Code of Business Conduct and Ethics


I. Introduction

This Code of Business Conduct and Ethics (the "Code") of CrossFirst Bankshares, Inc. and its subsidiaries, including CrossFirst Bank (collectively, the "Company"), has been adopted to set forth the legal and ethical standards for the conduct of the Company's business. This Code does not cover every issue that may arise, but it sets out basic principles to guide all directors, officers and employees of the Company. This Code applies to the Company's chief executive officer, chief financial officer, chief accounting officer, controller, or persons performing similar functions for the Company pursuant to Item 406 of Regulation S-K, as well as all directors, officers, and employees of the Company pursuant to the rules of the Nasdaq Stock Market LLC ("Nasdaq"), for the purpose of promoting:

  • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  • full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the "SEC") or Nasdaq, and in other public communications made by the Company;
  • the protection of Company assets, including corporate opportunities and confidential information;
  • compliance with applicable laws and governmental rules and regulations;
  • the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and
  • accountability for adherence to the Code.

Directors, officers, and employees should adhere to a high standard of business ethics and seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed by the Company's agents and representatives, including consultants.

If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions regarding this Code or its application to you in any situation, you should contact your manager, the Chief Human Resources Officer or the General Counsel.

II. Compliance with Laws, Rules, and Regulations


The Company requires that all directors, officers, and employees comply with all laws, rules, and regulations applicable to the Company wherever it does business. These laws and regulations include, but are not limited to, Kansas, Missouri, Oklahoma, Arizona and Texas state banking laws and regulations, rules and regulations of the Federal Deposit Insurance Corporation and SEC and other state or federal laws applicable to the Company's business. You are expected to use good judgment and common sense in seeking to comply with all applicable laws, rules, and regulations and to ask for advice when you are uncertain about them.

If you become aware of the violation of any law, rule, or regulation by the Company, whether by its directors, officers, employees, or any third party doing business on behalf of the Company, it is your responsibility to report the matter in accordance with the guidelines in Section XVII of this Code.


Federal and state laws make it a crime for directors, officers and employees to solicit or accept anything of value from third parties in connection with, or in exchange for, any business or transaction of an insured financial institution. All Company transactions are covered including, but not limited to, new accounts, lending, trust department matters, investment advice and business with all types of vendors and suppliers, etc. It is important that directors, officers and employees avoid any appearance of potential bribery or improper influence by loan applicants, customers, competitors, consultants and vendors.

The federal bank bribery law (18 U.S.C. §215), as amended (the "Bank Bribery Law"), prohibits any director, officer or employee from:

  • soliciting for himself or herself, or for a third party other than the Company, anything of value from anyone in return for any business, service or confidential information of the Company; and
  • accepting anything of value (other than bona fide salary, wages, fees or other compensation paid, or expenses paid or reimbursed, in the usual course of business of the Company) from anyone in connection with the business of the Company, either before or after a transaction is discussed or consummated.

The Bank Bribery Law prohibits gifts or anything else of value being given, offered, promised, solicited, demanded, accepted, or agreed to be accepted, corruptly and with the intent to influence or be influenced. Directors, officers and employees can never be certain as to another's intention in offering or making a gift or anything of value to them. Thus, even when permitted under this Code or by the Bank Bribery Law, directors, officers and employees should exercise great caution in accepting a gift or anything else of value. In no circumstances whatsoever should a director, officer or employee accept a gift or anything of value if that places them under a feeling of obligation.

The term "gift" includes, but is not limited to, substantial favors, money, credit, special discounts on goods and services, free services, transportation tickets, reimbursement for travel, loans of goods or money, tickets to entertainment or sporting events, hotel expenses and excessive entertainment. Cash gifts are strictly prohibited, although a gift certificate not redeemable for cash is permissible, provided that it falls into the category of one of the exceptions listed below. Gifts to a director's, officer's or employee's immediate family (e.g., spouse, domestic partner, children, parents and siblings) are included in this section. The individual need not benefit from the gift, and accepting items of value for the benefit of a third person or party is also prohibited. Generally, directors, officers and employees may not accept a bequest, legacy, benefit or interest in property under a trust from a customer or vendor (other than a member of their family).

