What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2022-03-31 compared with 2021-03-23 · 178 added, 202 removed, 1452 unchanged (21% of the section changed)

2 unchanged sentences

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm – Moss Adams LLP

Report of Independent Registered Public Accounting Firm – Moss Adams LLP (PCAOB ID 659 )

Consolidated Financial Statements

25 unchanged sentences

/s/ Moss Adams LLP

Los Angeles, California

Sacramento, California

March 31, 2022

12 unchanged sentences

Loans held for sale

Loans, net of allowance for loan losses of $ 17,500 and $ 7,400 at December 31, 2020 and 2019, respectively

Loans, net of allowance for loan losses of $ 17,700 at December 31, 2021 and $ 17,500 December 31, 2020

Premises and equipment, net

Other real estate owned ("OREO")

Core deposit intangible

Core deposit intangible, net

Cash surrender value of bank owned life insurance ("BOLI") policies, net

Right-of-use assets ("ROU")

Right-of-use assets ("ROU"), net

Interest receivable and other assets

12 unchanged sentences

10,000,000 shares authorized;

no shares issued and outstanding at both December 31, 2020 and 2019

no shares issued and outstanding at both December 31, 2021 and December 31, 2020

Common stock, no par value;

100,000,000 shares authorized;

11,295,397 and 12,444,632 shares issued and outstanding at December 31, 2020 and 2019, respectively

10,680,386 and 11,295,397 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively

Additional paid in capital

26 unchanged sentences

Gain on sale of premises

Income on investment in SBIC fund

Income on investment in Small Business Investment Company (“SBIC”) fund

Gain on sale of OREO

Other income and fees

19 unchanged sentences

Other comprehensive income:

Change in unrealized gain on available-for-sale securities

Deferred tax (expense) benefit

Other comprehensive income (loss), net of tax

Change in unrealized (loss) gain on available-for-sale securities

Deferred tax benefit (expense)

Other comprehensive (loss)/income, net of tax

Total comprehensive income

8 unchanged sentences

Balance, January 1, 2019

Other comprehensive loss, net

Restricted stock granted

Stock based compensation

Initial public offering ("IPO"), net

Balance, December 31, 2018

Other comprehensive income, net

11 unchanged sentences

Balance, December 31, 2020

Other comprehensive loss, net

Restricted stock granted

Restricted stock forfeited

Stock based compensation

Repurchase of shares

Balance, December 31, 2021

The accompanying notes are an integral part of the consolidated financial statements.

9 unchanged sentences

Gain on sale of loans

Gain on sale of securities

Proceeds from sale of loans

2 unchanged sentences

Gain on sale of OREO

Loss on impairment of building held for sale

Accretion on junior subordinated debentures

4 unchanged sentences

Stock based compensation expense

Increase (decrease) in deferred loan origination fees, net

(Decrease) increase in deferred loan origination fees, net

Increase in interest receivable and other assets

Increase (decrease) in salary continuation plan, net

(Decrease) increase in interest payable and other liabilities

Increase in salary continuation plan, net

Increase (decrease) in interest payable and other liabilities

Net cash provided by operating activities

6 unchanged sentences

Purchase of Federal Reserve Bank stock

(Increase) decrease in loans, net

Proceeds from death benefits on BOLI investments

Increase in loans, net

Proceeds from sale of premises

1 unchanged sentence

Purchase of equipment and leasehold improvements, net

Net cash (paid out) received from acquisitions

Net cash (used in) provided by investing activities

Net cash paid out for acquisitions

Net cash used in investing activities

The accompanying notes are an integral part of the consolidated financial statements.

4 unchanged sentences

Cash flows from financing activities:

Increase in noninterest and interest bearing deposits, net

Decrease in time deposits, net

Increase in noninterest and interest bearing deposits in banks, net

Increase (decrease) in time deposits, net

Repayment of junior subordinated debentures

5 unchanged sentences

Repurchase of common stock

Proceeds from initial public offering, net

Net cash provided by (used in) financing activities

Increase (decrease) in cash and cash equivalents

Net cash provided by financing activities

Increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

5 unchanged sentences

Non-cash investing and financing activities:

Change in unrealized gain on available-for-sale securities, net of tax

Change in unrealized (loss) gain on available-for-sale securities, net of tax

Transfer of loans to other real estate owned

14 unchanged sentences

The Bank provides a broad range of financial services primarily to local small and mid-sized businesses, service professionals and individuals through its 33 full-service banking branches.

The main office is located in Walnut Creek, California and branch offices are located in Oakland, Castro Valley, Mountain View, Napa, Stockton (2) , Pleasanton, Livermore, San Jose, Long Beach, Sacramento, San Francisco, Buena Park, Los Angeles, and Garden Grove, California, and Seattle, Washington ( 2 ), New Mexico ( 5 ) and Colorado ( 11 ).

The main office is located in Walnut Creek, California and branch offices are located in Oakland, Castro Valley, Mountain View, Stockton, Pleasanton, Livermore, San Jose, Long Beach, Sacramento, San Francisco, Buena Park, Los Angeles, and Garden Grove, Waterloo, California, and Seattle, Washington ( 2 ), New Mexico ( 5 ) and Colorado ( 11 ).

The Company is subject to regulation by the Board of Governors of the Federal Reserve System (“Federal Reserve”).

28 unchanged sentences

On May 24, 2019 , the Company acquired all of the assets and assumed all of the liabilities of Uniti Financial Corporation (“UFC”) and its subsidiary, Uniti Bank, under a Merger and Plan of Reorganization dated December 7, 2018 .

