What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-14 compared with 2024-03-15 · 146 added, 231 removed, 567 unchanged (40% of the section changed)

3 unchanged sentences

BayCom’s wholly owned banking subsidiary, United Business Bank, provides a broad range of financial services to businesses and business owners as well as individuals through its network of 35 full-service branches, with 16 locations in California, one in Nevada, two in Washington, five in New Mexico and 11 in Colorado.

The Company’s business activities generally are limited to passive investment activities and oversight of its investment in the Bank.

The Company’s business activities generally are limited to passive investment activities and the monitoring of its investment in the Bank.

Accordingly, the information set forth in this Form 10-K, including consolidated financial statements and related data, relate primarily to the Bank.

Our principal objective is to enhance shareholder value and generate consistent earnings growth by expanding our commercial banking franchise through both strategic acquisitions and organic growth.

Our principal business objective is to enhance shareholder value and generate consistent earnings growth by expanding our commercial banking franchise through both strategic acquisitions and organic growth.

Since 2010, we have expanded our geographic footprint through ten strategic acquisitions.

We believe our strategy of selectively acquiring and integrating community banks has yielded economies of scale and improved our overall franchise efficiency.

Looking forward, we expect to continue pursuing strategic acquisitions, believing our targeted market areas present us with many and varied acquisition opportunities.

We are also committed to organic growth, leveraging the potential within metropolitan and community markets where we currently operate.

We believe that our selective acquisition of community banks has yielded economies of scale and improved our efficiency.

We have also grown organically by leveraging the potential within metropolitan and community markets where we operate.

These markets offer significant opportunities to expand our commercial client base, increase interest-earning assets, and enhance market share.

We believe our geographic footprint, which now includes the San Francisco Bay area, the metropolitan markets of Los Angeles, California, Seattle, Washington, and Denver, Colorado, Las Vegas, Nevada and community markets including Albuquerque, New Mexico, and Custer, Delta, and Grand counties, Colorado, provides us access to low cost, stable core deposits in community markets that we can use to fund commercial loan growth.

We believe our geographic footprint, which now includes the San Francisco Bay area, the metropolitan markets of Los Angeles, California;

Seattle, Washington;

Denver, Colorado;

and Las Vegas, Nevada, and community markets including Albuquerque, New Mexico, and Custer, Delta, and Grand Counties, Colorado, provides us access to low cost, stable core deposits in community markets that we can use to fund commercial loan growth.

We strive to provide an enhanced banking experience for our clients by providing them with a comprehensive suite of sophisticated banking products and services tailored to meet their needs, while delivering the high-quality, relationship-based client service of a community bank.

As of December 31, 2024, we had, on a consolidated basis, assets of $2.7 billion, loans of $1.9 billion (net of allowances), deposits of $2.2 billion and shareholders’ equity of $324.4 million.

We continue to focus on growing our commercial loan portfolios through both acquisitions and organic growth.

At December 31, 2023, our $1.9 billion total loan portfolio included $397.0 million, or 20.6%, of acquired loans (all of which were recorded to their estimated fair values at the time of acquisition), and the remaining $1.5 billion, or 79.4%, consisted of loans we originated.

At that date, our total loan portfolio included $299.2 million, or 15.3%, of acquired loans (all of which were recorded to their estimated fair values at the time of acquisition), and the remaining $1.7 billion, or 84.7%, consisted of loans we originated.

The profitability of our operations depends primarily on our net interest income after provision for credit losses, which is the difference between interest earned on interest earning assets and interest paid on interest bearing liabilities less provision for credit losses.

2 unchanged sentences

In January 2017, the Company became the holding company for the Bank.

The Bank commenced banking operations as Bay Commercial Bank in July 2004 and changed the name to United Business Bank in April 2017, following our acquisition of United Business Bank, FSB in April 2017.

The Bank commenced operations as Bay Commercial Bank in July 2004 and changed its name to United Business Bank in April 2017, following our acquisition of United Business Bank, FSB in April 2017.

The Bank was founded in March 2004 as a California state chartered commercial bank, by a group of Walnut Creek business and community leaders, including George Guarini, who serves as our Chief Executive Officer.

The severe economic recession beginning in 2008 and the ongoing consolidation in the banking industry created an opportunity for our management team and board to build an attractive commercial banking franchise and create long-term value for our shareholders by employing an acquisition strategy that focuses on opportunities that grow our product portfolio and expand the business geographically.

The severe economic recession beginning in 2008 and the ongoing consolidation in the banking industry created an opportunity for our management team and board to build an attractive commercial banking franchise and create long-term value for our shareholders by employing an acquisition strategy focused on opportunities to grow our product portfolio and expand our business geographically.

Since 2010, we have implemented our vision of becoming a strategic consolidator of community banks, attracting seasoned bankers and businesspersons who share our entrepreneurial spirit.

While not without risk, we believe there are certain advantages arising from mergers and acquisitions.

These advantages include, among others, the diversification of our loan portfolio with seasoned loans, the expansion of our market areas and an effective method to augment our growth and risk management infrastructure through the retention of local lending personnel and credit administration personnel to manage the client relationships of the banks being acquired.

These advantages include, among others, the diversification of our loan portfolio with seasoned loans, the expansion of our market areas and an effective method to augment our growth

and risk management infrastructure through the retention of local lending personnel and credit administration personnel to manage the client relationships of the banks being acquired.

We believe we have a successful track record of selectively acquiring, integrating and consolidating community banks.

Since 2010, we have completed 10 acquisitions with aggregate total assets of approximately $2.3 billion and total deposits of approximately $1.9 billion.

Since 2010, we have completed 10 acquisitions, with aggregate total assets acquired of approximately $2.3 billion and total deposits assumed of approximately $1.9 billion.

We have sought to integrate the acquired banks into our existing operational platform to create operational efficiencies within the combined operations, all geared towards enhancing shareholder value.

12 unchanged sentences

At the time of acquisition, UFC had approximately $318.0 million in total assets and $265.8 million in deposits.

In October 2019, we acquired TIG Bancorp (“TIG”), the holding company for First State Bank of Colorado, headquartered in Greenwood Village, Colorado, which had seven branch offices and serves the Denver metropolitan area and other Colorado communities.

In October 2019, we acquired TIG Bancorp (“TIG”), the holding company for First State Bank of Colorado, headquartered in Greenwood Village, Colorado, which had seven branch offices and served the Denver metropolitan area and other Colorado communities.

At the time of acquisition, TIG had approximately $235.6 million in total assets and $202.8 million in total deposits.

5 unchanged sentences

We target our services to small and medium-sized businesses, professional firms, real estate professionals, nonprofit businesses, labor unions and related nonprofit entities and businesses and individual consumers.

As of December 31, 2023, including our principal executive offices, we operate a total of 35 full-service banking branches consisting of branch offices in Northern and Southern California;

Nevada, Las Vegas;

Denver, Colorado, and Custer, Delta, and Grand

counties, Colorado;

Seattle, Washington and Central New Mexico.

We believe this diverse geographic footprint provides us with access to low cost, stable core deposits in community markets that we can use to fund commercial loan growth in our metropolitan markets.

As of December 31, 2024, including our principal executive offices, we had 35 full-service banking branches, consisting of branch offices in Northern and Southern California;

Las Vegas, Nevada;

Denver, Colorado;

Custer, Delta, and Grand Counties, Colorado;

Seattle, Washington;

and Central New Mexico.

We believe this diverse geographic footprint provides us with access to low cost, stable core deposits that we can use to fund commercial loan growth.

We generally lend in markets where we have a physical presence through our branch offices.

1 unchanged sentence

We operate primarily in the San Francisco-Oakland-Hayward, and the San Jose-Sunnyvale-Santa Clara, California Metropolitan Statistical Areas (“MSA”) with additional operations in the Los Angeles-Long Beach-Anaheim, California MSA, with borrowers or properties located in San Francisco Bay Area comprising 19.7%, Northern California comprising 4.4% and Southern California comprising 27.5% of our loan portfolio as of December 31, 2024.

In addition, deposits located in California comprised 61.4% of total deposits as of December 31, 2023.

Deposits located in California comprised 62.7% of our total deposits as of December 31, 2024.

With a population of approximately 4.6 million, the San Francisco-Oakland-Hayward MSA represents the third most populous area in California and the thirteenth largest in the United States.

5 unchanged sentences

We serve the Seattle-Tacoma-Bellevue MSA, which includes King County (which includes the city of Seattle), through two branch offices.

