The power of the board of directors of an insured depository institution to declare a cash dividend or other distribution with respect to capital is subject to statutory and regulatory restrictions that limit the amount available for such distribution, depending upon earnings, financial condition and cash needs of the institution, as well as general business conditions. Insured depository institutions are also prohibited from paying management fees to any controlling persons or, with certain limited exceptions, making capital distributions, including dividends, if after such transaction the institution would be less than adequately capitalized. Under Utah law, we may only declare dividends to our shareholders out of our net profits, after providing for all expenses, losses, interest and taxes accrued or due.

Series E – Dividends are payable quarterly at a current rate of 9% per annum, and will remain stable for so long as our Series E Preferred Stock remains outstanding. However, if the Bank is not “publicly traded” within the meaning of our Articles, so long as any share of the Series E Preferred Stock remains outstanding, no dividend or distribution may be declared or paid on our common equity, any other shares of junior stock or parity stock. So long as our shares of Series F Preferred Stock are listed on The Nasdaq Capital Market or another securities exchange, we will not be negatively impacted by that restriction.

Series F – Dividends are payable quarterly from the date of issuance to, but excluding, April 1, 2025, at a rate of 8% per annum, and from and including April 1, 2025, at a floating rate equal to a benchmark rate (which is expected to be three-month Term SOFR, which is based on the Secured Overnight Financing Rate or SOFR) plus a spread of 6.46% per annum.