On November 30, 2018 , the Company acquired all of the assets and assumed all of the liabilities of Bethlehem Financial Corporation (“BFC”) and its subsidiary, MyBank, under a Merger and Plan of Reorganization dated August 10, 2018 .

The acquired assets and assumed liabilities, both tangible and intangible for all acquisitions were measured at estimated fair values, as required by the acquisition method of accounting for business combinations Financial Accounting Standards Board (“FASB”) ASC 805, Business Combinations.

9 unchanged sentences

The Company places these deposits with major financial institutions and management monitors the financial condition of these institutions and believes the risk of loss to be minimal.

At December 31, 2020 and 2019, the Company held interest bearing money market accounts in these financial institutions totaling $ 20.0 million and $ 42.0 million, with a yield of 0.25 % and 2.50 %, respectively.

At December 31, 2021, the Company did not hold interest bearing money market accounts in these financial institutions.

At December 31, 2020, the Company held interest bearing money market accounts in these financial institutions totaling $ 20.0 million, with a yield of 0.25 % .

Interest Bearing Deposits in Banks

7 unchanged sentences

The amortization of premiums and accretion of discounts are recognized as adjustments to interest income over the period to maturity.

Investments with fair values that are less than amortized costs are considered impaired.

Impairment may result from either a decline in the financial condition of the issuing entity or in the case of fixed interest rate investments, from rising interest rates.

At each financial statement date management assesses each investment to determine if impaired

BAYCOM CORP AND SUBSIDIARY

1 unchanged sentence

(Tables in thousands, except for share and per share data)

Investments with fair values that are less than amortized costs are considered impaired.

Impairment may result from either a decline in the financial condition of the issuing entity or in the case of fixed interest rate investments, from rising interest rates.

At each financial statement date management assesses each investment to determine if impaired investments are temporarily impaired or if the impairment is other than temporary.

investments are temporarily impaired or if the impairment is other than temporary.

This assessment includes a determination of whether the Company intends to sell the security, or it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis less any current-period credit losses.

25 unchanged sentences

The Paycheck Protection Program (“PPP”), established by the Coronavirus Aid, Relief, and Economic Security Act of 2020 ("CARES Act") and implemented by the U.S.

Small Business Administration (“SBA”), provided the Bank

Small Business Administration (“SBA”), provided the Bank with delegated authority to process and originate PPP loans.

When certain criteria are met, PPP loans are subject to forgiveness and the Bank will receive payment of the forgiveness amount from the SBA.

PPP loans have a contractual term of two or five years and provide borrowers with an automatic payment deferral of principal and interest.

BAYCOM CORP AND SUBSIDIARY

1 unchanged sentence

(Tables in thousands, except for share and per share data)

with delegated authority to process and originate PPP loans.

When certain criteria are met, PPP loans are subject to forgiveness and the Bank will receive payment of the forgiveness amount from the SBA.

PPP loans have a contractual term of two or five years and provide borrowers with an automatic payment deferral of principal and interest.

PPP processing fees are deferred and recognized into interest income on straight line basis over the contractual life of the loans, but may be accelerated upon forgiveness or prepayment.

processing fees are deferred and recognized into interest income on straight line basis over the contractual life of the loans, but may be accelerated upon forgiveness or prepayment.

Loans Purchased

From time to time, the Bank may purchase whole-loans including multi-family residential, single-family residential and commercial and industrial loans that were not acquired in bank acquisitions.

As of December 31, 2020 and 2019, purchased loans outstanding totaled $ 188.3 million and $ 141.6 million respectively.

Purchase premiums remaining on the purchased loans totaled $ 1.8 million and $ 2.0 million at December 31, 2020 and 2019, respectively.

As of December 31, 2021 and 2020, purchased loans outstanding of collection totaled $ 145.4 million and $ 188.3 million respectively.

Purchase premiums remaining on the purchased loans totaled $ 533,000 and $ 1.8 million at December 31, 2021 and 2020, respectively.

The purchased loans consist of adjustable rate multi-family residential mortgages on properties within the Company’s markets and adjustable rate commercial and industrial loans both inside and outside the Company’s markets.

2 unchanged sentences

At December 31, 2021 and 2020, none of the purchased loans were past due 30 days or more.

At December 31, 2020 and 2019, the Company has allocated approximately $ 2.1 million and $ 597,000 , respectively, of the allowance for loan losses to the purchased loans.

At December 31, 2021 and 2020, the Company has allocated approximately $ 1.5 million and $ 2.1 million, respectively, of the allowance for loan losses to the purchased loans.

These loans are reserved for under the Company’s general allowance component.

The increase in the reserves is consistent with the overall increase in allowance for loan losses during the year.

The decrease in the reserves is consistent with the decrease in balance of purchased loans outstanding of collection at December 31, 2021.

Purchased Credit Impaired Loans

11 unchanged sentences

Other loan fees and charges which represent income from delinquent payment charges, and miscellaneous loan or letter of credit services, are recognized as noninterest income when collected.

Salaries, employee benefits and other expenses totaling $ 1.0 million were deferred as loan origination costs for both years ended December 31, 2020 and 2019.

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

Salaries, employee benefits and other expenses totaling $ 2.0 million and $ 1.0 million were deferred as loan origination costs for the years ended December 31, 2021 and 2020, respectively.

Allowance for Loan Losses

1 unchanged sentence

Periodically, the Company charges current earnings with provisions for estimated probable losses of loans receivable.

The provision or adjustment takes into consideration the adequacy of the total allowance for loan losses giving due consideration to specifically identified problem loans, the financial condition of the borrower, fair value of the underlying collateral, recourse provisions, prevailing economic conditions, and other factors.