We serve the Albuquerque MSA, in Central New Mexico the most populous city in the state of New Mexico through five branch offices we acquired from FULB and BFC, in 2017 and 2018, respectively.

We serve the Denver MSA and the Colorado communities in Custer, Delta, and Grand counties through eleven branch offices.

In August 2023, we opened a branch in Las Vegas, Nevada to expand our geographic footprint and market areas and augment our deposit and loan growth.

As of December 31, 2023, borrowers or properties located outside of California in the states of Colorado, New Mexico and Washington comprised 4.5%, 2.3% and 5.4% of our loan portfolio, respectively.

As of December 31, 2023, deposits located outside of California in the states of Colorado, New Mexico and Washington comprised 15.6%, 9.6% and 7.7% of total deposits, respectively.

In Central New Mexico, we serve the Albuquerque MSA, the most populous city in the state of New Mexico, through five branch offices we acquired from FULB and BFC, in 2017 and 2018, respectively.

We serve the Denver MSA and the communities of Custer, Delta, and Grand Counties, Colorado through 11 branch offices.

In August 2023, we opened a branch in Las Vegas, Nevada to expand our geographic footprint and augment our deposit and loan growth.

As of December 31, 2024, borrowers or properties located in the states of Colorado, New Mexico and Washington comprised 6.9%, 3.2% and 4.3% of our loan portfolio, respectively.

As of December 31, 2024, deposits located in the states of Colorado, New Mexico and Washington comprised 15.7%, 10.1% and 5.9% of our total deposits, respectively.

We provide a comprehensive suite of financial solutions that competes with large, national competitors, but with the personalized attention and nimbleness of a relationship-focused community bank.

2 unchanged sentences

Lending Activities.

We offer a full range of lending products, including commercial and multifamily real estate loans (including owner-occupied and investor real estate loans), commercial and industrial loans (including equipment loans and working capital lines of credit), SBA loans including income producing real estate loans and small business loans under the SBA 7(a) and 504 loan programs, construction and land loans, agriculture-related loans and consumer loans.

We offer a full range of lending products, including commercial and multifamily real estate loans (including owner-occupied and investor real estate loans), commercial and industrial loans (including equipment loans and working capital lines of credit), Small Business Administration (“SBA”) loans (including income producing real estate loans and small business loans under the SBA 7(a) and 504 loan programs), construction and land loans, agriculture-related loans and consumer loans.

Our preference is for owner-occupied real estate and commercial and industrial loans.

We also offer consumer loans predominantly as an accommodation to our commercial clients, which include installment loans, unsecured and secured

personal lines of credit, and overdraft protection.

We also offer consumer loans, predominantly as an accommodation to our commercial clients, which include installment loans, unsecured and secured personal lines of credit, and overdraft protection.

Lending activities originate from the relationships and efforts of our bankers.

We are a preferred lender under the SBA loan program.

We may periodically purchase whole loans and loan participation interests or participate in syndicates originating new loans, including shared national credits, primarily during periods of reduced loan demand in our primary market areas and at times to support our Community Reinvestment Act lending activities.

We periodically purchase whole loans and loan participation interests and participate in syndicates originating new loans, including shared national credits, primarily during periods of reduced loan demand in our primary market areas

and at times to support our Community Reinvestment Act lending activities.

Any such purchases or loan participations are made generally consistent with our underwriting standards;

2 unchanged sentences

We are a business-focused community bank, serving small and medium-sized businesses, trade unions and their related businesses, entrepreneurs and professionals located in our markets.

We do not target any specific industries or business segments, rather we look to the quality of the client relationship.

We do not target any specific industries or business segments;

rather, we look to the quality of the client relationship.

We attempt to differentiate ourselves by having an attentive and focused approach to our clients and utilizing, to the fullest extent possible, the flexibility that results from being an independently owned and operated bank.

We focus on establishing and building strong financial relationships with our clients, using a trusted advisor and relationship approach.

We emphasize personalized “relationship banking,” where the relationship is predicated on ongoing client contact, client access to decision makers, and our understanding of the clients’ business, market and competition which allows us to better meet the needs of our clients.

We emphasize personalized “relationship banking,” where the relationship is predicated on ongoing client contact, client access to decision makers, and our understanding of the clients’ business, market and competition, which allows us to better meet our clients’ needs.

At December 31, 2024, we had net loans of $1.9 billion, representing 72.6% of our total assets.

17 unchanged sentences

The table below shows our five largest borrowing relationships as of December 31, 2024 in descending order.

Each of the loans in these borrowing relationships is currently performing in accordance with the loan repayment terms as of December 31, 2023.

Each of the loans in these borrowing relationships was performing in accordance with the loan repayment terms as of December 31, 2024.

Loan Collateral

9 unchanged sentences

These policies provide a general framework for our loan origination, monitoring and funding activities, while recognizing that not all risks can be anticipated.

The Bank’s Board of Directors and senior management establish, review, and modify the Bank’s lending policies.

The Bank’s lending policies are updated annually and approved by the Board of Directors.

It prescribes underwriting guidelines and procedures for all loan categories in which the Bank participates to establish risk tolerance and parameters that are communicated throughout the Bank to ensure consistent and uniform lending practices.

The Bank’s Board of Directors and senior management establish, review, and periodically modify the Bank’s lending policies, which are updated as appropriate and re-approved by the Bank’s Board of Directors annually.

These policies prescribe underwriting guidelines and procedures for all loan categories to establish risk tolerances and parameters that are communicated throughout the Bank to ensure consistent and uniform lending practices.

The underwriting guidelines include, among other things, approval limitation and hierarchy, documentation standards, loan-to-value limits, debt coverage ratio, overall credit-worthiness of the borrower, guarantor support, etc.

Loan originations are obtained through a variety of sources, including existing clients, walk-in clients, referrals from brokers or existing clients, and advertising.

Our Board of Directors has granted loan approval authority to certain officers up to prescribed limits, depending on the officer’s experience, the type of loan and whether the loan is secured or unsecured.

Our Board of Directors delegates loan approval authority up to board-approved limits to our Director Loan Committee, which is comprised of members of our Board of Directors.

The Bank’s Board of Directors has granted loan approval authority to certain officers up to prescribed limits, depending on the officer’s experience, the type of loan and whether the loan is secured or unsecured.

The Bank’s Board of Directors delegates loan approval authority up to board-approved limits to our Director Loan Committee, which is comprised of members of the Bank’s Board of Directors.

Managing credit risk is an enterprise-wide process.

11 unchanged sentences

The well-established financial institutions in our primary markets make proportionately more loans to medium-to-large-sized businesses than we originate.

Many of our commercial loans are, or will likely be, made to small- to-medium-sized businesses that may be less able to withstand competitive, economic and financial pressures than larger borrowers.

Many of our commercial loans are made to small- to-medium-sized businesses that may be less able to withstand competitive, economic and financial pressures than larger borrowers.

Our loan policies provide general guidelines for loan-to-value ratios that restrict the size of loans to a maximum percentage of the value of the collateral securing the loans, which varies by the type of collateral.

Our internal loan-to-value limitations follow limits established by applicable law.

Exceptions are fully disclosed to the approving authority, either an individual officer or the appropriate management or board committee prior to commitment.

Exceptions are fully disclosed to the approving authority, which is either an individual officer or the appropriate management or board committee, prior to commitment.

Exceptions are reported to the Board of Directors quarterly.

1 unchanged sentence

Our lending activities are subject to a variety of lending limits imposed by federal and state law.

In general, we are subject to a legal lending limit on loans to a single borrower based on the Bank’s capital level.

The dollar amounts of our lending limit increases or decreases as the Bank’s capital increases or decreases.

In general, we are subject to a limit on loans to a single borrower based on the Bank’s capital level.

The dollar amounts of our lending limit increase or decrease as the Bank’s capital increases or decreases.

We can sell participations in larger loans to other financial institutions, which allows us to manage the risk involved in these loans and to meet the lending needs of our clients’ requiring extensions of credit in excess of these limits.

3 unchanged sentences

Currently, we maintain an in-house limit of $11.9 million for unsecured loans and $19.8 million for secured loans.

At December 31, 2023, there were six loans to an aggregate of six individuals or entities or related interests that exceeded these internal limits.

At December 31, 2024, there were four loans to a total of four individuals, entities, or their related interests that exceeded internal limits, all of which were approved by the Board’s Loan Committee.

We provide a variety of loans to meet our clients’ needs.

3 unchanged sentences

and mortgages and revolving lines of credit secured by equity in residential properties.

At December 31, 2023, we held $1.8 billion in loans secured by real estate, representing 91.5% of total loans receivable, and a total of $33.2 million in undisbursed real estate related commitments.

