BankGuam Holding Company announced that it has entered into a subordinated note purchase agreement with accredited investors for private placement of 4.75% fixed-to-floating rate subordinated notes due July 1, 2031 for gross proceeds of $20,000,000 on June 29, 2021. The notes have a ten-year term and, from and including the date of issuance to but excluding July 1, 2026, will bear interest at a fixed annual rate of 4.75%, payable semi-annually in arrears. The Notes are not subject to any sinking fund and are not convertible into or exchangeable for any other securities or assets of the Company or any of its subsidiaries. The notes are not subject to redemption at the option of the holder. Principal and interest on the notes are subject to acceleration only in limited circumstances. The notes are unsecured, subordinated obligations of the company only and are not obligations of, and are not guaranteed by, any subsidiary of the company. The notes rank junior in right to payment to the Company’s current and future senior indebtedness. The notes are intended to qualify as Tier 2 capital for regulatory capital purposes for the company. The notes are not redeemable by the company prior to the fifth anniversary of the notes. From and including June 30, 2024 to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an interest rate per annum equal to the then-current three-month average Secured Overnight Financing Rate plus 413 basis points, payable quarterly in arrears. The notes are redeemable, in whole or in part, on or after July 1, 2026, and at any time upon the occurrence of certain events. Any redemption by the company would be at a redemption price equal to 100% of the principal amount of the notes being redeemed, together with any accrued and unpaid interest on the notes being redeemed to but excluding the date of redemption. The agreement contains certain customary representations, warranties and covenants made by the company, on the one hand, and the investors, severally and not jointly, on the other hand. The company issued securities under section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.