financial condition and results of operations.
+Added: In addition, bank regulatory agencies periodically review our ACL and may require an increase in the provision for credit losses or the recognition of further loan charge-offs, based on judgments that can differ somewhat from those of our own management.
+Added: In addition, if charge-offs in future periods exceed the ACL (i.e., if the ACL is inadequate), we may need additional credit loss provisions to increase the allowance for loan losses.
+Added: Additional provisions to increase the ACL, should they become necessary, would result in a decrease in net income and a reduction in capital, and may have a material adverse effect on our financial condition and results of operations.
We may not be able to maintain our historical rate of growth or profitability, which could have a material adverse effect on our ability to successfully implement our business strategy.
5 unchanged sentences
Significant negative industry or economic trends, including a sustained decrease in the market price of our common stock, or reduced future cash flows or disruptions to our business, could result in impairments to goodwill.
−Removed: Our valuation methodology for assessing impairment requires management to make judgments and assumptions based on experience and to rely on projections of future operating performance.
+Added: Our valuation methodology for assessing impairment requires management to make judgments and
+Added: assumptions based on experience and to rely on projections of future operating performance.
We operate in competitive environments and projections of future operating results and cash flows may vary significantly from actual results.
22 unchanged sentences
These loans are funded by deposits in the same metropolitan areas, in addition to our national deposit verticals.
−Removed: The regional economic
−Removed: conditions in areas where we conduct our business have an impact on the demand for our products and services as well as the ability of our clients to repay loans, the value of the collateral securing loans, and the stability of our deposit funding sources.
+Added: The regional economic conditions in areas where we conduct our business have an impact on the demand for our products and services as well as the ability of our clients to repay loans, the value of the collateral securing loans, and the stability of our deposit funding sources.
Consequently, a decline in local economic conditions may adversely affect our earnings.
6 unchanged sentences
Adverse economic conditions or other factors affecting our target markets may have a greater adverse effect on us than on other financial institutions that have a more diversified client base.
−Removed: Increases in non-performing commercial loans could result in operating losses, impaired liquidity and erosion of our capital, and could have a material adverse effect on our financial condition and results of operations.
+Added: Increases in nonperforming commercial loans could result in operating losses, impaired liquidity and erosion of our capital, and could have a material adverse effect on our financial condition and results of operations.
Credit market tightening could adversely affect our commercial borrowers through declines in their business activities and adversely impact their overall liquidity through the diminished availability of other borrowing sources or otherwise.
5 unchanged sentences
As a result, an increase in market interest rates may increase the risk of loan default.
−Removed: An increase in non-performing loans could result in a net loss of earnings from these loans, an increase in the provision for credit losses, and an increase in loan charge-offs, all of these factors could impact allowance, earnings and/or capital levels.
+Added: An increase in nonperforming loans could result in a net loss of earnings from these loans, an increase in the provision for credit losses, and an increase in loan charge-offs, all of these factors could impact allowance, earnings and/or capital levels.
Our loan portfolio includes loans secured by real estate, which could result in increased credit risk.
8 unchanged sentences
Our ability to recover on defaulted loans secured by residential mortgages in anti-deficiency statute states may be limited to the fair value of the real estate securing the loan at the time of foreclosure.
−Removed: Our commercial and industrial loans and sponsor finance loans are underwritten based primarily on cash flow, profitability and enterprise value of the client and are not fully covered by the value of tangible assets or collateral of the client.
−Removed: Consequently, if any of these transactions becomes non-performing, we could experience significant losses.
+Added: Our C&I loans and sponsor finance loans are underwritten based primarily on cash flow, profitability and enterprise value of the client and are not fully covered by the value of tangible assets or collateral of the client.
+Added: Consequently, if any of these transactions becomes nonperforming, we could experience significant losses.
Cash flow lending involves lending money to a client based primarily on the expected cash flow, profitability and enterprise value of a client, with the value of any tangible assets as secondary protection.
In some cases, these loans may have more leverage than traditional bank debt.