At December 31, 2024, we held $1.8 billion in loans secured by real estate, representing 91.1% of total loans receivable, and had a total of $34.4 million in undisbursed real estate related loan commitments.

The types of loans contained in our portfolio are as follows:

5 unchanged sentences

Commercial real estate secured loans generally carry higher interest rates and have shorter terms than one-to-four family residential real estate loans.

Commercial real estate lending typically involves higher loan principal amount and the repayment of the loan is dependent, in large part, on sufficient income from the properties securing the loans, to cover operating expenses and debt service.

Commercial real estate lending typically involves a higher loan principal amount and the repayment of the loan is dependent, in large part, on sufficient income from the properties securing the loans, to cover operating expenses and debt service.

We require our commercial real estate loans to be secured by a property with adequate margins and generally obtain a guarantee from responsible parties.

Our commercial real estate loans generally are collateralized by first liens on real estate, have interest rates which may be fixed for three to five years, or adjust annually.

Commercial real estate loan terms generally are limited to 15 years or less, although payments may be structured on a longer amortization basis up to 20 years with balloon payments or rate adjustments due at the end of three to seven years.

We generally charge an origination fee for our services.

The Company also offers commercial real estate loans as a SBA “preferred lender” under the SBA’s 504 loan program in conjunction with junior lien financing from a Certified Development Company ("CDC").

Preferred lender status is the highest designation awarded to lenders by the SBA, and accordingly, grants such lenders full lending authority to approve SBA loans.

Commercial real estate loan terms generally are limited to 15 years or less, although payments may be structured on a longer amortization basis of up to 20 years, with balloon payments or rate adjustments due at the end of three to seven years.

We generally charge the borrower an origination fee.

The Company also offers commercial real estate loans as an SBA “preferred lender” under the SBA’s 504 loan program in conjunction with junior lien financing from a Certified Development Company ("CDC").

Preferred lender status is the highest designation awarded to lenders by the SBA and grants such lenders full authority to approve SBA loans.

The SBA 504 loan program is an economic development-financing program providing long-term, low down payment loans to businesses.

Typically, a SBA 504 project includes a loan secured from a private-sector lender, such as the Bank, with a senior lien, a loan secured from a CDC (funded by a 100% SBA-guaranteed debenture) with a

junior lien covering up to 40% of the total cost, and a contribution of at least 10% equity from the borrower.

The CDC is a non-profit corporation established to contribute to the economic development of its community by working together with the SBA and private sector lenders such as the Bank, to provide financing to small businesses.

Typically, an SBA 504 project includes a loan secured from a private-sector lender, such as the Bank, with a senior lien, a loan secured from a CDC (funded by a 100% SBA-guaranteed debenture) with a junior lien

covering up to 40% of the total cost, and a contribution of at least 10% equity from the borrower.

The CDC is a non-profit corporation established to contribute to the economic development of its community by working with the SBA and private sector lenders, such as the Bank, to provide financing to small businesses.

SBA debenture limits are $5.0 million for regular SBA 504 loans and $5.5 million for those SBA 504 loans that meet a public policy goal.

2 unchanged sentences

The Company also offers commercial real estate loans under the SBA 7(a) loan program, which is described further under “Commercial and Industrial Loans” below.

The Bank sells, from time to time, the guaranteed portion its SBA 7(a) loans in the secondary market.

The Bank sells, from time to time, the guaranteed portion of its SBA 7(a) loans in the secondary market.

The Bank bases its SBA 7(a) loan sales on the level of its SBA 7(a) loan originations, the premiums available in the secondary market for the sale of such loans, and general liquidity considerations of the Bank.

1 unchanged sentence

During 2024, the Bank sold $2.2 million of the guaranteed portion of its commercial real estate SBA 7(a) loans, for which it recognized a gain of $199,000.

At December 31, 2023, the Bank had $83.3 million of commercial real estate SBA 7(a) loans where the guaranteed portion totaling $62.5 million has not been sold.

At December 31, 2024, the Bank had $84.6 million of commercial real estate SBA 7(a) loans where the guaranteed portion (totaling $63.4 million) had not been sold.

Payments on loans secured by such properties are often dependent on the successful operation (in the case of owner-occupied real estate) or management (in the case of non-owner occupied real estate) of the properties.

1 unchanged sentence

Commercial real estate loans are underwritten primarily using a cash flow analysis and secondarily as loans secured by real estate.

In underwriting commercial real estate loans, we seek to minimize risks in a variety of ways, including considering the property’s age, condition, operating history, future operating projections, current and projected market rental rates, vacancy rates, location and physical condition.

The underwriting analysis also may include credit verification, reviews of appraisals, environmental hazards or reports, the borrower’s liquidity and leverage, management experience of the owners or principals, economic condition, industry trends and any guarantees, including SBA loan guarantees.

In underwriting commercial real estate loans, we seek to minimize risks in a variety of ways, including by considering the property’s age, condition, operating history, future operating projections, current and projected market rental rates, vacancy rates, location and physical condition.

The underwriting analysis also may include credit verification, reviews of appraisals, environmental hazards or reports, the borrower’s liquidity and leverage, management experience of the owners or principals, economic conditions, industry trends and any guarantees, including SBA loan guarantees.

We generally require personal guarantees from the principal owners of the property supported by a review by our management of the principal owners’ personal financial statements.

6 unchanged sentences

Payments on agricultural real estate secured loans depend, to a large degree, on the results of operations of the related farm entity.

The repayment is also subject to other economic and weather conditions, as well as market prices for agricultural products, which can be highly volatile.

Repayment is also subject to economic and weather conditions, as well as market prices for agricultural products, which can be highly volatile.

Among the more common risks involved in agricultural lending are weather conditions, disease, water availability and water distribution rights, which can be mitigated through multi-peril crop insurance.

Commodity prices also present a risk, which may be managed by using set price contracts.

Commodity prices also present a risk, which can generally be managed by using set price contracts.

As part of our underwriting, the borrower is required to obtain multi-peril crop insurance.

Normally, in making agricultural real estate secured loans, our required beginning and projected operating margins provide for reasonable reserves to offset unexpected yield and price deficiencies.

We also consider the borrower’s management succession, life insurance and business continuation plan when evaluating agricultural real estate secured loans.

We also consider the borrower’s management succession plan, life insurance policies and business continuation plan when evaluating agricultural real estate secured loans.

At December 31, 2024, our agricultural real estate secured loans totaled $11.7 million, or 0.6% of total loans.

11 unchanged sentences

As of December 31, 2024, our largest commercial real estate loan had a net outstanding balance of $26.6 million and was secured by a church located in San Diego, California.

Our second largest commercial real estate loan had a net outstanding balance of $23.3 million and was secured by retail shopping center located in Sacramento, California.

Our second largest commercial real estate loan had a net outstanding balance of $23.6 million as of December 31, 2024, and was secured by retail shopping center located in Sacramento, California.

Both of these loans were performing according to their respective loan repayment terms as of December 31, 2024.

10 unchanged sentences

The loan-to-value ratio on our construction loans, as established by independent appraisal, typically will not exceed 80% at loan origination, and is lower in most cases.

At December 31, 2023, we had $9.6 million in construction and land loans outstanding, representing 0.5% of total loans, with $133,000 in undisbursed commitments.

At December 31, 2024, we had $1.5 million in construction and land loans outstanding, representing 0.1% of total loans, with $9.6 million in undisbursed commitments.

The average loan size in our construction and land loan portfolio was approximately $95,000 at December 31, 2024, with an estimated weighted average loan-to-value ratio of 31.3%.

14 unchanged sentences

Department of Veterans Affairs and jumbo loans for sale in the secondary market to investors.

Our one-to-four family loans do not allow for interest-only payments, nor negative amortization of principal, and carry allowable prepayment restrictions.

Our one-to-four family loans do not allow for interest-only payments, or negative amortization of principal, and carry allowable prepayment restrictions.

At December 31, 2024, our one-to-four family loan portfolio, including home equity loans and lines of credit, totaled $109.7 million or 5.6% of total loans.

As of December 31, 2024, the one-to-family loan portfolio included one loan to a real estate investor, which had a net outstanding balance of $26.9 million, and was secured by a multi-unit residential property complex located in Atwater, California.

This loan was performing in accordance to their loan repayment terms as of December 31, 2023.

This loan was performing in accordance with its repayment terms as of December 31, 2024.

We originate a limited amount of home equity loans and home equity lines of credit.

