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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
10-Q/A
 
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
 
OF 1934
 
For the quarterly period ended
September 30, 2021
 
or
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
 
OF 1934
For the transition period from ______ to
 
______
Commission file number
001-39028
 
CROSSFIRST BANKSHARES, INC.
 
(Exact Name of Registrant as Specified in its Charter)
Kansas
26-3212879
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
11440 Tomahawk Creek Parkway
Leawood
,
KS
66211
(Address of principal executive offices)
(Zip Code)
(
913
)
312-6822
 
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.01 per share
CFB
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section
 
13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
 
Yes
 
 
No
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required
 
to be submitted pursuant to
Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period
 
that the registrant
was required to submit such files).
 
Yes
 
 
No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section
 
13(a) of the Exchange Act.
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
 
 
No
 
As of November 1, 2021, the registrant had
50,918,788
 
shares of common stock, par value $0.01, outstanding.
 
 
EXPLANATORY NOTE
CrossFirst Bankshares, Inc. (the “Company”) is filing this Amendment No. 1 (the Amendment”) on Form 10-Q/A to amend its Quarterly
Report on Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 2,
2021 (the “Original 10-Q”), for the purpose of filing revised versions of Exhibits 31.1 and 31.2 filed with the Original 10-Q.
We are filing revised exhibits solely in order to include in the certifications set forth in the Exhibits the language added to the introductory
portion of paragraph 4 and the language of revised paragraph 4(b), which language was inadvertently omitted from the certifications when
originally filed. The Amendment does not reflect events occurring after the date of the filing of the Original 10-Q or modify or update any
of the other disclosures contained therein in any way. Accordingly, the Amendment should be read in conjunction with the Original 10-Q.
The Amendment consists solely of the preceding cover page, this explanatory note, the exhibit index for the Amendment, the signature
page and paragraphs 1, 2, 4 and 5 of each of the revised certifications filed as exhibits to the Amendment.
 
 
PART II – OTHER INFORMATION
ITEM 6. EXHIBITS
 
The exhibits listed in the exhibit index below are filed with this Amendment No. 1 to Quarterly Report on Form 10-
Q/A.
Exhibit
Number
Exhibit Description
104*
Cover Page Interactive Data File (formation in Inline XBRL and contained in Exhibit
 
101)
* Filed herewith
 
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
CrossFirst Bankshares Inc.
April 12, 2022
/s/ Benjamin R. Clouse
 
Benjamin R. Clouse
 
Chief Financial Officer
 
(Principal Financial Officer and Principal Accounting Officer)
 
q22021exhibit311
 
 
 
Certification of Chief Executive Officer
Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
 
Section 302 of the Sarbanes-Oxley Act of 2002
I, Michael J. Maddox, certify that:
1.
 
I have reviewed this quarterly report on Form 10-Q/A of CrossFirst Bankshares, Inc.;
2.
 
Based on my knowledge, this report does not contain any untrue statement of
 
a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under
 
which such statements were made, not
misleading with respect to the period covered by this report;
3.
 
[intentionally omitted];
4.
 
The registrant’s other certifying
 
officer and I are responsible for establishing and maintaining
 
disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
 
and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure
 
controls and procedures to be
designed under our supervision, to ensure that material information relating
 
to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly
 
during the period in
which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such
 
internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance
 
regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance
 
with generally
accepted accounting principles;
 
c)
Evaluated the effectiveness of the registrant’s
 
disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and
 
procedures, as of the end of the period
covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s
 
internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter
 
(the registrant’s fourth fiscal quarter in the case of
 
an annual
report) that has materially affected, or is reasonably likely to materially affect,
 
the registrant’s internal control
over financial reporting; and;
5.
 
The registrant’s other certifying officer and I have disclosed, based on our
 
most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s
 
board of directors (or persons
performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of
 
internal control over financial
reporting which are reasonably likely to adversely affect
 
the registrant’s ability to record, process,
 
summarize
and report financial information; and
b)
Any fraud, whether or not material, that involves management or other
 
employees who have a significant role
in the registrant’s internal control
 
over financial reporting.
 
Date: April 11, 2022
 
/s/ Michael J. Maddox
Michael J. Maddox
Chief Executive Officer
(Principal Executive Officer)
q22021exhibit312
 
 
 
Certification of Chief Financial Officer
Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Benjamin R. Clouse, certify that:
1.
 
I have reviewed this quarterly report on Form 10-Q/A of CrossFirst Bankshares, Inc.;
2.
 
Based on my knowledge, this report does not contain any untrue statement of
 
a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under
 
which such statements were made, not
misleading with respect to the period covered by this report;
3.
 
[intentionally omitted];
4.
 
The registrant’s other certifying
 
officer and I are responsible for establishing and maintaining
 
disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
 
and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure
 
controls and procedures to be
designed under our supervision, to ensure that material information relating
 
to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
 
particularly during the period in
which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such
 
internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance
 
regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance
 
with generally
accepted accounting principles;
 
c)
Evaluated the effectiveness of the registrant’s
 
disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and
 
procedures, as of the end of the period
covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s
 
internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter
 
(the registrant’s fourth fiscal quarter in the case of
 
an annual
report) that has materially affected, or is reasonably likely to materially affect,
 
the registrant’s internal control
over financial reporting; and;
5.
 
The registrant’s other certifying officer and I have disclosed, based on our
 
most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of
 
the registrant’s board of directors (or persons
performing the equivalent functions):
(a)
 
All significant deficiencies and material
 
weaknesses in the
 
design or operation of
 
internal control over financial
reporting which are
 
reasonably likely to
 
adversely affect the registrant’s
 
ability to record, process,
 
summarize
and report financial information; and
(b)
 
Any fraud, whether or not material, that
 
involves management or other employees who
 
have a significant role
in the registrant’s internal control over financial reporting.
 
Date:
 
April 11, 2022
 
/s/ Benjamin R. Clouse
Benjamin R. Clouse
Chief Financial Officer
(Principal Financial Officer)