−Removed: In the case of our senior cash flow loans, we generally take a lien on substantially all of a client’s assets, but the value of those assets is typically substantially less than the
−Removed: amount of money we advance to the client under a cash flow transaction.
+Added: In the case of our senior cash flow loans, we generally take a lien on substantially all of a client’s assets, but the value of those assets is typically substantially less than the amount of money we advance to the client under a cash flow transaction.
In addition, some of our cash flow loans may be viewed as stretch loans, meaning they may be at leverage multiples that exceed traditional accepted bank lending standards for senior cash flow loans.
−Removed: Thus, if a cash flow transaction becomes non-performing, our primary recourse to recover some or all of the principal of our loan or other debt product would be to force the sale of all or part of the company as a going concern.
+Added: Thus, if a cash flow transaction becomes nonperforming, our primary recourse to recover some or all of the principal of our loan or other debt product would be to force the sale of all or part of the company as a going concern.
Additionally, we may obtain equity ownership in a borrower as a means to recover some or all of the principal of our loan.
24 unchanged sentences
If we are forced to foreclose on a project prior to or at completion due to a default, there can be no assurance we will be able to recover all of the unpaid balance of, and accrued interest on, the loan or the related foreclosure, sale and holding costs.
−Removed: In addition, we may be required to fund additional amounts to complete
−Removed: the project and may have to hold the property for an unspecified period of time.
+Added: In addition, we may be required to fund additional amounts to complete the project and may have to hold the property for an unspecified period of time.
If any of these events occur, our financial condition, results of operations and cash flows could be materially and adversely affected.
10 unchanged sentences
We may be obligated to indemnify certain counterparties in financing transactions we enter into pursuant to the New Markets Tax Credit Program.
−Removed: We participate in and have previously been an “Allocatee” of the New Markets Tax Credit Program of the U.S.
−Removed: Department of the Treasury Community Development Financial Institutions Fund.
+Added: We participate in and have previously been an “Allocatee” of the New Markets Tax Credit Program of the Treasury CDFI.
Through this program, we provide our allocation to certain projects, which in turn for an equity investment from an investor in the project generate federal tax credits to those investors.
5 unchanged sentences
No assurance can be given that these counterparties will not call upon us to discharge these obligations in the circumstances under which they are owed.
−Removed: If this were to occur, the amount we may be required to pay a bank investor could be substantial and could have a material adverse effect on our results of operations and financial condition.
−Removed: If we fail to comply with requirements of the federal New Markets Tax Credit program, the U.S.
−Removed: Department of the Treasury Community Development Financial Institutions Fund could seek any remedies available under its Allocation Agreement with us, and we could suffer significant reputational harm and be subject to greater scrutiny from banking regulators.
+Added: If this were to occur, the amount we may be required to pay a bank investor could be substantial and could have an adverse effect on our results of operations and financial condition.
+Added: If we fail to comply with requirements of the federal New Markets Tax Credit program, the Treasury CDFI could seek any remedies available under its Allocation Agreement with us, and we could suffer significant reputational harm and be subject to greater scrutiny from banking regulators.
Because we have been designated as an “Allocatee” under the New Markets Tax Credit Program, we are required to provide allocation fund qualifying projects under the New Markets Tax Credit Program, and we are responsible for monitoring those projects, ensuring their ongoing compliance with the requirements of the New Markets Tax Credit Program and satisfying the various recordkeeping and reporting requirements under the New Markets Tax Credit Program.
2 unchanged sentences
If we were to default under the New Markets Tax Credit Program, we could suffer negative publicity in the communities in which we operate, and we could face greater scrutiny from federal and state bank regulators, especially with regard to our compliance with the CRA.
−Removed: These developments could have a material adverse impact on our reputation, business, and financial condition.
+Added: These developments could have an adverse effect on our reputation, business, and financial condition.
Liquidity risk could impair our ability to fund operations and meet debt coverage obligations, and jeopardize our financial condition.
1 unchanged sentence
We are a holding company and depend on our subsidiaries for liquidity needs, including debt coverage requirements.