3 unchanged sentences

Home equity loans generally have ten-year maturities based on a 30-year amortization.

We retain a valid lien on the real estate, obtain a title insurance policy that insures the property is free from encumbrances and require hazard insurance.

We retain a lien on the real estate, obtain a title insurance policy that insures the property is free from encumbrances and require hazard insurance.

At December 31, 2024, home equity loans and lines of credit totaled $5.1 million, or 0.3% of total loans, of which $78,000 were secured by junior liens.

1 unchanged sentence

Commercial and Industrial Loans.

We make commercial and industrial loans, including commercial lines of credit, working capital loans, term loans, equipment financing, acquisition, expansion and development loans, SBA loans, letters of credit and other loan products, primarily in our target markets, which are underwritten based on the borrower’s ability to service the debt from operating income.

We make commercial and industrial loans, including commercial lines of credit, working capital loans, term loans, equipment financing loans, acquisition loans, expansion and development loans, SBA loans, letters of credit and other loan products, primarily in our target markets, which are underwritten based on the borrower’s ability to service the debt from operating income.

We take as collateral a lien on general business assets, including, among other things, real estate, accounts receivable, inventory and equipment, and generally obtain a personal guaranty of the borrower or principal.

7 unchanged sentences

Terms greater than five years may be appropriate in some circumstances based upon the useful life of the underlying asset being financed or if some form of credit enhancement, such as an SBA guarantee, is obtained.

The SBA 7(a) program serves as the SBA's primary business loan program to help qualified small businesses obtain financing when they might not be eligible for business loans through normal lending channels.

The SBA 7(a) program is the SBA's primary business loan program to help qualified small businesses obtain financing when they might not be eligible for business loans through normal lending channels.

Loans made by the Bank under the SBA 7(a) program generally are made to small businesses to provide working capital or to provide funding for the purchase of businesses, real estate, or machinery and equipment.

These loans generally are secured by a combination of assets that may include equipment, receivables, inventory, business real property, and sometimes a lien on the personal residence of the borrower.

SBA 7(a) loans are all adjustable-rate loans based upon the Wall Street Journal

prime lending rate.

SBA 7(a) loans are all adjustable-rate loans based upon the Wall Street Journal prime lending

Loan proceeds under this program can be used for most business purposes including working capital, machinery and equipment, furniture and fixtures, land and building (including purchase, renovation and new construction), leasehold improvements and debt refinancing.

8 unchanged sentences

During 2024, the Bank sold $1.3 million of the guaranteed portion of its commercial and industrial SBA 7(a) loans, for which it recognized a gain of $87,000.

At December 31, 2023, the Bank had $14.2 million of commercial and industrial SBA 7(a) loans where the guaranteed portion totaling $10.6 million has not been sold.

Commercial and industrial loans also include loans originated under the U.S.

Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”), which expired on May 31, 2021.

The Bank, as a qualified SBA lender, was authorized to originate loans under PPP to provide near-term relief to help small businesses impacted by COVID-19 sustain operations.

The SBA guarantees 100% of the PPP loans made to eligible borrowers.

The entire principal amount of the borrower's PPP loan, including any accrued interest, is eligible to be forgiven and repaid by the SBA if the borrower meets the PPP conditions.

At December 31, 2023, there were 30 PPP loans outstanding totaling $3.8 million.

At December 31, 2024, the Bank had $34.9 million of commercial and industrial SBA 7(a) loans where the guaranteed portion (totaling $26.2 million) had not been sold.

We also make agricultural operating loans, including loans to finance the purchase of machinery, equipment and breeding stock;

3 unchanged sentences

As a result, the availability of funds for the repayment of agricultural operating loans may be substantially dependent on the success of the business itself and the general economic environment.

As of December 31, 2023, we had agricultural operating loans of $3.4 million or 0.2% of total loans.

As of December 31, 2024, we had agricultural operating loans of $260,000, or $0.01% of total loans.

As part of the PEB merger, the Company acquired certain small business loans to borrowers qualified under the California Capital Access Program for Small Business, a state guaranteed loan program sponsored by the California Pollution Control Financing Authority (“CalCAP”).

5 unchanged sentences

The participating lender must return recoveries from the borrower, less expenses, to the loan loss reserve account.

The funds in the loss reserve account are the property of CalCAP, however, in the event that the participating lender leaves the program any excess funds, after all loans have been repaid or unenrolled from the program by the participating lender and provided there are no pending claims for reimbursement, are distributed to CalCAP and the participating lender based on their respective contributions to the loss reserve account.

The funds in the loss reserve account are the property of CalCAP;

however, in the event that the participating lender leaves the program, any excess funds, after all loans have been repaid or unenrolled from the program by the participating lender, and provided there are no pending claims for reimbursement, are distributed to CalCAP and the participating lender based on their respective contributions to the loss reserve account.

Funds contributed by the participating lender to the loss reserve account are treated as a receivable from CalCAP and evaluated for impairment quarterly.

6 unchanged sentences

As of December 31, 2024, we had loans enrolled in this program totaling $17.3 million or 0.9% of total loans.

In general, commercial and industrial loans may involve increased credit risk;

therefore, typically yield a higher return.

The increased risk in commercial and industrial loans derives from the expectation that such loans generally are serviced principally from the operations of the business, and those operations may not be successful.

In general, commercial and industrial loans may involve increased credit risk and, therefore, typically yield a higher return.

Any interruption or discontinuance of operating cash flows from the business, which may be influenced by events not under the control of the borrower such as economic events and changes in governmental regulations, could materially affect the ability of the borrower to repay the loan.

In addition, the collateral securing commercial and industrial loans generally includes moveable property such as equipment and inventory, which may decline in value more rapidly than we anticipate, exposing us to increased credit risk.

us to increased credit risk.

As a result of these additional complexities, variables and risks, commercial and industrial loans require extensive underwriting and servicing.

17 unchanged sentences

Our transaction accounts and time certificates are tailored to the principal market area at rates competitive with those offered in the area.

We employ client acquisition strategies to generate new account and deposit growth, such as client referral incentives, search engine optimization, targeted direct mail and email campaigns, in addition to conventional marketing initiatives and advertising.

We employ client acquisition strategies to generate new account and deposit growth, such as client referral incentives, search engine optimization, and targeted direct mail and email campaigns, in addition to conventional marketing initiatives and advertising.

Our goal is to cross-sell our deposit products to our loan clients.

2 unchanged sentences

We also participate in the ICS “One-Way Sell” program, pursuant to which we buy cost effective wholesale funding on customizable terms.

We also offer convenience-related services, including banking by appointment (before or after normal business hours on weekdays and on weekends), online banking services, access to a national automated teller machine network, extended drive-through hours, remote deposit capture, and courier service so that clients’ deposit and other banking needs may be served without the client having to make a trip to the branch.

Our full suite of online banking solutions including

access to account balances, online transfers, online bill payment and electronic delivery of client statements, mobile banking solutions for iPhone and Android phones, including remote check deposit with mobile bill pay.

We offer convenience-related services, including banking by appointment (before or after normal business hours on weekdays and on weekends), online banking services, access to a national automated teller machine network, extended drive-through hours, remote deposit capture, and courier service so that clients’ deposit and other banking needs may be served without the client having to make a trip to the branch.

Our full suite of online banking solutions includes access to account balances, online transfers, online bill payment and electronic delivery of client statements and mobile banking options for iPhone and Android phones, including remote check deposit with mobile bill pay.

We offer debit cards with no ATM surcharges or foreign ATM fees for checking clients, plus night depository, direct deposit, cashier’s and travelers checks and letters of credit, as well as treasury management services, wire transfer services and automated clearing house (“ACH”) services.

7 unchanged sentences

At December 31, 2024, we had $248.0 million and $120.5 million in reciprocal CDARS and ICS deposits, respectively.

At December 31, 2022, we had $78.2 million and $13.2 million in one-way off-balance sheet CDARS and ICS deposits, respectively.

We previously offered escrow services on commercial transactions and facilitated tax-deferred commercial exchanges through the Bank’s division, Business Escrow Services (“BES”).

This afforded us a low-cost core deposit base.

These deposits fluctuated as the sellers of the real estate have up to nine months to invest in replacement real estate to defer the income tax on the property sold.

The Company discontinued its escrow services in 2021.

At December 31, 2023, we had $210.8 million and $124.2 million in in reciprocal CDARS and ICS deposits, respectively.

For additional information concerning our deposits, see “Item 7.

1 unchanged sentence

Financial Statements and Supplementary Data” of this Form 10-K.