The following are exceptions to the above prohibitions. These exceptions set forth instances in which directors, officers or employees may accept something of reasonable value from a customer, or one doing or seeking to do business with the Company, provided that it is clear from the circumstances that the giver is not trying to corruptly influence a Company transaction. Directors, officers and employees should contact the Company's General Counsel

for guidance if they are unsure as to the reasonableness in value of any item or thing. However, even when permissible, directors, officers and employees should exercise great caution in accepting any gift or anything else of value, as gifts of even nominal value could create the perception of impropriety and undue influence. The exceptions include:

  • gifts, gratuities, amenities or favors based on obvious family or personal relationships (such as those between a director, officer or employee's parents, children or spouse or an agent and his/her parents, children or spouse) where the circumstances make it clear that those relationships, rather than the business of the Company, are the motivating factors;
  • meals, refreshments, entertainment, accommodations or travel arrangements, of reasonable value, in the course of a meeting or other occasion, the purpose of which is to hold bona fide business discussions or to foster better business relations, provided that the expenses are of reasonable value and would have been paid for by the Company as a reasonable business expense if not paid for by a third party;
  • loans from other financial institutions on customary terms to finance proper and usual activities of a director, officer or employee, such as home mortgage loans, except where prohibited by law;
  • advertising or promotional material of reasonable value, such as pens, pencils, note pads, key chains, calendars and similar items;
  • discounts or rebates on merchandise or services that do not exceed those available to other customers;
  • gifts of reasonable value that are related to commonly recognized events or occasions, such as a promotion, new job, wedding, retirement, holiday or birthday; and
  • civic, charitable, educational or religious organization awards for recognition of service and accomplishment.

If a director, officer or employee is offered or receives something from a customer or someone who does, or seeks to do, business with the Company that exceeds a reasonable value or in any event exceeds $1,000, he or she must disclose and report that fact in writing. Employees must report in writing to the General Counsel, and executive officers and directors must report in writing to the Audit Committee of the Board of Directors (the "Audit Committee") or the Audit Committee's designee(s). Any questionable circumstances must be reported to the General Counsel. Actions or acceptance of gifts that are not specifically mentioned above must be reviewed as to intent and purpose. Directors, officers and employees should ask themselves: "If a situation were to be made public, would my conduct be embarrassing or come into question?" If the answer is yes, the conduct should be avoided. The report will be reviewed and a determination made as to the appropriate course of action consistent with the Bank Bribery Law and this Code.

On a case-by-case basis, approval may be granted to accept something of value not otherwise permitted herein, provided that it is in connection with Company business, that a full written disclosure is made of all relevant facts (including, without limitation, the name and relationship of the individual or entity offering the thing of value, the nature and value of the thing of value and the circumstances surrounding the offer), and that such approval be made in writing by the General Counsel (with the authorization of the Chair of the Audit Committee

with respect to receipt of such items of value by executive officers or directors of the Company) and be consistent with the Bank Bribery Law and this Code.

Any person who violates the Bank Bribery Law can be fined the greater of $1,000,000 or three (3) times the value of the thing given, offered, promised, solicited, demanded, accepted or agreed to be accepted, and imprisoned up to 30 years if the gift or thing of value is over $1,000. If the gift or thing of value is not over $1,000, the fine can be up to $1,000 and such violator can imprisoned up to one (1) year.

Any gifts that are not of insignificant value should be returned immediately and reported to your manager. If immediate return is not practical, they should be given to the Company for charitable disposition or such other disposition as the Company, in its sole discretion, believes appropriate. Common sense and moderation should prevail in business entertainment engaged in on behalf of the Company. Directors, officers and employees should provide, or accept, business entertainment to or from anyone doing business with the Company only if the entertainment is infrequent, modest, intended to serve legitimate business goals and in compliance with applicable law.

In addition to the above, you must not offer, give, solicit, or receive any form of bribe or kickback anywhere in the world. The Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules.