The provision or adjustment takes into

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

consideration the adequacy of the total allowance for loan losses giving due consideration to specifically identified problem loans, the financial condition of the borrower, fair value of the underlying collateral, recourse provisions, prevailing economic conditions, and other factors.

Additional consideration is given to the Company’s historical loan loss experience relative to the Company’s loan portfolio concentrations related to industry, collateral and geography.

23 unchanged sentences

Substandard loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged.

Loans classified Substandard must have a well-defined weakness or weaknesses that jeopardize the

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

liquidation of the debt.

Loans classified Substandard must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt.

Loans are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

1 unchanged sentence

A loan can be fully and adequately secured and still be considered Substandard.

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

Some characteristics of Substandard loans are:

71 unchanged sentences

Servicing assets, included in interest receivable and other assets in the consolidated statements of financial condition, totaled $ 1.9 million and $ 1.8 million as of December 31, 2021 and 2020, respectively.

Total servicing liabilities, included in interest payable and other liabilities on the consolidated balance sheets, were $ 26,000 and $ 104,000 as of December 31, 2020 and 2019, respectively.

There were no servicing liabilities, included in interest payable and other liabilities on the consolidated balance sheets, as of December 31, 2021 and $ 26,000 as of December 31, 2020.

In connection with the sale of the Company’s SBA loans, the Company recognizes servicing assets when servicing rights are retained.

36 unchanged sentences

The Company records revenue from contracts with clients in accordance with Accounting Standards Codification Topic 606, “Revenue from Contracts with Clients” (“Topic 606”).

Under Topic 606, the Company must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the Company satisfies a performance obligation.

Under Topic 606, the Company must identify the contract with a client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the Company satisfies a performance obligation.

Most of our revenue-generating transactions are not subject to Topic 606, including revenue generated from financial instruments, such as our loans and investment securities.

13 unchanged sentences

The performance obligation is satisfied and the fees are recognized on a monthly basis as the service period is completed.

Transaction-based fees on deposit accounts are charged to deposit clients for specific services provided to the customer, such as non-sufficient funds fees, overdraft fees, and wire fees.

The performance obligation is completed as the transaction occurs and the fees are recognized at the time each specific service is provided to the customer.

Transaction-based fees on deposit accounts are charged to deposit clients for specific services provided to the client, such as non-sufficient funds fees, overdraft fees, and wire fees.

The performance obligation is completed as the transaction occurs and the fees are recognized at the time each specific service is provided to the client.

Debit and ATM interchange fee income and expenses

31 unchanged sentences

Repurchase of Common Stock

On December 15, 2021, the Company announced that its Board of Directors approved a stock repurchase program for the repurchase of up to 747,000 shares of its common stock, or approximately 7 % of its outstanding shares, over a one-year period through open market purchases, privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934.

This was the fifth stock repurchase plan since October 2019.

On February 22, 2021, the Company announced that its Board of Directors approved a stock repurchase program for the repurchase of up to 560,000 shares of its common stock, or approximately 5 % of its outstanding shares, over a one-year period through open market purchases, privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934.

This is the fourth stock repurchase plan since October 2019.

This was the fourth stock repurchase plan since October 2019.

During the year ended December 31, 2021, the Company, utilizing the two above referenced plans, repurchased a total of 648,734 shares of the Company’s common stock.

As of December 31, 2021, 742,532 shares of Company common stock remained available for future purchases under the December 2021 stock repurchase plan.

The first three stock repurchase plans, announced by the Company in October 2019, March 2020 and October 2020 authorized the repurchase of a total of 1,854,922 shares.

During the year ended December 31, 2020, the Company, utilizing the three above referenced plans, repurchased a total of 1,276,869 shares.

As of December 31, 2020, 84,266 shares remained available for future purchases under the October 2020 stock repurchase plan.

During the year ended December 31, 2019, the Company repurchased a total of 493,787 shares.

During the year end December 31, 2020, the Company repurchased a total of 1,276,869 shares under these plans.

Comprehensive Income (Loss)

5 unchanged sentences

It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits, if any, will not have a material adverse effect on the financial position of the Company.

Recent Accounting Pronouncements Adopted in 2020

In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2017-04, Intangibles – Goodwill and Other (Topic 350):

Simplifying the Accounting for Goodwill Impairment.

This guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation, and goodwill impairment will simply be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

All other goodwill impairment guidance will remain largely unchanged.

Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary.

The amendments in this ASU are required for public business entities and other entities that have goodwill reported in their financial statements and have not elected the private company alternative for the subsequent measurement of goodwill.

The Company adopted this ASU on January 1, 2020 , with no material impact on its consolidated financial statements .

Recent Accounting Pronouncements Adopted

In December 2019, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes.

ASU 2019-12 provides that state franchise or similar taxes that are based, at least in part on an entity’s income, be included in an entity’s income tax recognized as income-based taxes.

The ASU further clarifies that the effect of any change in tax laws or rates used in the computation of the annual effective tax rate are required to be reflected in the first interim period that includes the enactment date of the legislation.

Technical changes to eliminate exceptions to Topic 740 related to intra-period tax allocations for entities with losses from continuing operations, deferred tax liabilities related to change in ownership of foreign entities, and interim-period tax allocations for businesses with losses where the losses are expected to be

BAYCOM CORP AND SUBSIDIARY

1 unchanged sentence

(Tables in thousands, except for share and per share data)

In August 2018, the FASB issued ASU No.

2018-13, Fair Value Measurement (Topic 820):

Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement .

