2020 Annual Report

The price of our common stock could be volatile and other factors could cause our stock price to decline.

Stock price volatility may make it more difficult for you to resell your common stock when you want and at prices you find attractive. The market price of our common stock may be volatile and could be subject to wide fluctuations in price in response to various factors, some of which are beyond our control. These factors include, among other things: y actual or anticipated variations in our quarterly results of operations; y recommendations or research reports about us or the financial services industry in general published by securities analysts; y the failure of securities analysts to cover, or continue to cover; y operating and stock price performance of other companies that investors or analysts deem comparable to us; y news reports relating to trends, concerns and other issues in the financial services industry; y perceptions in the marketplace regarding us, our competitors or other financial institutions; y future sales of our common stock; y departure of members of our strategic leadership team or other key personnel; y new technology used, or services offered, by competitors; y significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors; y changes or proposed changes in laws or regulations, or differing interpretations of existing laws and regulations, affecting our business, or enforcement of these laws and regulations; y litigation and governmental investigations; and y geopolitical conditions such as acts or threats of terrorism or military conflicts. In addition, if the market for stocks in our industry, or the stock market in general, experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition, results of operations or growth prospects. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management. An investment in our common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any other deposit insurance fund or by any other public or private entity. Investment in our common stock is inherently risky for the reasons described in this report, and is subject to the same market forces that affect the price of common stock in any company. As a result, if you acquire our common stock, you could lose some or all of your investment. Our ability to pay dividends may be limited, and we do not intend to pay cash dividends on our common stock in the foreseeable future. Consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock. Holders of our common stock are entitled to receive only such dividends as our board of directors may declare out of funds legally available for such payments. We expect that we will retain all earnings, if any, for operating capital, and we do not expect our board of directors to declare any dividends on our common stock in the foreseeable future. Even if we have earnings in an amount sufficient to pay cash dividends, our board of directors may decide to retain earnings for the purpose of funding growth. We cannot assure you that cash dividends on our common stock will ever be paid. You should not purchase shares of common stock offered hereby if you need or desire dividend income from this investment. An investment in our common stock is not an insured deposit.

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