Anti-Money Laundering and Economic Sanctions

Money laundering is the process by which criminals attempt to make "dirty" money (derived from unlawful activities) look "clean" (as if from legitimate sources) by moving it through a financial institution.

Economic sanctions are foreign policy tools that impose strict limits on a range of activities, including providing financial services or conducting transactions. They are imposed by governments or international bodies to try to isolate or impede a specified individual, entity or jurisdiction for some specified purpose or activity.

These rules target people such as criminals who engage in activities that harm the Company, its employees and their communities (e.g., human trafficking, corruption, drug trafficking, fraud, wildlife trafficking and financing terrorism), as well as those who threaten national security.

The Company and all of its employees have a role to play in helping to prevent criminals and targets of sanctions from using the Company's products and services. This includes an obligation to know the Company's customers, identify and escalate suspicious activity, and escalate transactions with sanctioned countries, people or businesses.

The Company and all of its employees must comply with anti-money laundering rules and economic sanctions, as the Company and its employees have an important role in allowing investigators to follow the money and to prevent criminals and sanctions targets from being able to access their funds.


While the Company competes vigorously in all of its business activities, its efforts in the marketplace must be conducted in accordance with all applicable antitrust and competition laws, which are intended to maintain free and open competition in the marketplace for the benefit of both businesses and consumers. These laws generally prohibit any kind of agreement, understanding, or arrangement with competitors concerning prices, commission rates, terms and conditions, or other matters of competitive significance. Antitrust and competition laws are complex and cannot be fully described in any code of business conduct. Given the potential complexities of competition laws as applied to particular matters, contact the General Counsel to discuss particular matters.

III. Compliance with Company Policies

Every director, officer and employee is expected to comply with all Company policies and rules as in effect from time to time. You are expected to become familiar with all such policies.

IV. Conflicts of Interest

Directors, officers and employees must refrain from engaging in any activity or having a personal interest that presents a "conflict of interest" and should seek to avoid even the appearance of a conflict of interest. Any position or interest, financial or otherwise, which could materially conflict with your performance as a director, officer or employee of the Company, or which affects or could reasonably be expected to affect your independent judgment concerning transactions between the Company and its clients or competitors or otherwise reflects negatively on the Company, would be considered a conflict of interest.

You should avoid any interests or activities involving another organization or individual that may result in a conflict of interest between the Company and that organization or individual. Employees considering offers of directorship to any outside organization that has, or desires, a business relationship with the Company, or to any institution within the financial industry, must report such offer to the General Counsel. Additionally, directors, officers and employees should attempt to remove themselves from any compromising situations, whether it involves advising the other person or entity or voting on extensions of credit. Decisions regarding the sale or purchase of Company assets and services must be made in the best interests of the Company, with no influence on insiders resulting from gifts, entertainment or gratuities. All directors, officers and employees have the duty to disclose relationships, gifts, compensation or other services that may lead to a possible conflict of interest to the General Counsel.

In addition, all directors and those officers designated by the board of directors of CrossFirst Bank must be familiar with and abide by Regulation O (12 C.F.R. §215) and its requirements regarding extensions of credit to insiders or to their related interests. Directors and officers must take care that their conduct does not violate rules relating to self-dealing and personal gains. At no time are members of this group allowed to take advantage of their position in the Company for personal profit or influence over credit and other decisions with regard to their business or personal interests. Under Regulation O, directors and executive officers are prohibited from being involved in the loan approval process of insiders who may benefit directly or indirectly from the decision to grant credit. This prohibition extends to professional relationships with any company or firm receiving remuneration as a result of the decision to grant credit.

Directors, officers, and employees are encouraged to maintain their bank account(s) at CrossFirst Bank. However, under no circumstances will CrossFirst Bank pay a rate of interest in excess of the rate available to all clients. All applicable fees, including overdraft charges, will be assessed and evaluated in the same manner as any other CrossFirst Bank client.

Employees of the Company must never perform transactions on their own accounts or on the accounts of immediate family members or close friends. Examples of these transactions include, but are not limited to: personal banking transactions, opening of new accounts, transfers (whether paper or electronic-based), loan advances or payments.