This ASU contains some technical adjustments related to the fair value disclosure requirements of public companies.

Included in this ASU is the additional disclosure requirement of unrealized gains and losses for the period in recurring level 3 fair value disclosures and the range and weighted average of significant unobservable inputs, among other technical changes.

The Company adopted ASU 2018-13 on January 1, 2020 .

The Company adopted ASU 2019-12 on December 15, 2020 .

The adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial statements.

In March 2019, the FASB issued ASU No.

2019-01, Leases (Topic 842) - Codification Improvements.

The changes in this amendment include:

(1) determining the fair value of the underlying asset by lessors that are not manufacturers or dealers;

(2) presentation on the statement of cash flows – sales types and direct financing leases;

and (3) transition disclosures related to Topic 250, Accounting Changes and Error Corrections.

This ASU specifically provides an exception to the paragraph 250-10-50-3 that would otherwise have required interim disclosures in the period an accounting change including the effect of that change on income from continuing operations, net income, any other financial statement line item, and any affected per share amounts.

For items 1 and 2, this ASU is effective for fiscal and interim periods beginning after December 15, 2020.

Item 3 does not have an effective date because the amendments related to transition disclosures are included in Topic 842.

The Company adopted ASU 2019-01 on January 1, 2020 .

In October 2020, the FASB issued ASU 2020-08, “Receivables – Nonrefundable Fees and Other Costs” (ASU 2020-08”).

ASU 2020-08 clarifies that the Company should reevaluate whether a callable debt security is within the scope of paragraph 310-20-35-33 for each reporting period.

The Company adopted ASU 2020-08 on December 15, 2020 .

The adoption of ASU 2020-08 did not have a material impact on the Company’s consolidated financial statements.

21 unchanged sentences

The amendments in these ASUs are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted for smaller reporting companies, such as the Company.

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., modified retrospective approach).

Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (i.e., modified retrospective approach).

The Company is reviewing the requirements of these ASUs and expects to begin developing and implementing processes and procedures to ensure it is fully compliant with the amendments at the adoption date.

2 unchanged sentences

however, the Company is still in the process of determining the magnitude of the change and its impact on the Company's consolidated financial statements .

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes .

ASU 2019-12 provides that state franchise or similar taxes that are based, at least in part on an entity’s income, be included in an entity’s income tax recognized as income-based taxes.

The amendments in ASU 2019-12 are effective for public business entities with fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020.

The Company does not expect ASU 2019-12 to have a material impact on its consolidated financial statement.

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

In March 2020, the FASB issued ASU No.

3 unchanged sentences

The ASU permits an entity to make necessary modifications to eligible contracts or transactions without requiring contract remeasurement or reassessment of a previous accounting determination.

This ASU is effective for all entities as of March 12, 2020 through December 31, 2022.

The Company does not expect the adoption of ASU 2020-04 to have a material impact on its consolidated financial statements.

In October 2020, the FASB issued ASU 2020-08, “Receivables – Nonrefundable Fees and Other Costs” (“ASU 2020-08”).

ASU 2020-08 clarifies that the Company should reevaluate whether a callable debt security is within the scope of paragraph 310-20-35-33 for each reporting period.

ASU 2020-08 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

The Company does not expect the adoption of ASU 2020-08 to have a material impact on its consolidated financial statements.

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

In January 2021, ASU 2021-01 updated amendments in the new ASU to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform.

Amendments in this ASU to the expedients and exceptions in Topic 848 capture the incremental consequences of the scope clarification and tailor the existing guidance to derivative basis.

The amendments in this ASU have differing effective dates, beginning with an interim period including and subsequent to March 12, 2020 through December 31, 2022.

The Company does not expect the adoption of ASU 2020-04 to have a material impact on its consolidated financial statement

Recent Events

The CARES Act, signed into law on March 27, 2020 also provided guidance around the modification of loans as a result of the COVID-19 pandemic, providing, among other criteria, that modifications made between March 1, 2020, and the earlier of December 31, 2020, or 60 days after the COVID-19 national emergency is terminated, on a good faith basis to borrowers who were current as of December 31, 2019, are exempt from accounting requirements for TDRs.

This includes modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment.

On April 7, 2020, the federal banking regulators issued a revised interagency statement on loan modifications and the reporting for financial institutions working with customers affected by the COVID-19 pandemic ("Interagency Statement").

The Interagency Statement confirmed that COVID-19 related short-term loan modifications (e.g., payment deferrals of six months or less) provided to borrowers that were current (less than 30 days past due) at the time the relief was granted are not TDR loans.

Borrowers that do not meet the criteria in the CARES Act or the Interagency Statement are assessed for TDR loan classification in accordance with the Company’s accounting policies.

As of December 31, 2020, the amount of portfolio loans remaining under payment/relief agreements totaled $ 66.7 million.

On March 22, 2020, the Interagency Statement was issued by our banking regulators that encourages financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of COVID-19.

Additionally, Section 4013 of the CARES Act further provides that a qualified loan modification is exempt by law from classification as a TDR as defined by GAAP, from the period beginning March 1, 2020 until the earlier of December 31, 2020 or the date that is 60 days after the date on which the national emergency concerning the COVID-19 outbreak declared by the President of the United States under the National Emergencies Act terminates.

The Interagency Statement was subsequently revised in April 2020 to clarify the interaction of the original guidance with Section 4013 of the CARES Act, as well as setting forth the banking regulators’ views on consumer protection considerations.

On December 27, 2020, the CAA, 2021 was signed into law Section 541 of CAA, 2021 extends this relief to the earlier of January 1, 2022 or 60 days after the national emergency termination date.