While deposits serve as the primary source of funds for our lending, investment activities, and general business needs, we also use borrowings to supplement our supply of lendable funds, meet deposit withdrawal requirements, and to leverage our capital position more efficiently.

While deposits serve as the primary source of funds for our lending activities, investment activities, and general business needs, we also use borrowings to supplement our supply of lendable funds, meet deposit withdrawal requirements, and leverage our capital position more efficiently.

The Federal Home Loan Bank of San Francisco (the “FHLB”) is our primary borrowing source, providing credit to member financial institutions like ours.

As a FHLB member, the Bank is required to own capital stock in the FHLB and is authorized to apply for advances on the security of that stock and certain of its mortgage loans and securities, provided that certain credit worthiness standards have been met.

As an FHLB member, the Bank is required to own capital stock in the FHLB and is authorized to apply for advances on the security of that stock and certain of its mortgage loans and securities, provided that certain creditworthiness standards have been met.

Limitations on the amount of advances are based on the financial condition of the member institution, the adequacy of collateral pledged to secure the credit, and FHLB stock ownership requirements.

1 unchanged sentence

At December 31, 2024, there were no FHLB advances outstanding, and the Bank had $540.2 million of available credit capacity with the FHLB based on pledged collateral.

In addition, the Bank maintained a short-term borrowing line of credit with the Federal Reserve Bank (“FRB”) of San Francisco secured by loans originated under the SBA PPP as collateral.

This line was closed during 2023, with no FRB borrowings outstanding at December 31, 2023.

During the first quarter of 2024, the Bank was approved for discount window advances with the FRB of San Francisco secured by certain types of loans.

At December 31, 2024, we had the ability to borrow up to $41.9 million from the FRB of San Francisco, with no FRB of San Francisco advances outstanding at that date.

The Bank also has uncommitted Federal Funds lines with four corresponding banks, with aggregate available commitments totaling $65.0 million at December 31, 2024.

There are no amounts outstanding under these facilities at December 31, 2023.

There were no amounts outstanding under these facilities at December 31, 2024.

The Bank did not participate in the Federal Reserve Bank of San Francisco Bank Term Funding Program.

12 unchanged sentences

Financial Statements and Supplementary Data” of this Form 10-K.

In addition to loans, we make other investments that conform to our investment policy as set by our Board of Directors.

The primary objectives of our investment policy are to provide a source of liquidity, to provide an appropriate return on funds invested, to manage interest rate risk, to meet pledging requirements and to meet regulatory capital requirements.

Our current investment portfolio consists of obligations of U.S.

government agencies or sponsored entities, including mortgage-backed securities, collateralized mortgage obligations, municipal securities, SBA securities and corporate bonds.

As of December 31, 2023, our investment portfolio totaled $163.2 million, with an average yield of 3.9% and an estimated duration of approximately 6.9 years.

Our investment policy is established by the Board of Directors, subject to an annual review by both the Bank’s Board of Directors and Asset/Liability Management Committee.

This review is intended to ensure ongoing compliance to the policy and allows for approval of any needed policy changes.

All securities transactions are reported to the Board of Directors monthly.

The overall objectives of the investment policy are to maintain a portfolio of high-quality investments, provide liquidity when loan demand is high, support earnings when loan demand is low, and maximize earnings while effectively managing risk, including credit risk, reinvestment risk, liquidity risk and interest rate risk.

The policy dictates the criteria for classifying securities as either available for sale or held to maturity.

The policy permits investment in various types of liquid assets permissible under applicable regulations, which include U.S.

Our investment policy, established by the Board of Directors, is reviewed annually by both the Board of Directors and the Asset/Liability Management Committee.

This review is intended to ensure ongoing compliance with the policy and allow for necessary updates.

Additionally, all securities transactions are reported to the Board of Directors on a monthly basis.

The primary objectives of our investment policy are to maintain a high-quality portfolio, provide liquidity during periods of high loan demand, support earnings when loan demand is low, and maximize returns while managing various risks, including credit, reinvestment, liquidity, and interest rate risk.

The policy also defines criteria for classifying securities as either available for sale or held to maturity.

Permitted investments include U.S.

Treasury obligations, U.S.

Government agency obligations, some certificates of deposit of insured banks, mortgage backed and mortgage related securities, corporate notes, municipal bonds, and equity securities.

Investment in non-investment grade bonds and stripped mortgage-backed securities is not permitted under the policy.

government agency obligations, certain certificates of deposit from insured banks, mortgage-backed and mortgage-related securities, corporate notes, municipal bonds, and equity securities.

Investments in non-investment-grade bonds and stripped mortgage-backed securities are not allowed.

In addition to loans, we invest in debt and equity securities in accordance with our investment policy to support liquidity, earnings, and risk management objectives.

Our debt securities portfolio primarily consists of obligations issued by U.S.

government agencies and sponsored enterprises, including mortgage-backed securities, collateralized mortgage obligations, municipal securities, SBA securities, and corporate bonds.

As of December 31, 2024, our total investment in debt securities was $193.3 million, with an average yield of 4.3% and an estimated duration of 6.2 years.

We also invest in equity securities to enhance portfolio diversification, generate capital appreciation, and manage market exposure.

Our equity portfolio currently consists of marketable preferred stock, which is carried at fair value, with unrealized holding gains and losses recognized as non-interest income in the consolidated statement of income.

Gains and losses from sales are determined using the specific identification method.

Premium amortization and discount accretion are recorded as adjustments to interest income over the securities’ maturity period.

As of December 31, 2024, our investment in equity securities totaled $13.1 million, with holding periods determined by market conditions and strategic asset allocation.

This investment policy serves as a guideline to ensure prudent investment decisions that align with the Bank’s overall financial objectives and risk management principles.

3 unchanged sentences

BayCom and United Business Bank are subject to significant regulation by federal and state laws and regulations, and the policies of applicable federal and state banking agencies.

As a bank holding company registered with the Federal

Reserve, we are subject to comprehensive regulation and supervision by the Federal Reserve under the Bank Holding Company Act of 1956, as amended, and the regulations of the Federal Reserve.

As a California chartered bank, the Bank is subject to supervision, periodic examination, and regulation by the California Department of Financial Protection and Innovation (“DFPI”), previously known as the California Department of Business Oversight, and by the Federal Reserve as its primary federal regulator.

As a bank holding company registered with the Federal Reserve, we are subject to comprehensive regulation and supervision by the Federal Reserve under the Bank Holding Company Act of 1956, as amended, and the regulations of the Federal Reserve.

As a California chartered bank that is a member of the Federal Reserve System, the Bank is subject to supervision, periodic examination, and regulation by the

California Department of Financial Protection and Innovation (“DFPI”), previously known as the California Department of Business Oversight, and by the Federal Reserve as its primary federal regulator.

The following discussion of particular statutes and regulations affecting BayCom and United Business Bank is only a brief summary and does not purport to be complete.

2 unchanged sentences

In addition, the regulations governing the Company and the Bank may be amended from time to time by the FDIC, the DFPI, the Federal Reserve and the Consumer Financial Protection Bureau (“CFPB”), an independent bureau of the Federal Reserve.

The CFPB is responsible for the implementation of the federal financial consumer protection and fair lending laws and regulations and has authority to impose new requirements.

The CFPB is responsible for the implementation of the federal financial consumer protection and fair lending laws and regulations and has statutory authority to impose new requirements.

Any change in applicable laws, regulations, or regulatory policies may have a material effect on our business, operations, and prospects.

We cannot predict the nature or the extent of the effects on our business and earnings that any fiscal or monetary policies or new federal or state legislation may have in the future.

We cannot predict the nature or the extent of the effects on our business and earnings that any fiscal or monetary policies or new federal or state legislation or regulations may have in the future.

We also cannot predict whether or when any such changes may occur.

7 unchanged sentences

State Regulation and Supervision.

As a California-chartered commercial bank with branches in the States of California, Nevada, Colorado, New Mexico and Washington, the Bank is subject not only to the applicable provisions of California law and regulations, but is also subject to applicable Colorado, Nevada, New Mexico and Washington law and regulations.

These state laws and regulations govern the Bank’s ability to take deposits and pay interest thereon, make loans on or invest in residential and other real estate, make consumer loans, invest in securities, offer various banking services to its clients and establish branch offices.

6 unchanged sentences

No institution may pay a dividend if it is in default on its federal deposit insurance assessment.

Extraordinary growth in insured deposits during the first and second quarters of 2020 caused the DIF reserve ratio to decline below the statutory minimum of 1.35 percent as of June 30, 2020.