−Removed: An inability to raise funds through deposits, borrowings, the sale of investment securities and other sources could have a substantial material adverse effect on our liquidity.
+Added: An inability to raise funds through deposits, borrowings, the sale of
+Added: investment securities and other sources could have a substantial material adverse effect on our liquidity.
Our access to funding sources in amounts that are adequate to finance our activities could be impaired by factors that affect us specifically or the financial services industry in general.
8 unchanged sentences
Further, paying higher interest rates to maintain or replace these deposits could adversely affect our net interest margin and results of operations.
−Removed: In 2024, the FDIC issued a proposed rule that would revise the FDIC’s regulations governing the classification and treatment of brokered deposits.
−Removed: If the proposed rule is finalized as proposed, the Company may be required to classify certain deposits as brokered deposits.
−Removed: Among other changes, this may increase deposit insurance assessments and impact liquidity metrics.
By engaging in derivative transactions, we are exposed to additional credit and market risk in our banking business.
16 unchanged sentences
The financial services industry, including, but not limited to, commercial banking, mortgage banking, consumer lending, and home equity lending, is highly competitive, and we encounter strong competition for deposits, loans, and other financial services in all of our market areas in each of our lines of business.
−Removed: Our principal competitors include other commercial banks, savings banks, savings and loan associations, mutual funds, money market funds, finance companies, trust companies, technology companies, insurers, credit unions, and mortgage companies among others.
+Added: Our principal competitors
+Added: include other commercial banks, savings banks, savings and loan associations, mutual funds, money market funds, finance companies, trust companies, technology companies, insurers, credit unions, and mortgage companies among others.
Many of our non-bank competitors are not subject to the same degree of regulation as us and have advantages over us in providing certain services.
14 unchanged sentences
Many national vendors provide turn-key services to community banks, such as Internet banking and remote deposit capture, that allow smaller banks to compete with institutions that have substantially greater resources to invest in technological improvements.
−Removed: We may not be able, however, to effectively implement new technology-driven products and services or be successful in marketing these products and services to our clients.
+Added: However, we may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our clients.
Costs and levels of deposits are affected by competition that could increase our funding costs or liquidity risk.
5 unchanged sentences
We have engaged in and may continue to engage in expansion through acquisitions, and these acquisitions present a number of risks related both to the acquisition transactions and to the integration of the acquired businesses.
−Removed: The acquisition of other financial services companies or assets present risks to us in addition to those presented by the nature of the business acquired.
+Added: The acquisition of other financial services companies or assets, such as the Branch Acquisition we completed in 2025, present risks to us in addition to those presented by the nature of the business acquired.
Our earnings, financial condition, and prospects after a merger or acquisition depend in part on our ability to successfully integrate the operations of the acquired company.
22 unchanged sentences
As we expand outside our current markets, we may encounter additional risks that may adversely affect us.
−Removed: We are headquartered in Missouri, but have branch locations in the Kansas City, Phoenix, Los Angeles, and San Diego metropolitan areas, as well as Northern New Mexico, Florida and Nevada.
+Added: We are headquartered in Missouri, but have branch locations in the Kansas City, Phoenix, Tucson, Los Angeles, and San Diego metropolitan areas, as well as Northern New Mexico, Florida and Nevada.
Over time, we may acquire or open locations in other parts of the United States as well.
15 unchanged sentences
Accordingly, use of such third parties creates an unavoidable inherent risk to our business operations as well as reputational risk.
−Removed: Our core operating system conversion may result in business interruptions or other adverse developments.
−Removed: On October 11, 2024, we replaced our core operating systems, including those for loans, deposits, financials and other ancillary systems (collectively referred to as “core system”).
−Removed: We use the core system to track client relationships and accounts and report financial information.
−Removed: The core system is integrated with various other applications that are used to service client requests by Bank personnel or directly by clients (such as online and mobile banking).
−Removed: Changing the core system subjects us to operational risks, including disruptions to technology systems, which may adversely impact our clients.
