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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.
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“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.
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(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
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
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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;
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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
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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
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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
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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.
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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]
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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