In September 2020, the FDIC Board of Directors adopted a Restoration Plan to restore the reserve ratio to at least 1.35 percent within eight years, absent

extraordinary circumstances, as required by the Federal Deposit Insurance Act.

The Restoration Plan maintained the assessment rate schedules in place at the time and required the FDIC to update its analysis and projections for the DIF balance and reserve ratio at least semiannually.

In the semiannual update for the Restoration Plan in June 2022, the FDIC projected that the reserve ratio was at risk of not reaching the statutory minimum of 1.35 percent by September 30, 2028, the statutory deadline to restore the reserve ratio.

Based on this update, the FDIC Board approved an Amended Restoration Plan, and concurrently proposed an increase in initial base deposit insurance assessment rate schedules uniformly by 2 basis points, applicable to all insured depository institutions.

In October 2022, the FDIC Board finalized the increase with an effective date of January 1, 2023, applicable to the first quarterly assessment period of 2023.

The revised assessment rate schedules are intended to increase the likelihood that the reserve ratio of the DIF reaches the statutory minimum level of 1.35 percent by September 30, 2028.

In October 2022, the FDIC adopted a final rule to increase initial base deposit insurance assessment rates by two basis points beginning with the first quarterly assessment period of 2023.

Any significant increases in insurance assessments may have an adverse effect on the operating expenses and results of operations of the Company.

The Bank paid $1.1 million and $680,000 in FDIC assessments for the year ended December 31, 2023 and 2022, respectively.

The Bank paid $1.1 million in FDIC assessments for both the year ended December 31, 2024 and the year ended December 31, 2023.

The FDIC also may prohibit any insured institution from engaging in any activity determined by regulation or order to pose a serious risk to the DIF.

1 unchanged sentence

It also may suspend deposit insurance temporarily during the hearing process for the permanent termination of insurance if the institution has no tangible capital.

If insurance of accounts is terminated, the accounts at the institution at the time of the termination, less subsequent withdrawals, shall continue to be insured for a period of six months to two years, as determined by the FDIC.

If insurance of accounts is terminated, the accounts at the institution at the time of the termination, less subsequent withdrawals, will continue to be insured for a period of six months to two years, as determined by the FDIC.

Management is not aware of any existing circumstances which would result in termination of the deposit insurance of the Bank.

9 unchanged sentences

Consolidated regulatory capital requirements identical to those applicable to subsidiary banks generally apply to bank holding companies.

However, the Federal Reserve Board has provided a “Small Bank Holding Company” exception to its consolidated capital requirements, and bank holding companies with less than $3.0 billion of consolidated assets are not subject to the consolidated holding company capital requirements unless otherwise directed by the Federal Reserve Board.

However, the Federal Reserve Board has provided a “Small Bank Holding Company” exception to its consolidated capital requirements, and bank holding companies with less than $3.0 billion of consolidated assets, such as BayCom, are not subject to the consolidated holding company capital requirements unless otherwise directed by the Federal Reserve Board.

The Federal Reserve expects holding company subsidiary banks to be Well Capitalized under the prompt corrective action regulations, discussed below.

4 unchanged sentences

and (4) a leverage ratio (the ratio of Tier 1 capital to average total consolidated assets) of 4.0%.

CET1 generally consists of common stock, retained earnings, accumulated other comprehensive income (“AOCI”)

unless an institution elects to exclude AOCI from regulatory capital, and certain minority interests (all of which are subject to applicable regulatory adjustments and deductions).

CET1 generally consists of common stock, retained earnings, accumulated other comprehensive income (“AOCI”) unless an institution elects to exclude AOCI from regulatory capital, and certain minority interests (all of which are subject to applicable regulatory adjustments and deductions).

Tier 1 capital generally consists of CET1 and noncumulative perpetual preferred stock.

9 unchanged sentences

In September 2019, the federal banking agencies adopted a final rule, effective January 1, 2020, creating a community bank leverage ratio ("CBLR") for institutions with total consolidated assets of less than $10 billion, and that meet other qualifying criteria related to off-balance sheet exposures and trading assets and liabilities.

The CBLR provides for a simple measure of capital adequacy for qualifying institutions.

The CBLR provides for a simplified measure of capital adequacy for qualifying institutions.

A bank that elects to use the Community Bank Leverage Ratio will generally be considered Well Capitalized and to have met the risk-based and leverage capital requirements of the capital regulations if it has a leverage ratio greater than 9.0%.

11 unchanged sentences

Banking regulators will take prompt corrective action with respect to depository institutions that do not meet minimum capital requirements.

Additionally, approval of any regulatory application filed for their review may be dependent on compliance with capital requirements.

As of December 31, 2023, the Bank met the requirements to be “Well Capitalized.” and the capital conservation buffer requirement.

Additionally, approval of any application filed with the banking regulators for their review may be dependent on compliance with capital requirements.

For additional information, see “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and “Note 19 — Regulatory Matters” of the

Notes to Consolidated Financial Statements in “Item 8.

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and “Note 19 — Regulatory Matters” of the Notes to Consolidated Financial Statements in “Item 8.

Financial Statements and Supplementary Schedules” contained in this report.

14 unchanged sentences

California-chartered banks have powers generally comparable to those of national banks.

Federal law generally limits the activities and FDIC-insured equity investments of state-chartered banks to those that are permissible for national banks.

Federal law generally limits the activities and equity investments of state-chartered banks to those that are permissible for national banks.

An insured state bank is not prohibited from, among other things, (1) acquiring or retaining a majority interest in a subsidiary, (2) investing as a limited partner in a partnership the sole purpose of which is direct or indirect investment in the acquisition, rehabilitation or new construction of a qualified housing project, provided that such limited partnership investments may not exceed 2% of the bank’s total assets, (3) acquiring up to 10% of the voting stock of a company that solely provides or re-insures directors’, trustees’ and officers’ liability insurance coverage or bankers’ blanket bond group insurance coverage for insured depository institutions, and (4) acquiring or retaining the voting shares of a depository institution if certain requirements are met.

4 unchanged sentences

Since the enactment of the CERCLA, this “secured creditor exemption” has been the subject of judicial interpretations which have left open the possibility that lenders could be liable for cleanup costs on contaminated property that they hold as collateral for a loan.

contamination) could be subject to liability for cleanup costs, which costs often substantially exceed the value of the collateral property.

To the extent that legal uncertainty exists in this area, all creditors, including the Bank, that have made loans secured by properties with potentially hazardous waste contamination (such as petroleum contamination) could be subject to liability for cleanup costs, which costs often substantially exceed the value of the collateral property.

Federal Reserve System.

1 unchanged sentence

The Federal Reserve requires all depository institutions to maintain reserves at specified levels against their transaction accounts, primarily checking accounts.

The Federal Reserve reduced reserve requirement ratios to zero percent effective on March 26, 2020.

The Federal Reserve reduced reserve requirement ratios to zero percent effective March 26, 2020, and has not changed them since then.

Affiliate Transactions.

11 unchanged sentences

The Bank received a “satisfactory” rating during its most recently completed CRA examination.

On October 24, 2023, the federal banking agencies, including the Federal Reserve issued a final rule designed to strengthen and modernize regulations implementing the CRA.

On October 24, 2023, the federal banking agencies, including the Federal Reserve issued a final rule designed to strengthen and modernize the regulations implementing the CRA.

The changes are designed to encourage banks to expand access to credit, investment and banking services in low- and moderate-income communities, adapt to changes in the banking industry, including mobile and internet banking, provide greater clarity and consistency in the application of the CRA regulations and tailor CRA evaluations and data collection to bank size and type.

The Bank cannot predict the impact the changes to the CRA will have on its operations at this time.

The Bank cannot predict the impact the changes to the CRA regulations will have on its operations.

The applicability date for the majority of the changes is January 1, 2026, with additional requirements becoming applicable on January 1, 2027.

Dividends from the Bank constitute the major source of funds available for dividends which may be paid to the Company’s shareholders.

The amount of dividends payable by the Bank to the Company depend upon the Bank’s earnings and capital position, and is limited by federal and state laws, regulations and policies.

According to California law, neither a bank nor any majority-owned subsidiary of a bank may make a distribution to its shareholders in an amount which exceeds the lesser of (i) the bank’s retained earnings or (ii) the bank’s net income for its last three fiscal years, less the amount of any distributions made by the bank or by any majority-owned subsidiary of the bank during such period.

Under California law, neither a bank nor any majority-owned subsidiary of a bank may make a distribution to its shareholders in an amount which exceeds the lesser of (i) the bank’s retained earnings or (ii) the bank’s net income for its last three fiscal years, less the amount of any distributions made by the bank or by any majority-owned subsidiary of the bank during such period.

