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In addition to the information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the “Risk Factors” disclosed under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.
With the exception of the revised Risk Factor 28 below, there have been no material changes as of the date of this report to the risk factors disclosed in “Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2025.
28. Certain provisions of the Company’s bylaws and certificate of incorporation, as well as regulatory requirements, could discourage, delay, or prevent an unsolicited acquisition proposal or change of control that stockholders may consider favorable
The Company’s bylaws and certificate of incorporation contain provisions that could make it more difficult for a third party to acquire the Company without the approval of the Company’s incumbent board of directors. These provisions include:
•a classified board structure, with directors elected in staggered classes, which will be phased out over time and will not be fully declassified until the 2029 annual meeting of stockholders;
•until the board is fully declassified, stockholders may remove directors only for cause;
•stockholders may not change the size of the board or fill vacancies on the board, except as may be provided in the terms of any preferred stock the Company may issue in the future;
•stockholders may act only at a duly called meeting of stockholders and may not act by written consent;
•stockholders must comply with advance notice requirements to nominate directors or present other business at stockholder meetings; and
•the board may, without stockholder approval, issue preferred stock and determine the rights and terms of that preferred stock, including voting rights, or adopt a stockholder rights plan.
In addition, federal banking laws and regulations and state insurance laws and regulations require third parties to obtain prior approval to acquire control of the Company due to its status as a savings and loan holding company and an insurance holding company. These provisions and regulatory requirements could have the effect of discouraging an unsolicited acquisition proposal or delaying, deferring or preventing a change of control transaction that might involve a premium price or otherwise be considered favorably by the Company’s stockholders.
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