As of December 31, 2021 and 2020, the amount of portfolio loans remaining under payment/relief agreements totaled $ 2.7 million and $ 66.7 million, respectively.

The majority of these modifications involved short-term (e.g.

less than six months) extensions and/or interest-only periods.

On December 27, 2020, the CAA, 2021 was signed into law.

Among other purposes, this act provides additional coronavirus emergency response and relief, including extending relief offered under the CARES Act related to troubled debt restructurings as a result of COVID-19 through January 1, 2022 or 60 days after the end of the national emergency declared by the President, whichever is earlier.

Subsequent Events

Management has evaluated subsequent events for potential recognition and disclosure through March 22, 2021, the date the financial statements were issued, and did not identify such events.

Management has evaluated subsequent events for potential recognition and disclosure through March 31, 2022, the date the financial statements were issued.

On September 7, 2021 , the Company announced the execution of a definitive agreement to acquire in an all-stock transaction Pacific Enterprise Bancorp (“PEB”), the holding company for Pacific Enterprise Bank, a California-chartered commercial bank.

Subject to the terms and conditions of the merger agreement, the transaction provided for the PEB shareholders to receive consideration of 1.0292 shares of BayCom common stock in exchange for each share of PEB common stock representing an aggregate transaction value of approximately $ 64.4 million.

The PEB transaction was completed effective February 1, 2022 .

Upon closing of the transaction, PEB merged into the Company and Pacific Enterprise Bank merged into the Bank.

At December 31, 2021, PEB had approximately $ 518.5 million in assets, $ 429.7 million in loans, $ 403.4 million in deposits and $ 64.8 million in stockholders’ equity.

Upon completion of the transaction, the combined company has approximately $ 2.9 billion in total assets, $ 2.1 billion in total loans and $ 2.4 billion in total deposits.

The transaction expands the Company’s presence in Orange County, California.

Pacific Enterprise Bank serves its communities through its one full-service location in Irvine, California.

With this acquisition the United Business Bank has a total of 34 full-service locations, with 16 locations in California, two in Washington, five in New Mexico and 11 in Colorado.

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

Reclassifications

5 unchanged sentences

In an all-cash transaction, the Company paid GMB shareholders $ 3.40 in cash in exchange for each share of GMB common stock representing an aggregate transaction value of approximately $ 13.9 million .

On October 21, 2019 , the Company entered the Colorado market with its acquisition of TIG.

As of the acquisition date, TIG merged into the Company and First State Bank of Colorado, TIG’s wholly owned banking subsidiary, merged into United Business Bank.

The Company added seven branches throughout Colorado.

The Company paid TIG shareholders an aggregate of 876,803 shares of its common stock and paid an aggregate cash consideration of $ 20.2 million.

The total consideration transferred was $ 39.9 million.

On May 24, 2019 , the Company completed its acquisition of UFC.

As of the acquisition date, UFC merged into the Company and Uniti Bank, UFC’s wholly owned banking subsidiary, merged into United Business Bank.

The acquisition increased the Company’s market share in California, through the addition of three branch offices located in Southern California.

BayCom issued an aggregate of 1,115,006 shares of its common stock and paid aggregate cash consideration of $ 37.8 million.

The total consideration transferred was $ 62.7 million.

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

On November 30, 2018 , the Company acquired all of the assets and assumed all of the liabilities of Bethlehem Financial Corporation (“BFC”) and its wholly owned subsidiary, MyBank, under a Merger and Plan of Reorganization dated August 10, 2018 .

The following table summarizes the fair value of the assets acquired and liabilities assumed at the acquisition date:

February 4, 2020

October 21, 2019

Fair value of assets:

Cash and due from banks

Federal funds sold

Total cash and cash equivalents

2 unchanged sentences

FHLB stock, at par

FRB stock, at par

Premises and equipment, net

1 unchanged sentence

Deferred tax assets, net

Servicing asset

Interest receivable and other assets

12 unchanged sentences

February 4, 2020

October 21, 2019

Book value of net assets acquired

2 unchanged sentences

Premises and equipment, net

Write-down on OREO

Core deposit intangible

Time deposits

Write-down on servicing assets

Junior subordinated debentures, net

1 unchanged sentence

Total purchase accounting adjustments

Fair value of net assets acquired

Common stock issued

Total price paid

Pro Forma Results of Operations (Unaudited)

The operating results of the Company in the consolidated statements of income include the operating results of BFC (November 30, 2018), UFC, TIG and GMB, since their respective acquisition dates.

The following table represents the net interest income, net income, basic and diluted earnings per share, as if the mergers with BFC, UFC, TIG and GMB were effective January 1, 2020, 2019 and 2018, for the respective years in which each acquisition was closed.

The operating results of the Company in the consolidated statements of income include the operating results of GMB, TIG and UFC, since their respective acquisition dates.

The following table represents the net interest income, net income, basic and diluted earnings per share, as if the mergers with GMB, TIG and UFC were effective January 1, 2020 and 2019, for the respective years in which each acquisition was closed.

The unaudited pro forma information in the following table is intended for informational purposes only and is not necessarily indicative of future operating results or operating results that would have occurred had the mergers been completed at the beginning of each respective year.

13 unchanged sentences

December 31, 2019

December 31, 2018

Professional fees

5 unchanged sentences

Government Agencies

Preferred equity securities

Municipal securities

10 unchanged sentences

Corporate bonds

During year ended December 31, 2020, the Company did not sell any available-for-sale investment.

During the year ended December 31, 2019, the Company sold $ 16.8 million in available-for-sale investments and a net gain of $ 6,000 was recorded.