Notwithstanding the foregoing, a bank may, with the prior approval of the DFPI, make a distribution to the shareholders of the bank in an amount not exceeding the greatest of:

5 unchanged sentences

In addition, under federal law, a Federal Reserve member bank, such as the Bank, may not declare or pay a dividend if the total of all dividends declared during the calendar year, including a proposed dividend, exceeds the sum of the Bank’s net income during the calendar year and the retained net income of the prior two calendar years, unless the dividend has been approved by the Federal Reserve.

Moreover, the federal bank regulatory agencies also have the general authority to limit the dividends paid by insured banks if such payments should be deemed to constitute an unsafe and unsound practice and failure to meet the capital conservation buffer requirement will result in restrictions on dividends.

Moreover, the federal bank regulatory agencies also have the general authority to limit the dividends paid by insured banks if such payments are deemed to constitute an unsafe and unsound practice, and failure to meet the capital conservation buffer requirement will result in restrictions on dividends.

Privacy Standards and Cybersecurity.

2 unchanged sentences

These guidelines, along with related regulatory materials, increasingly focus on risk management and processes related to information technology and the use of third parties in the provision of financial services.

These regulations require the Bank to disclose its privacy policy, including informing consumers of its information sharing practices and informing consumers of their rights to opt out of certain practices.

These regulations require the Bank to disclose its privacy policy, including informing consumers of its information sharing practices and informing consumers of their rights to opt out of

certain practices.

In addition, on November 18, 2021, the federal banking agencies announced the adoption of a final rule providing for new notification requirements for banking organizations and their service providers for significant cybersecurity incidents.

5 unchanged sentences

Specifically, the California Consumer Privacy Act of 2018 (the “CCPA”), effective since January 1, 2020, grants California residents certain rights including the ability to request information disclosure, deletion of personal information, opt-out from the sale of personal information, and protection against discriminatory practices for exercising these rights.

Significantly, the CCPA introduces a private right of action for data security breaches, exposing the Bank to potential statutory damages and the likelihood of class actions.

Significantly, the CCPA introduces a private right of action for data security breaches, exposing the Bank to potential statutory damages and the likelihood of class action lawsuits.

While the Bank enjoys certain exemptions under the CCPA, these exemptions do not provide immunity from the private right of action concerning data security breaches.

9 unchanged sentences

For information regarding the Company’s cybersecurity risk management, strategy, and governance, see “Item 1C.

Cybersecurity” in Part I this Form 10-K.

Cybersecurity” in Part I of this Form 10-K.

Anti-Money Laundering and Client Identification.

7 unchanged sentences

The Dodd-Frank Act established the CFPB and empowered it to exercise broad regulatory, supervisory and enforcement authority with respect to both new and existing consumer financial protection laws.

Banks are subject to consumer protection regulations issued by the CFPB, but as a financial institution with assets of less than $10 billion, the Bank is generally subject to supervision and enforcement by the Federal Reserve and the DFPI with respect to our compliance with consumer financial protection laws and CFPB regulations.

Reserve and the DFPI with respect to our compliance with consumer financial protection laws and CFPB regulations.

As of now, the CFPB’s future remains uncertain, with ongoing discussions about potential restructuring or replacement by other regulatory frameworks.

The Bank is subject to a broad array of federal and state consumer protection laws and regulations that govern almost every aspect of its business relationships with consumers.

14 unchanged sentences

The Company, as sole shareholder of the Bank, is a bank holding company registered with the Federal Reserve.

Bank holding companies are subject to comprehensive regulation by the Federal Reserve under the under the BHCA, and the regulations of the Federal Reserve.

Bank holding companies are subject to comprehensive regulation by the Federal Reserve under the BHCA and the regulations of the Federal Reserve.

We are required to file quarterly reports with the Federal Reserve and to provide additional information as the Federal Reserve may require.

The Federal Reserve may examine us or any of our subsidiaries, and charge us for the cost of the examination.

The Federal Reserve also has extensive enforcement authority

over bank holding companies, including, among other things, the ability to assess civil money penalties, to issue cease and desist or removal orders and to require that a holding company divest subsidiaries (including its bank subsidiaries).

The Federal Reserve also has extensive enforcement authority over bank holding companies, including, among other things, the ability to assess civil money penalties, to issue cease and desist or removal orders and to require that a holding company divest subsidiaries (including its bank subsidiaries).

In general, enforcement actions may be initiated for violations of law and regulations and unsafe or unsound practices.

1 unchanged sentence

The Bank Holding Company Act.

Under the BHCA, we are supervised by the Federal Reserve.

Under the BHCA, as a bank holding company, we are supervised by the Federal Reserve.

The Federal Reserve has a long-standing policy that a bank holding company is required to serve as a source of financial and managerial strength to its subsidiary banks and may not conduct its operations in an unsafe or unsound manner.

29 unchanged sentences

In addition, among other changes, the Dodd-Frank Act requires public companies to (i) provide their shareholders with a non-binding vote (a) at least once every three years on the compensation paid to executive officers and (b) at least once every six years on whether they should have a “say on pay” vote every one, two or three years;

(ii) have a separate,

non-binding shareholder vote regarding golden parachutes for named executive officers when a shareholder vote takes place on mergers, acquisitions, dispositions or other transactions that would trigger the parachute payments;

(ii) have a separate, non-binding shareholder vote regarding golden parachutes for named executive officers when a shareholder vote takes place on mergers, acquisitions, dispositions or other transactions that would trigger the parachute payments;

(iii) provide disclosure in annual proxy materials concerning the relationship between the executive compensation paid and the financial performance of the issuer;

and (iv) disclose the ratio of the Chief Executive Officer’s annual total compensation to the median annual total compensation of all other employees.

The company as an “emerging growth company,” unlike other public companies that are not emerging growth companies under the JOBS Act, will not be required to comply with the foregoing disclosure requirements for as long as it maintains its emerging growth company status.

We will remain an emerging growth company until the earliest of (i) the end of the fiscal year during which we have total annual gross revenues of $1.07 billion or more, (ii) the end of the fiscal year following the fifth anniversary of the completion of our initial public offering (i.e., December 31, 2023), (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt and (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act.

The regulations to implement the provisions of Section 619 of the Dodd-Frank Act, commonly referred to as the Volcker Rule, contain prohibitions and restrictions on the ability of financial institutions holding companies and their affiliates to engage in proprietary trading and to hold certain interests in, or to have certain relationships with, various types of investment funds, including hedge funds and private equity funds.

The regulations to implement the provisions of Section 619 of the Dodd-Frank Act, commonly referred to as the Volcker Rule, contain prohibitions and restrictions on the ability of financial institution holding companies and their affiliates to engage in proprietary trading and to hold certain interests in, or to have certain relationships with, various types of investment funds, including hedge funds and private equity funds.

The Company is continuously reviewing its investment portfolio to determine if changes in its investment strategies are in compliance with the various provisions of the Volcker Rule regulations.

2 unchanged sentences

The Federal Reserve may not approve the acquisition of a bank that has not been in existence for the minimum time period (not exceeding five years) specified by the statutory law of the host state.

Nor may the Federal Reserve approve an application if the applicant (and its depository institution affiliates) controls or would control more than 10.0% of the insured deposits in the United States or 30% or more of the deposits in the target bank’s home state or in any state in which the target bank maintains a branch.

Nor may the Federal Reserve approve an application if the applicant (and its depository institution affiliates) controls or would control more than 10.0% of the insured deposits in the United States or 30% or more of the deposits in the target bank’s home state or any state in which the target bank maintains a branch.

Federal law does not affect the authority of states to limit the percentage of total insured deposits in the state which may be held or controlled by a bank holding company to the extent such limitation does not discriminate against out-of-state banks or bank holding companies.

10 unchanged sentences

The Federal Reserve may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe or unsound practice, or violate any law or regulation, Federal Reserve order, or any condition imposed by or written agreement with, the Federal Reserve.

Market for Registrant’s Common

Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Stock Repurchases” contained in this Form 10-K.

The financial services industry is highly competitive as we compete for loans, deposits and client relationships in our market.

We compete for loans, deposits, and financial services in all our principal markets.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Stock Repurchases” contained in this Form 10-K.

The financial services industry is highly competitive.

We compete for loans, deposits, and other financial services in all our principal markets.

