This prospectus contains forward-looking statements, which involve risks and uncertainties. You should not place undue reliance on forward-looking statements because they are subject to numerous uncertainties and factors relating to our operations and business, all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other variations or comparable terminology and expressions. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategies, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” and include, among other things, statements relating to:
| • | Changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations, including the effects of United States federal government spending; |
| • | The level of, or changes in the level of, interest rates and inflation, including the effects on our net interest income and the market value of our investment and loan portfolios; |
| • | The level and composition of our deposits, including our ability to attract and retain, and the seasonality of, client deposits; |
| • | The level and composition of our loan portfolio, including our ability to maintain the credit quality of our loan portfolio; |
| • | Current and future business, economic and market conditions in the United States generally or in the Washington, D.C. metropolitan area in particular; |
| • | The effects of disruptions or instability in the financial system, including as a result of the failure of a financial institution or other participants in it, or geopolitical instability, including war, terrorist attacks, pandemics and man-made and natural disasters; |
| • | The impact of, and changes, in applicable laws, regulations, regulatory expectations and accounting standards and policies; |
| • | Our likelihood of success in, and the impact of, legal, regulatory or other actions, investigations or proceedings related to our business; |
| • | Adverse publicity or reputational harm to us, our senior officers, directors, employees or clients; |
| • | Our ability to effectively execute our growth plans or other initiatives; |
| • | Changes in demand for our products and services; |
| • | Our levels of, and access to, sources of liquidity and capital; |
| • | The ability to attract and retain essential personnel or changes in our essential personnel; |
| • | Our ability to effectively compete with banks, nonbank financial institutions, and financial technology firms and the effects of competition in the financial services industry on our business; |
| • | The effectiveness of our risk management and internal disclosure controls and procedures; |
| • | Any failure or interruption of our information and technology systems, including any components provided by a third party; |
| • | Our ability to identify and address cybersecurity threats and breaches; |
| • | Our ability to keep pace with technological changes; |
| • | Our ability to receive dividends from the Bank and satisfy our obligations as they become due; |
| • | The one-time and incremental costs of operating as a public company; |
| • | Our ability to meet our obligations as a public company, including our obligation under Section 404 of Sarbanes-Oxley; |
| • | The effect of our dual-class structure and the concentrated ownership of our Class B common stock, including beneficial ownership of our shares by members of the Fitzgerald Family; and |
| • | The number of shares of our Class B common stock converted into shares of Class A common stock. |
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus. And while we believe such information provides a reasonable basis for such statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements. Past performance is not a guarantee of future results or returns and no representation or warranty is made regarding future performance.