Employees are strongly encouraged to participate in community organizations and activities. However, unless otherwise authorized by the Company, these activities should normally be conducted on an individual basis and on the employee's own time, and employees must avoid any unauthorized inference that the Company is endorsing the activities or viewpoints of outside organizations. Employees must recognize that even community, religious, and charitable activities may lead to potential conflicts of interest.

It is your responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest to the General Counsel or, if you are an executive officer or director, to the Audit Committee or the Audit Committee's designee(s) which shall be responsible for determining whether such transaction or relationship constitutes a conflict of interest. Transactions subject to the Company's Related Person Transaction Policy shall remain subject to that policy.

V. Insider Trading

Directors, officers, and employees who have material, non-public information about the Company or other companies, including our suppliers and customers, as a result of their relationship with the Company are prohibited by law and Company policy from trading in securities of the Company or such other companies, as well as from communicating such information to others who might trade on the basis of that information. To help ensure that you do not engage in prohibited insider trading and avoid even the appearance of an improper transaction, the Company has adopted an Insider Trading Policy which is available on the Company's Intranet.

If you are uncertain about the constraints on your purchase or sale of any Company securities or the securities of any other company that you are familiar with by virtue of your relationship with the Company, you should consult with the General Counsel before making any such purchase or sale.

VI. Confidentiality

All information concerning the Company, its clients and depositors is considered confidential and is to be used for Company purposes only. The use of such information for personal, familial or other gain is unethical and illegal under federal and state laws and regulations. Information regarding any business conducted cannot be disclosed to outside individuals (unless authorized by the Company or its clients) and may not be used for personal gain. Any transfers of information regarding client accounts must be strictly information that is available to the public.

In addition, all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Company's business or financial affairs is and shall be the exclusive property of the Company. Directors, officers, and employees must maintain the

confidentiality of such information entrusted to them by the Company or other companies, including our suppliers and customers, except when disclosure is authorized by a manager, legally permitted in connection with reporting illegal activity to the appropriate regulatory authority or otherwise permitted by this Code. Any other disclosure of any such information is prohibited. Additionally, employees should take appropriate precautions to ensure that confidential or sensitive business information, whether it is proprietary to the Company or another company, is not communicated within the Company, except to employees who have a need to know such information to perform their responsibilities for the Company.

Third parties may ask you for information concerning the Company. Subject to the exceptions noted in the preceding paragraph, directors, officers, and employees (other than the Company's authorized spokespersons identified in the Company's Disclosure Policy as described below) must not discuss Company information with, or disseminate Company information to, anyone outside the Company, except as required in the performance of their Company duties and, if appropriate, after a confidentiality agreement is in place. This prohibition applies particularly to inquiries concerning the Company from the media, market professionals (such as securities analysts, institutional investors, investment advisers, brokers, and dealers), and security holders. All responses to inquiries on behalf of the Company must be made only by the Company's authorized spokespersons. The authorized spokespersons are identified in the Company's Disclosure Policy, and include the Chief Executive Officer, the Chief Financial Officer, the General Counsel and the Director of Investor Relations. If you receive any inquiries of this nature, you must decline to comment and refer the inquirer to your manager or one of the Company's authorized spokespersons. The Company's policies with respect to public disclosure of internal matters are described more fully in the Company's Disclosure Policy, which is available on the Company's intranet.

You also must abide by any lawful obligations that you have to any former employer. These obligations may include restrictions on the use and disclosure of a former employer's confidential or proprietary information, restrictions on the solicitation of former colleagues to work at the Company and non-competition obligations.

VII. Honest and Ethical Conduct and Fair Dealing

Directors, officers, and employees should endeavor to deal honestly, ethically, and fairly with the Company's suppliers, customers, competitors, and employees. Statements regarding the Company's products and services must not be untrue, misleading, deceptive, or fraudulent. You must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

VIII. Financial Responsibility, Investments, and Personal Borrowing and Lending

It is the position of the Company that all directors, officers, and employees must conduct their personal financial affairs in a manner that will not adversely reflect on the Company or affect the performance of their assigned duties and responsibilities. Under no circumstances may any individual take advantage of his or her position with the Company to obtain credit, solicit or accept financial or monetary benefits or, in any way, influence the decisions of the Company or its customers for financial gain.

