Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 26, 2026, in connection with the Purchase Agreement, the Company filed Articles of Amendment (the "Amendment") with the Secretary of State of the Commonwealth of Virginia amending the Company's existing Articles of Incorporation by adding to Article III the rights, preferences, privileges, qualifications, restrictions and limitations of the Company's newly created Series J Preferred Stock, consisting of 500,000 authorized shares. The Amendment was accepted on August 26, 2026, and became effective on August 27, 2026. The description of the Amendment set forth herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Dividends on the Series J Preferred Stock will be payable when, as and if authorized by the Company's board of directors or a duly authorized committee thereof and declared by the Company out of legally available funds. From and including August 27, 2026, to but excluding December 21, 2031, dividends on the Series J Preferred Stock will accrue on a non-cumulative basis at a rate of 7.271% per annum on the liquidation preference of $1,000 per share, payable quarterly in arrears. From and including December 21, 2031, for each Dividend Reset Period, dividends on the Series J Preferred Stock will accrue on a non-cumulative basis at the five-year U.S. Treasury rate as of the most recent reset dividend determination date (as defined in the Amendment) plus 2.979% on the liquidation preference of $1,000 per share, payable quarterly in arrears. "Dividend Reset Period" means the period from and including December 21, 2031 to, but excluding, the next following Dividend Reset Date and thereafter each period from and including each Dividend Reset Date to, but excluding, the next following Dividend Reset Date. "Dividend Reset Date" means December 21, 2031 and each date falling on the fifth anniversary of the preceding Dividend Reset Date, in each case regardless of whether such day is a business day.

The Series J Preferred Stock does not have a maturity date, and the Company is not required to redeem the Series J Preferred Stock. Accordingly, the Series J Preferred Stock will remain outstanding indefinitely, unless and until the Company decides to redeem it pursuant to the terms of the Series J Preferred Stock set forth in the Amendment. The Company may redeem the Series J Preferred Stock at its option, (i) in whole or in part, from time to time, on any dividend payment date (as defined in the Amendment) on or after December 21, 2031 or (ii) in whole but not in part, within 90 days following a regulatory capital treatment event (as defined in the Amendment), at a redemption price equal to $1,000 per share, plus any authorized, declared and unpaid dividends in any prior dividend period (as defined in the Amendment) and, solely in the case of a redemption following a regulatory capital treatment event, the pro-rated portion of unpaid dividends, whether or not declared, for the dividend period in which such redemption occurs. BSSA or any other future holder of Series J Preferred Stock will not have the right to require the redemption or repurchase of the Series J Preferred Stock. Any redemption of the Series J Preferred Stock is subject to the Company's receipt of any required prior approval by the Board of Governors of the Federal Reserve System or other successor regulatory authority (the "Federal Reserve") and to the satisfaction of any conditions set forth in the capital standards, guidelines or regulations of the Federal Reserve applicable to redemption of the Series J Preferred Stock.

The foregoing description of the terms of the Series J Preferred Stock is qualified in its entirety by reference to the full text of the Amendment, which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.