During year ended December 31, 2021, the Company sold $ 3.0 million in available-for-sale investments for gross realized gains of $ 41,000 and did no t sell any securities available-for-sale for the year ended December 31, 2020.

BAYCOM CORP AND SUBSIDIARY

5 unchanged sentences

December 31, 2021

Government Agencies

Municipal securities

15 unchanged sentences

Because the Company does not intend to sell and it is more likely than not that management will not be required to sell the securities prior to their anticipated recovery, which may be maturity, the Company does not consider these securities to be other-than temporarily impaired.

At December 31, 2020, the Company held 284 investment securities, of which 24 were in a loss position for more than twelve months and 23 were in an unrealized loss position for less than twelve months.

At December 31, 2021, the Company held 359 investment securities, of which 17 were in an unrealized loss position for more than twelve months and 38 were in an unrealized loss position for less than twelve months.

These temporary unrealized losses relate principally to current interest rates for similar types of securities.

20 unchanged sentences

During the year ended December 31, 2021, the Bank participated in the PPP, a guaranteed unsecured loan program enacted under the CARES Act to provide near-term relief to help small businesses impacted by COVID-19 sustain operations.

PPP loans included in commercial and industrial business loans totaled $ 136.5 million, all of which are fully guaranteed by the SBA.

At December 31, 2021, PPP loans included in commercial and industrial business loans totaled $ 69.6 million, all of which are fully guaranteed by the SBA, compared to $ 136.5 million as of December 31, 2020.

The Bank expects that the great majority of PPP borrowers will seek full or partial forgiveness of their loan obligations in accordance with the CARES Act.

2 unchanged sentences

As of December 31, 2021 and 2020, the Company had floating or variable rate loans totaling $ 955.2 million and $ 936.7 million, respectively.

As of December 31, 2020, a total of $ 634.1 million have interest rate floors, of which $ 558.9 million are at their floors.

As of December 31, 2019, a total of $ 578.6 million have interest rate floors, of which $ 406.1 million are at their floors.

As of December 31, 2021, a total of $ 693.0 million have interest rate floors, of which $ 651.7 million, were at their floors.

As of December 31, 2020, a total of $ 634.1 million have interest rate floors, of which $ 558.9 million were at their floors.

BAYCOM CORP AND SUBSIDIARY

22 unchanged sentences

In 2021 and 2020, the Company recorded no charge-offs related to restructured loans.

As of December 31, 2020 and 2019, TDR loans had a related allowance of $ 35,000 and $ 171,000 , respectively.

As of December 31, 2021, TDR loans had a related allowance of $ 259,000 and as of December 31, 2020, TDR loans had a related allowance of $ 35,000 .

There are no commitments to lend additional amounts to borrowers with outstanding loans that are classified as TDRs at December 31, 2021.

1 unchanged sentence

A summary of TDRs by type of concession and type of loan as of the years ended:

Year ended December 31, 2020

Commercial and industrial

Construction and land

Commercial real estate

Year ended December 31, 2019

December 31, 2021

Commercial and industrial

4 unchanged sentences

(Tables in thousands, except for share and per share data)

December 31, 2020

Commercial and industrial

Construction and land

Commercial real estate

The following tables present information for loans by class, modified as TDRs, during the years indicated:

20 unchanged sentences

Commercial real estate

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

December 31, 2020

3 unchanged sentences

All loans modified due to COVID-19 are separately monitored and any request for continuation of relief beyond the initial modification will be reassessed at that time to determine if a further modification should be granted and if a downgrade in risk rating is appropriate.

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

The following table provides an aging of the Company’s loans receivable as of the years indicated:

13 unchanged sentences

Commercial real estate

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

In connection with the Company's acquisitions, the contractual amount and timing of undiscounted principal and interest payments and the estimated amount and timing of undiscounted expected principal and interest payments were used to estimate the fair value of PCI loans at the acquisition date.

5 unchanged sentences

To the extent that the loan carrying amount exceeds the updated expected principal payment or recovery, a provision of loan loss would be recorded as a charge to income and an allowance for loan loss established.

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

At December 31, 2021, the accretable and nonaccretable differences were approximately $ 508,000 and $ 1.5 million, respectively.

At December 31, 2020, the accretable and nonaccretable differences were approximately $ 383,000 and $ 2.3 million, respectively.

The Company increased the allowance for loan losses for PCI loans by $ 107,000 during the year ended December 31, 2020, compared to no increase during the year ended December 31, 2019.

The Company did no t have any allowance for loan losses for PCI loans during the year ended December 31, 2021, compared to $ 107,000 during the year ended December 31, 2020.

The following table reflects the changes in the accretable yield of PCI loans for the years indicated:

2 unchanged sentences

Balance at end of period

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

ALLOWANCE FOR LOAN LOSSES

4 unchanged sentences

Beginning balance

Provision for loan losses

Provision (reclassification) for loan losses

Ending balance

12 unchanged sentences

Beginning balance

Provision (reclassification) for loan losses

Provision for loan losses

Ending balance

12 unchanged sentences

Total premises and equipment, net

Depreciation and amortization included in occupancy and equipment expense totaled $ 1.9 million, $ 1.2 million and $ 935,000 for the years ended December 31, 2020, 2019 and 2018, respectively.

Depreciation and amortization included in occupancy and equipment expense totaled $ 2.0 million, $ 1.9 million and $ 1.2 million for the years ended December 31, 2021, 2020 and 2019, respectively.

BAYCOM CORP AND SUBSIDIARY

1 unchanged sentence

(Tables in thousands, except for share and per share data)

The Company leases 19 branches under noncancelable operating leases.