Employees may not personally lend to, or borrow from, other employees or customers. Employees may not borrow from a vendor or customer, except through the use of a customary retail charge account. Employees may borrow from another bank or financial institution, but they may not accept favored treatment that is not extended to other customers of the bank

or financial institution as to interest rate, maturity, security, repayment terms or any other provisions. Employees, their immediate family members, and household members may not pledge Company stock as collateral for their loan. This includes the use of a traditional margin account with a broker dealer.

IX. Discrimination and Harassment

The diversity of the Company's employees is a tremendous asset. The Company is firmly committed to providing equal opportunity in all aspects of hiring and employment and to providing a workplace free of harassment and discrimination based on age, gender, race, disability, ethnicity, national origin, religion, sexual orientation or gender identity, in which our employees are treated fairly and respectfully. . We strive for a workforce that is inclusive and representative of the communities in which we operate.

The Company will not engage in or tolerate the harsh or inhumane treatment, or the threat of any harsh or inhumane treatment, toward employees, including any bullying or harassment, , sexual harassment, or mental or physical coercion. Please see the Company’s Anti-Harassment policy in the Employee Handbook for further guidance.

The Company will not discipline or retaliate against any employee who reports a complaint or concern, made in good faith.

X. Health and Safety and Human Rights

The Company strives to provide each employee with a safe and healthy work environment. Each director, officer and each employee has the responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices, or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in a condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated. Please see the Company’s Safety in the Workplace and Drug and Alcohol policies in the Employee Handbook for further guidance.

The Company is committed to treating every employee with respect and dignity and protecting their human rights. We abide by labor laws and regulations in the regions where we conduct business including those that address child labor, forced labor, equal pay and nondiscrimination in our workforce. We also acknowledge and support the rights of each employee and value an open dialogue with our employees so we may continue to improve their work environment, as well as the extraordinary service we provide our clients. More specifically, the Company opposes and prohibits the use of human trafficking, slavery, slave labor and underage labor. We will not, and we will not knowingly do business with any company that, (i) uses any form of slave, forced, bonded, indentured or involuntary labor, and will comply with laws that prohibit the use thereof, as and when applicable, (ii) engages in human trafficking or exploitation, (iii) imports goods tainted by slavery or human trafficking, (iv) retains employees’ government-issued identification, passports, work permits or other similar personal documentation as a condition of employment; or (v) uses underage labor (as defined by applicable law regulating the minimum legal age to work).

XI. Protection and Proper Use of Corporate Assets

Directors, officers and employees should seek to protect the Company's assets, including its proprietary information. Theft, carelessness and waste have a direct impact on

the Company's financial performance. Directors, officers and employees must use the Company's assets and services solely for legitimate business purposes of the Company and not for any personal benefit or the personal benefit of anyone else. Company computers, servers, equipment, and communication systems (such as email) should be used only for legitimate business purposes, although incidental, personal use is permitted.

Directors, officers and employees must advance the Company's legitimate interests when the opportunity to do so arises. You must not take for yourself (or for the benefit of anyone other than the Company) personal opportunities that are discovered through your position with the Company or the use of property or information of the Company. Directors, officers and employees may not compete with the Company directly or indirectly.

XII. Accuracy of Books and Records and Public Reports

Directors, officers and employees must honestly and accurately report all business transactions. You are responsible for the accuracy of your records and reports. Accurate information is essential to the Company's ability to meet legal and regulatory obligations.

All Company books, records, and accounts shall be maintained in accordance with all applicable regulations and standards and accurately reflect the true nature of the transactions they record. The financial statements of the Company shall conform to generally accepted accounting rules and the Company's accounting policies. No undisclosed or unrecorded account or fund shall be established for any purpose. No false or misleading entries shall be made in the Company's books or records for any reason, and no disbursement of corporate funds or other corporate property shall be made without adequate supporting documentation.

It is the policy of the Company to provide full, fair, accurate, timely, and understandable disclosure in reports and documents filed with, or submitted to, the SEC and in other public communications.