−Removed: We have documented plans, policies and procedures designed to prevent or limit the risks of a failure during and after the conversion of our core system.
−Removed: However, there can be no assurance that any such adverse developments will not occur or, if they do occur, that they will be timely and adequately remediated.
−Removed: The ultimate impact of any adverse development could damage our reputation, result in a loss of client business, subject us to regulatory scrutiny, or expose it to civil litigation and possibly financial liability, any of which could have a material effect on our business, financial condition, and results of operations.
Risks Relating to Our Common Stock and Depositary Shares
10 unchanged sentences
• strategic actions by us or our competitors, such as acquisitions or restructurings;
−Removed: • actions by institutional shareholders;
+Added: • actions by institutional stockholders;
• fluctuations in the stock prices and operating results of our competitors;
8 unchanged sentences
In some cases, the markets have produced downward pressure on stock prices and credit availability for certain issuers without regard to those issuers’ underlying financial strength or operating results.
−Removed: A significant decline in our stock or depositary share prices could result in substantial losses for individual shareholders and could lead to costly and disruptive securities litigation.
+Added: A significant decline in our stock or depositary share prices could result in substantial losses for individual stockholders and could lead to costly and disruptive securities litigation.
The trading volume in our common stock and depositary shares is less than that of other larger financial institutions.
9 unchanged sentences
In certain circumstances, the Missouri Division of Finance, FDIC, or Federal Reserve Board could restrict or prohibit the Bank from distributing dividends or making other payments to us.
−Removed: In the event the Bank was restricted from paying
−Removed: dividends to us or making payments under the tax sharing agreement, we may not be able to service our debt, pay our other obligations or pay dividends on our common stock or preferred stock.
+Added: In the event the Bank was restricted from paying dividends to us or making payments under the tax sharing agreement, we may not be able to service our debt, pay our other obligations or pay dividends on our common stock or preferred stock.
If we are unable or determine not to pay dividends on our outstanding equity securities, the market price of such securities could be materially adversely affected.
5 unchanged sentences
These instruments prohibit the payment of dividends on our common stock in certain situations.
−Removed: Business – Supervision and Regulation - Financial Holding Company - Dividend Restrictions and Share Repurchases” for additional information.
+Added: Business – Supervision and Regulation - Financial Holding Company - Dividend Restrictions and Stock Repurchases” for additional information.
Moreover, any other financing agreements that we enter into in the future may limit our ability to pay cash dividends on our capital stock, including the common stock.
1 unchanged sentence
In addition, if we are unable or determine not to pay interest on our preferred stock or subordinated debentures, the market price of our common stock could be materially or adversely affected.
−Removed: Anti-takeover provisions could negatively impact our shareholders.
+Added: Anti-takeover provisions could negatively impact our stockholders.
Provisions of Delaware law and of our certificate of incorporation, as amended, and bylaws, as well as various provisions of federal and Missouri state law applicable to bank and bank holding companies, could make it more difficult for a third party to acquire control of us or have the effect of discouraging a third party from attempting to acquire control of us.
2 unchanged sentences
In the event of a proposed merger, tender offer or other attempt to gain control of the Company, our Board of Directors would have the ability to readily issue available shares of preferred stock as a method of discouraging, delaying or preventing a change in control of the Company.
−Removed: Such issuance could occur regardless of whether our shareholders favorably view the merger, tender offer or other attempt to gain control of the Company.
−Removed: These and other provisions could make it more difficult for a third party to acquire us even if an acquisition might be in the best interests of our shareholders.
−Removed: Although we have no present intention to issue any additional shares of our authorized preferred stock, there can be no assurance that the Company will not do so in the future.
+Added: Such issuance could occur regardless of whether our stockholders favorably view the merger, tender offer or other attempt to gain control of the Company.
+Added: These and other provisions could make it more difficult for a third party to acquire us even if an acquisition might be in the best interests of our stockholders.
+Added: Although we did not issue any additional shares of our authorized preferred stock in the current year, there can be no assurance that the Company will not do so in the future.
General Risk Factors
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.