The Company currently owns 15 of our banking branches and lease the remaining 18 branches under noncancelable operating leases.

These leases expire on various dates through 2030.

14 unchanged sentences

Other real estate owned as of the dates indicated consisted of the following:

As of December 31, 2020, there were two residential mortgage loans in the process of foreclosure totaling $ 690,000 , compared to none at December 31, 2019.

As of December 31, 2021, there were two residential mortgage loans in the process of foreclosure totaling $ 1.0 million, compared to two residential mortgage loans in the process of foreclosure totaling $ 690,000 at December 31, 2020.

BAYCOM CORP AND SUBSIDIARY

9 unchanged sentences

As of December 31, 2021 the Company’s qualitative assessment which considered the Company’s continued profitability, positive equity, average community bank merger deal values realized during 2021, net interest margin, allowance for loan loss, and the continued growth in its core deposit portfolio, the Company concluded that the goodwill of the Company’s reporting unit, the Bank, is not more likely than not to be impaired

If adverse economic conditions or the recent decrease in the Company’s stock price and market capitalization as a result of the COVID-19 pandemic were to be deemed sustained rather than temporary, it may significantly affect the fair value of the Company’s goodwill and may require impairment charges.

Any impairment charge could have a material adverse effect on the Company’s results of operations and financial condition.

Core Deposit Intangible

8 unchanged sentences

(Tables in thousands, except for share and per share data)

INTEREST RECEIVABLE AND OTHER ASSETS

The Company’s other assets at the dates indicated consisted of the following:

1 unchanged sentence

Accrued interest receivable

Investment in SBIC Funds

Investment in SBIC Fund

Prepaid assets

21 unchanged sentences

The Company has an approved secured borrowing facility with the FHLB for up to 25 % of total assets for a term not to exceed five years under a blanket lien of certain types of loans.

In May 2020, the Bank secured a $ 10.0 million advance from the FHLB of San Francisco, comprised of two $ 5.0 million tranches, at no cost, maturing in November 2020 and May 7, 2021 .

As of December 31, 2020, the first tranche was repaid and the second tranche matures on May 7, 2021.

At December 31, 2019, there were no FHLB advances outstanding.

At December 31, 2021, the Company had no other borrowings outstanding, compared to $ 5.0 million of FHLB advances outstanding at December 31, 2020.

The Company has Federal Funds lines with four correspondent banks.

Cumulative available commitments totaled $ 65.0 and $ 75.0 million at December 31, 2021 and December 31, 2020, respectively.

There are no amounts outstanding under these facilities at December 31, 2020 and 2019.

There are no amounts outstanding under these facilities at both December 31, 2021 and 2020.

JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES

40 unchanged sentences

The Company, at its option, may redeem the Notes, in whole or in part, on any interest payment date on or after September 15, 2025, without a premium.

At December 31, 2021 and December 31, 2020, the Company had outstanding subordinate debt, net of costs to issue, totaling $ 63.5 million and $ 63.4 million, respectively.

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

Income tax expense for the dates indicated consisted of the following:

5 unchanged sentences

Total income tax expense

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

Income tax expense results in effective tax rates that differ from the statutory federal income tax rate for the years indicated as follows:

10 unchanged sentences

Federal income tax returns for the years ended on or after December 31, 2018 are open to audit by the federal authorities and California, Colorado and New Mexico returns for the years ended on or after December 31, 2017 are open to audit by state authorities.

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

Deferred tax assets at the dates indicated, included as a component of interest receivable and other assets in the consolidated balance sheets consisted of the following:

18 unchanged sentences

At December 31, 2021, Federal, California and Colorado NOLs included in the deferred tax asset totaled $ 11.0 million, $ 9.9 million and $ 4.2 million, respectively.

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021.

3 unchanged sentences

As of December 31, 2021, the Company determined that neither the CAA, 2021 nor any other changes to income tax laws or regulations in other jurisdictions had a significant impact on the Company’s effective tax rate.

During the years ended December 31, 2020, 2019 and 2018, the Company did not recognize any interest and penalties.

During the years ended December 31, 2021, 2020 and 2019, the Company did no t recognize any interest and penalties.

The Company had no unrecognized tax benefits as of December 31, 2021 and 2020.

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

COMMITMENTS AND CONTINGENCIES

11 unchanged sentences

The Company’s outstanding loan commitments are made using the same underwriting standards as comparable outstanding loans.

The reserve associated with these commitments included in interest payable and other liabilities on the consolidated balance sheets was $ 415,000 at both December 31, 2020 and 2019.

The reserve associated with these commitments included in interest payable and other liabilities on the consolidated balance sheets was $ 315,000 at December 31, 2021 and $ 415,000 at December 2020.

Commercial Real Estate Concentrations

2 unchanged sentences

Although management believes that loans within these concentrations have no more than the normal risk of collectability, a decline in the performance of the economy in general or a decline in real estate value in the Company’s primary market areas in particular, could have an adverse impact on collectability.

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

The Company has commitments to fund Low Income Housing Tax Credit Partnerships (“LIHTC”) and a Small Business Investment Company (“SBIC”).

At December 31, 2020, the remaining commitments to the LIHTC and SBIC were approximately $ 899,000 and $ 122,000 , respectively.

At December 31, 2019, the remaining commitment to the LIHTC and SBIC were $ 3.0 million and $ 473,000 , respectively.

At December 31, 2021, the remaining commitments to the LIHTC and SBIC were approximately $ 2.3 million and $ 122,000 , respectively.