XIII. Concerns Regarding Accounting or Auditing Matters

Employees with concerns regarding questionable accounting or auditing matters or complaints regarding accounting, internal accounting controls, or auditing matters may confidentially, and anonymously if they wish, submit such concerns or complaints in writing or by phone to or (844) 756-5523. All such concerns and complaints will be forwarded to the Audit Committee, unless they are determined to be without merit by the General Counsel. In any event, a summary of all accounting or auditing related complaints and concerns received will be provided to the Audit Committee each fiscal quarter. Any such concerns or complaints may also be communicated, confidentially directly to the Chair of the Audit Committee.

The Audit Committee will evaluate the merits of any accounting or auditing related concerns or complaints received by it and authorize such follow-up actions, if any, as it deems necessary or appropriate to address the substance of the concern or complaint.

The Company will not discipline, discriminate against, or retaliate against any employee who reports a complaint or concern, unless it is determined that the report was made with knowledge that it was false.

XIV. Dealings with Independent Auditors

No director, officer or employee shall, directly or indirectly, make or cause to be made a materially false or misleading statement, or omit any material fact necessary in order to make statements made, in light of the circumstances under which they were made, not misleading, to an accountant in connection with any audit, review, or examination of the Company's financial statements or the preparation or filing of any document or report with the SEC. No director, officer or employee shall, directly or indirectly, take any action to coerce, manipulate, mislead, or fraudulently influence any independent public or certified public accountant engaged in the performance of an audit or review of the Company's financial statements.

XV. Political and Charitable Contributions and Activities

Directors, officers and employees may engage in political and governmental activities as long as they do so in their individual capacities rather than as representatives of the Company. They shall not use the Company's name in connection with any political fund-raising activity or in any printed material for use in political fund-raising activity. Any participation in political and governmental activities must be completely voluntary and done in a matter to avoid any appearance of corporate sponsorship or endorsement in connection with any political election. Any individual director, officer or employee's participation in political and governmental activities shall avoid the appearance of impropriety or any actual impropriety. Personal, voluntary political and governmental activities shall not give the perception nor shall they actually benefit the Company. Directors, officers and employees must obtain approval from the General Counsel before becoming a candidate for public office, accepting any nomination or appointment to a public office or agreeing to serve as a principal officer (such as a campaign manager, chairman or treasurer) in a political campaign. Employees shall not solicit other employees for political contributions or coerce others into contributing to any political campaign or organization.

U.S. federal and state law limits the type and amount of political contributions the Company can make. No political contribution shall be made by the Company, except in accordance with the Company’s Political Contribution Policy.

No charitable contribution shall be made by the Company unless first approved by the Chief Executive Officer, Chief Financial Officer or General Counsel.

XVI. Waivers of this Code of Business Conduct and Ethics

While some of the policies contained in this Code must be strictly adhered to and no exceptions can be allowed, in other cases exceptions may be appropriate. Any employee who believes that a waiver of any of these policies is appropriate in his or her case should first contact his or her immediate manager. If the manager agrees that a waiver is appropriate, the approval of the General Counsel must be obtained. The General Counsel shall be responsible for maintaining a record of all requests by employees for waivers of any of these policies and the disposition of such requests.

Any person who seeks a waiver of any of these policies should contact the Chair of the Audit Committee (if a director or executive officer) or the General Counsel (if any other person). Any waiver of this Code for executive officers or directors, or any change to this Code that applies to executive officers or directors, may be made only by the Board of Directors upon recommendation of the Audit Committee and will be disclosed as required by law or stock exchange regulation.

XVII. Reporting and Compliance Procedures

Every director and officer and each employee has the responsibility to ask questions, seek guidance, report suspected violations, and express concerns regarding compliance with this Code. Any director, officer or employee who knows or believes that any other employee or representative of the Company has engaged or is engaging in Company-related conduct that violates applicable law or this Code should report such information to his or her manager or to the General Counsel, as described below. You may report such conduct openly or anonymously without fear of retaliation. The Company will not discipline, discriminate against, or retaliate against any employee who reports such conduct, unless it is determined that the report was made with knowledge that it was false, nor will they discipline, discriminate against or retaliate against anyone who cooperates in any investigation or inquiry regarding such conduct. Any manager who receives a report of a violation of this Code must immediately inform the General Counsel or the Chief Human Resources Officer, as appropriate.

