联信银行美股招股说明书(2025-08-05版)

16,000,000 Depositary Shares, Each Representing a 1/40thInterest in a Share of 6.875% Fixed-Rate ResetNon-CumulativePerpetual Preferred Stock, Series B We are offering 16,000,000 depositary shares, each representing a 1/40th ownership interest in a share of 6.875% Fixed-Rate ResetNon-CumulativePerpetual Preferred Stock, SeriesB, without par value, with a liquidation preference of $1,000 per share (equivalent to $25 per depositary share) (the “Series B Preferred Stock”). The depositary shares are represented bydepositary receipts. As a holder of depositary shares, you will be entitled to all proportional rights and preferences of the Series BPreferred Stock (including dividend, voting, redemption andliquidation rights). You must exercise such rights through the depositary. We will pay dividends on the Series B Preferred Stock, when, as, and if declared by our board of directors or a duly authorized committee of our board of directors. Dividends willaccrue on anon-cumulativebasis and will be payable quarterly in arrears on the 1stday of January, April, July and October of each year, commencing on January1, 2026 (long first dividendperiod). Dividends will accrue (i)from the date of original issue to, but excluding, October1, 2030 at a fixed rate per annum of 6.875%, and (ii)from, and including, October1,2030, duringeach reset period, at a rate per annum equal to the five-year treasury rate as of the most recent reset determination date (as described elsewhere in this prospectus supplement) plus 3.125%.Payment of dividends on the Series B Preferred Stock is subject to certain legal, regulatory and other restrictions as described elsewhere in this prospectus supplement. Dividends on the Series B Preferred Stock will not be cumulative. If our board of directors or a duly authorized committee of our board of directors does not declare a dividend on theSeries B Preferred Stock in respect of a dividend period, then no dividend will be deemed to have accrued for such dividend period, be payable on the applicable dividend payment date (asdefined below), or be cumulative, and we will have no obligation to pay any dividend for that dividend period to the holders of Series B Preferred Stock, including the depositary, and norelated distribution will be made on the depositary shares, whether or not our board of directors or a duly authorized committee of our board of directors declares a dividend on the Series BPreferred Stock for any future dividend period. We may redeem the Series B Preferred Stock at our option: •in whole or in part, from time to time, on any dividend payment date on or after the First Reset Date (as defined below) at a redemption price equal to $1,000 per share(equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends; or•in whole but not in part, at any time within 90 days following a regulatory capital treatment event (as defined herein), at a redemption price equal to $1,000 per share (equivalentto $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends.The Series B Preferred Stock will not have any voting rights, except as set forth under “Description of the Series B Preferred Stock—Voting Rights” on pageS-27. Neither the depositary shares nor the Series B Preferred Stock will be insured by the Federal Deposit Insurance Corporation (the “FDIC”) or any other governmental agency orinstrumentality. Neither the depositary shares nor the Series B Preferred Stock will be savings accounts, deposits or other obligations of any bank. We intend to apply to list the depositary shares on the New York Stock Exchange (the “NYSE”) under the symbol “CMA PrB.” If approved for listing, we expect trading of thedepositary shares on the NYSE to commence within 30 days after we issue the depositary shares. Investing in the depositary shares involves risks. See “Risk Factors” beginning on pageS-12and the risk factors in the documentsincorporated by reference in this prospectus supplement and the accompanying prospectus to read about factors you should consider beforebuying the depositary shares. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of the depositary shares or passed upon theadequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. PerDepositaryShareTotalPublic offering price(1)$25.0000$400,000,000.00Underwriting discount(2)$0.3736(3)$5,978,000.00Proceeds, before expenses$24.6264(3)$394,022,000.00 (1)The public offering price does not include dividends, if any, that may be declared. Dividends, if declared, will be calculated from the date of initial issuance, which is expected tobeAugust 11, 2025.(2)Reflects 12,320,000 depositary shares sold to institutional investors, for which the underwriters receive an underwriting