Filed pursuant to Rule 424(b)(3)
Registration No. 333-261238
PROSPECTUS
$70,000,000 aggregate principal amount of
3.500% Fixed-to-Floating Rate Subordinated Notes due 2031
that have been registered under the Securities Act of 1933
for any and all outstanding unregistered
3.500% Fixed-to-Floating Rate Subordinated Notes due 2031
The exchange offer will expire at 5:00 p.m., New York City time, on January 24, 2022, unless extended.
We are offering to exchange 3.500% Fixed-to-Floating Rate
Subordinated Notes due 2031 that have been registered under the Securities Act of 1933, as amended (the Securities Act), which we refer to in this prospectus as the New Notes, for any and all of our outstanding unregistered
3.500% Fixed-to-Floating Rate Subordinated Notes due 2031 that we issued in a private placement on August 26, 2021, which we refer to in this prospectus as the
Old Notes. We are making this offer to exchange the New Notes for the Old Notes to satisfy our obligations under certain registration rights agreements that we entered into with the purchasers of the Old Notes in connection with our
issuance of the Old Notes to those purchasers.
We will not receive any cash proceeds from the exchange offer. The issuance of the New
Notes in exchange for the Old Notes will not result in any increase in our outstanding indebtedness. The Old Notes that are not exchanged for New Notes in the exchange offer will remain outstanding. The exchange offer is not subject to any minimum
tender condition, but is subject to certain customary conditions.
Subject to the terms of the exchange offer, following the expiration or
termination of the exchange offer, we will exchange the Old Notes that have been validly tendered and not validly withdrawn prior to such expiration or termination for an equal principal amount of New Notes. The terms of the New Notes are identical
in all material respects to the terms of the Old Notes, except that: the New Notes have been registered with the Securities and Exchange Commission (the SEC) under the Securities Act and, as a result, will not bear any legend restricting
their transfer; the New Notes bear different CUSIP numbers from the Old Notes; the New Notes are generally not subject to transfer restrictions; holders of the New Notes are not entitled to registration rights under the registration rights
agreements that we entered into with the initial purchasers of the Old Notes; and because the holders of the New Notes are not entitled to registration rights, holders of the New Notes will not have the right to additional interest under the
circumstances described in those registration rights agreements relating to our fulfillment of our registration obligations. The New Notes evidence the same debt as the Old Notes and are governed by the same Indenture under which the Old Notes were
issued.
There is no existing public market for the Old Notes or the New Notes, and we do not expect any public market to develop in the
future for either the Old Notes or the New Notes. The Old Notes are not listed on any national securities exchange or quotation system, and we do not intend to list the New Notes on any national securities exchange or quotation system.
Except as otherwise provided in this prospectus, you may withdraw your tender of Old Notes at any time prior to the expiration of the exchange
offer at 5:00 p.m., New York City time, on January 24, 2022. We will exchange all of the outstanding Old Notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer for an equal principal amount of New
Notes.
Any broker-dealer that holds Old Notes acquired for its own account as a result of market-making activities or other trading
activities and that receives the New Notes for its own account pursuant to the exchange offer may be a statutory underwriter and must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any
resale of such New Notes. A broker-dealer that acquired the Old Notes because of market-making or other trading activities may use this prospectus, as supplemented or amended from time to time, in connection with resales of the New Notes for a
period of 180 days after the completion of the exchange offer. See Plan of Distribution.
Investing in our securities
involves certain risks. See Risk Factors beginning on page 10, as well as the risk factors contained in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2020, and in the other reports filed by us with the SEC and incorporated by reference into this prospectus.
Neither the SEC nor any state securities commission or regulatory body has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the disclosure in this prospectus. Any representation to the contrary is a criminal offense.
We Are Not
Asking You for a Proxy and You are Requested Not To Send Us a Proxy.
The securities to be exchanged are not savings accounts,
deposits or obligations of any bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank or savings association.
The date of this prospectus is December 17, 2021.