You may report violations of this Code, on a confidential or anonymous basis, by mail or online through the Ethics Point web portal. In addition, the Company has established a toll-free telephone number of (844) 756-5523 where you can report any violation or suspected violation of this Code. While we prefer that you identify yourself when reporting violations so that we may follow up with you, as necessary, for additional information, you may make reports anonymously if you wish.

If the General Counsel receives information regarding an alleged violation of this Code, he or she shall, as appropriate, (a) evaluate such information, (b) if the alleged violation involves an officer or a director, inform the Audit Committee of the alleged violation, (c) determine whether it is necessary to conduct an informal inquiry or a formal investigation and, if so, initiate such inquiry or investigation with the appropriate party and (d) report the results of any such inquiry or investigation, together with a recommendation as to disposition of the matter, to the Chief Executive Officer for action, or if the alleged violation involves an officer or a director, report the results of any such inquiry or investigation to the Audit Committee. Directors, officers and employees are expected to cooperate fully with any inquiry or investigation by the Company regarding an alleged violation of this Code. Failure to cooperate with any such inquiry or investigation may result in disciplinary action, up to and including termination. The Company will not discipline, discriminate against, or retaliate against any employee who cooperates with the inquiry or investigation.

The Company shall determine whether violations of this Code have occurred and, if so, shall determine the disciplinary measures to be taken against any employee who has violated this Code. In the event that the alleged violation involves an officer or a director, the Audit Committee shall determine whether a violation of this Code has occurred, and, if so, shall determine the disciplinary measures to be taken against such officer or director.

Failure to comply with the standards outlined in this Code will result in disciplinary action including, but not limited to, reprimands, warnings, probation, suspension without pay, demotions, reductions in salary, termination, and restitution. Certain violations of this Code may require the Company to refer the matter to the appropriate governmental or regulatory authorities for investigation or prosecution. Moreover, any manager who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not immediately report it, will also be subject to disciplinary action, up to and including termination.

While it is the Company's desire to address matters internally, nothing in this Code prohibits you from reporting any illegal activity, including any violation of the securities laws,

banking laws, antitrust laws, environmental laws, or any other federal, state, or foreign law, rule, or regulation, to the appropriate regulatory authority. Directors, officers, and employees shall not terminate, demote, suspend, threaten, harass, or in any other manner discriminate or retaliate against an employee because he or she reports any such violation. However, if the report was made with knowledge that it was false, the Company may take appropriate disciplinary action up to and including termination. This Code should not be construed to prohibit you from engaging in concerted activity or any discussions or communications protected by the rules and regulations of the National Labor Relations Board, from making disclosures permitted by the Defend Trade Secrets Act or from testifying, participating or otherwise assisting in any state or federal administrative, judicial, or legislative proceeding or investigation.

XVIII. Administration, Implementation, Dissemination, and Amendment

The Board of Directors, through the Audit Committee, will help ensure that this Code is properly administered. The General Counsel is responsible for the implementation of this Code. The Corporate Governance and Nominating Committee will periodically review this Code and make recommendations to the Board of Directors regarding appropriate changes. The General Counsel may also implement further compliance measures in furtherance of the objectives of the Code, including, but not limited to, periodic or continuing compliance training and compliance risk assessments.

This Code shall be distributed to each new director, officer and employee of the Company upon commencement of his or her employment or other relationship with the Company and shall also be distributed annually to each director, officer and employee of the Company. Each director, officer and employee shall certify that he or she has received, read, and understood the Code and has and will comply with its terms.

The Company reserves the right to amend, alter, or terminate this Code at any time for any reason. The most current version of this Code is available on the Company's website and Intranet. The Company shall state in its annual proxy statement that this Code is available on the Company's website and provide the website address.

This document is not an employment contract between the Company and any of its directors, officers or employees.

July 20, 2023