At December 31, 2020, the remaining commitment to the LIHTC and SBIC were $ 899,000 and $ 122,000 , respectively.

At December 31, 2021, approximately $ 198.6 million, or 10.0 %, of the Company’s deposits are derived from the top ten depositors.

At December 31, 2020, approximately $ 170.1 million, or 9.3 %, of the Company’s deposits are derived from the top ten depositors.

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

Local Agency Deposits

18 unchanged sentences

The Company’s shareholders approved the Omnibus Equity Incentive Plan (“2017 Plan”) in November 2017.

The 2017 Plan provides for the awarding by the Company’s Board of Directors of equity incentive awards to employees

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

and non-employee directors.

The 2017 Plan provides for the awarding by the Company’s Board of Directors of equity incentive awards to employees and non-employee directors.

An equity incentive award may be an option, stock appreciation rights, restricted stock units, stock award, other stock-based award or performance award granted under the 2017 Plan.

5 unchanged sentences

Awarded shares of restricted stock vest over (i) a one-year period following the date of grant, in the case of the non-employee directors, and (ii) a three-year or five-year period following the date of grant, with the initial vesting occurring on the one-year anniversary of the date of grant, in the case of the executive officers.

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

2014 Omnibus Equity Incentive Plan

15 unchanged sentences

Generally, under California law a California corporation may pay dividends to its shareholders if the corporation’s retained earnings equal at least the amount of the proposed distribution plus the preferential dividend arrears amount (if any) of the corporation, or if immediately after the distribution, the value of the corporation’s assets would equal or exceed its total liabilities plus the preferential dividend arrears amount (if any).

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

Dividends from the Bank to the Company are restricted under California law to the lesser of the Bank’s retained earnings or the Bank’s net income for the latest three fiscal years, less dividends previously declared during that period or, with the approval of the DFPI, to the greater of the retained earnings of the Bank, the net income of the Bank for its last fiscal year, or the net income of the Bank for its current fiscal year.

During the years ended December 31, 2020, 2019 and 2018, the Bank did not pay any dividend to the Company.

During the years ended December 31, 2021 and 2019, the Bank did no t pay any dividend to the Company.

The Bank paid a dividend to the Company in 2020 totaling $ 11.0 million.

Regulatory Capital

The Company is a bank holding company subject to capital adequacy requirements of the Federal Reserve under the Bank Holding Company Act of 1956, as amended, and the regulations of the Federal Reserve, except that, pursuant to the Economic Growth, Regulatory Relief and Consumer Protection Act, effective August 30, 2018, a bank holding company with consolidated assets of less than $3 billion is generally not subject to the Federal Reserve’s capital regulations.

BAYCOM CORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except for share and per share data)

Under the capital regulations, the minimum capital ratios are:

71 unchanged sentences

Courier expense

Impairment of asset

The Company expenses marketing and promotions costs as they are incurred.

23 unchanged sentences

Government Agencies

Preferred equity securities

Municipal securities

88 unchanged sentences

Financial liabilities:

Other borrowings

Junior subordinated deferrable interest debentures, net

Subordinated debt, net

Accrued interest payable

8 unchanged sentences

Cash and due from banks

Investment securities available-for-sale

Investment in bank subsidiary

25 unchanged sentences

Dividends from statutory trusts

Gain on sale of securities

Subordinated debt

15 unchanged sentences

Depreciation of furniture, fixtures and equipment

Gain on sale of securities

Income tax benefit

Accretion of premiums/discounts on investment securities

Accretion on junior subordinated debentures

5 unchanged sentences

Capital contribution to subsidiary

Purchase from sale of investment securities

Net cash paid for acquisitions

43 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not applicable.

Directors, Executive Officers, and Corporate Governance

2 unchanged sentences

Information concerning the executive officers of the Company and the Bank is contained under the heading “Executive Officers” under Part I, Item 1 of this Form 10-K and is incorporated herein by reference.

Delinquent Section 16(a) Reports

Information concerning the delinquent Section 16 reports is incorporated herein by reference from the Company's definitive proxy statement for its Annual Meeting of Stockholders to be held in June 2021, a copy of which will be filed with the SEC not later than 120 days after the close of the fiscal year.

Code of Ethics

51 unchanged sentences

Included in schedule below.

Agreement and Plan of Merger by and between BayCom Corp and Pacific Enterprise Bancorp dated September 7, 2021 (1)

Articles of Incorporation of BayCom Corp (2)

22 unchanged sentences

Joint Beneficiary Agreement between United Business Bank and Mary Therese Curley (7)

Summary of Annual Incentive Bonus program (8)

Code of Business Conduct and Ethics (9)

14 unchanged sentences

+Indicates management contract or compensatory plan or arrangement.

(1) Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on September 8, 2021 (File No.

(2) Incorporated herein by reference to the Registration Statement on Form S-1 filed on April 11, 2018 (File No.

4 unchanged sentences

(7) Incorporated herein by reference to Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-Q for the ended June 30, 2018, filed on August 14, 2018 (File No.

(8) Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the ended March 31, 2021, filed on May 13, 2021 (File No.

(9) Registrant elects to satisfy Regulation S-K §229.406(c) by posting its Code of Ethics on its website at www.unitedbusinessbank.com in the section titled About Us — Investor Information.

34 unchanged sentences

March 31, 2022

Colwell, Senior Executive Vice President and Chief Financial

Officer and Secretary (Principal Financial and Accounting Officer)

King, Senior Executive Vice President, Chief Operating Officer and Director

March 31, 2022

Colwell, Senior Executive Vice President, Chief Financial

Officer, Secretary and Director (Principal Financial and Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data