We compete directly with other bank and nonbank institutions, including credit unions located within our markets, internet-based banks and “FinTech” companies that rely on technology to provide financial services, out of market banks and bank holding companies that advertise in or otherwise serve our markets, along with money market and mutual funds, brokerage houses, mortgage companies, insurance companies and other commercial entities that offer financial services products.

Competition involves efforts to retain current clients, make new loans and obtain new deposits, increase the scope and sophistication of services offered and offer competitive interest rates paid on deposits and charged on loans.

In commercial banking, we face competition to underwrite loans to sound, stable businesses and real estate projects at competitive price levels that make sense for our business and risk profile.

Our major competitors include larger national, regional and local financial institutions and other providers of financial services, including finance companies, mutual funds, insurance companies, that may have the ability to make loans on larger projects than we can or provide a larger mix of product offerings.

In commercial banking, we face competition to underwrite loans to sound, stable businesses and real estate projects at price levels that make sense for our business and risk profile.

Our major competitors include larger national, regional and local financial institutions and other providers of financial services, including finance companies, mutual funds and insurance companies, that may have the ability to make loans on larger projects than we can or provide a larger mix of product offerings.

We also compete with smaller, local financial institutions that may have aggressive pricing and unique terms on various types of loans and, increasingly, FinTech companies that offer their products exclusively through web-based portals.

12 unchanged sentences

As of December 31, 2024, we had approximately 324 full-time equivalent employees, with approximately 71% identifying as female and 29% as male, and women holding 68% of the Company’s management roles.

reflecting our commitment to gender diversity in leadership.

The average tenure of employees was 5.5 years as of December 31, 2023,

signifying a stable and experienced team.

The average tenure of employees was 6.1 years as of December 31, 2024, signifying a stable and experienced team.

The ethnicity of our workforce was 35% White, 31% Asian, 26% Hispanic/Latino, 3% Black, 2% Two or More Races, and 3% Other.

10 unchanged sentences

(1) Includes employees self-disclosed as Asian, Black, Native Hawaiian or Other Pacific Islander, or Two or More Races.

At December 31, 2023, three of BayCom’s nine Board members identified as female and two directors, one male and one female, identified as underrepresented minorities (including one who identified as a member of two or more races).

Under the Nasdaq rules, an “underrepresented minority” is an individual who self-identifies in one or more of the following groups:

Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander or Two or More Races or Ethnicities.

None of our employees are represented by any collective bargaining unit or are a party to a collective bargaining agreement , and management considers its relationship with employees to be good.

We believe our ability to attract and retain employees is a key to the Bank’s success.

Reflecting our commitment, our compensation philosophy includes market-competitive total rewards programs.

Reflecting our commitment, our compensation philosophy includes

market-competitive total rewards programs.

Alongside competitive base wages, these programs encompass annual bonus opportunities, a Company-matched 401(k) plan, comprehensive healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, family care resources, flexible work schedules, and employee assistance programs.

6 unchanged sentences

Simultaneously, incorporating external perspectives supports a continuous improvement mindset, ensuring our workforce remains dynamic and innovative.

Information About our Executive Officers

Officers are elected annually to serve for a one-year term.

There are no arrangements or understandings between the officers and any other person pursuant to which he or she was or is to be selected as an officer.

Guarini, age 70, is currently the President and Chief Executive Officer of BayCom and United Business Bank (formerly known as Bay Commercial Bank).

Prior to opening the Bank in 2004, Mr.

Guarini was the Senior Vice President and Senior Lending Officer of Summit Bank, a community bank headquartered in Oakland, California.

In addition to serving as the Senior Vice President and Senior Lending Officer of Summit Bank from 2000 to 2003, Mr.

Guarini served as the Summit Bank’s acting president between August 2001 and August 2002.

From 1994 to 1999, Mr.

Guarini enjoyed a career with Imperial Capital based in Glendale, California, where he began as Senior Vice President and was charged with resolving significant loan portfolio weaknesses.

In 1995, following a successful initial public offering by ITLA Capital Corporation, parent of Imperial Capital Bank, he was appointed as Bank’s Chief Lending Officer.

Guarini served as the founding Chief Executive Officer of ITLA Funding Corporation, a wholly owned subsidiary of ITLA Capital Corporation.

Prior to joining Imperial Capital Bank, Mr.

Guarini held the position of Senior Vice President for California Republic Bank from 1991 to 1994.

Guarini earned his Bachelor of Arts degree in Economics from Rutgers University.

Guarini’s qualifications to serve as a member of our Board of Directors include more than 30 years of experience in the banking industry, holding key executive and senior level management positions with national and regional financial institutions.

King, age 61, is the Senior Executive Vice President and Chief Operating Officer of BayCom.

King has served as the Chief Operating Officer of United Business Bank (formerly known as Bay Commercial Bank) since its inception in 2004.

King is a member of the executive management team and has over 30 years of banking experience.

Prior to joining the Bank, Ms.

King was employed by Circle Bank in Novato, California from 1999 – 2004 where she served as the Chief Branch Administrative Officer and was a member of the executive management team.

She was responsible for all aspects of operations, including Branch Development, Human Resources, Information Technology and Compliance.

Prior to this, Ms.

King was the Vice President of Operations for Valencia Bank & Trust in Valencia, California from 1987 – 1998 where she was responsible for Branch Development, Centralized Operations, Information Technology and Deposit Compliance.

King earned her B.S.

degree in Business Administration from the University of Phoenix.

Colwell, age 64, is the Senior Executive Vice President, Chief Financial Officer and Corporate Secretary of BayCom.

Colwell has served as the Chief Financial Officer and Corporate Secretary of United Business Bank (formerly known as Bay Commercial Bank) since inception in 2004 and is presently also the Bank’s Chief Administrative Officer.

Colwell is a member of the executive management team and is responsible for all aspects of accounting and finance functions including financial reporting, asset liability management, and budget and financial planning.

She also oversees the Bank’s risk management process.

She has over 29 years in banking and finance.

Prior to joining the Bank, Ms.

Colwell was employed by The San Francisco Company and Bank of San Francisco, where she served as the Executive Vice President and Chief Financial Officer from 1996 through the sale of the company in 2001.

Colwell served as the Vice President/Senior Financial Management of First Nationwide Bank from 1988 – 1992.

Prior to joining First Nationwide Bank, Ms.

Colwell was the Vice President and Controller at Independence Savings and Loan Association.

Colwell worked in public accounting after graduating from college.

She obtained her Certified Public Accountant license in 1984.

Colwell holds a B.S.

degree from California State University, Chico.

Mary Therese (Terry) Curley:

Curley, age 66, joined the Bank as Executive Vice President, and Director of Labor Service Division in April 2017, in connection with our acquisition of First ULB Corp and its wholly owned subsidiary, United Business Bank, FSB.

In 2022 she assumed the additional role of Chief Credit Officer of the Bank.

Curley’s extensive banking career includes servings as EVP/ Chief Credit Officer (2012 – 2017), SVP/Credit Administrator (2009 – 2012), Credit Card Administrator (2008 – 2009), SVP/Regional Sales Manager (2005 – 2009), VP/Branch Manager (2000 – 2005) and Business Development Officer (1995 – 2000) at her previous bank.

Curley received a B.A.

in Political, Legal and Economic Analysis from Mills College, Oakland, in California.

In 2005, she earned a graduate certificate from the Pacific Coast Banking School at University of Washington, Seattle.

Pak, age 53, has been in the banking industry for over 30 years and has served the Bank as its Executive Vice President and Chief Lending Officer since January 2019.

He joined the Bank in September 2016 as Senior Vice President and SBA Manager and was promoted to Executive Vice President and Chief Lending Officer in January 2019.

As a member of the executive management team, he is responsible for overall organic loan growth in Commercial Real Estate, Commercial and Industrial lending, United States Department of Agriculture (“USDA”) and various government guaranteed programs including the SBA 7(a), SBA 504, Agricultural and Northern California FDC program.

He has worked in many aspects of banking including retail management, consumer mortgage, commercial middle market, and government guaranteed programs.

He has also worked at financial institutions of distinct sizes, including Wells Fargo, Bank of America, Citibank, Bank of the West, credit unions, and community banks that served the SBA community including Open Bank, Wilshire State Bank and Nara Bank.

Pak holds a B.A.

degree from Bethany University, Scotts Valley and earned a graduate certificate from the Pacific Coast Banking School at University of Washington, Seattle.

Izabella Zhu Mitchell:

Mitchell, age 45, joined the Bank as Chief Risk Officer and a member of the executive management team in September 2013.

Mitchell is responsible for enabling effective and efficient risk governance with forward looking enterprise risk management approaches as the Bank pursues growth strategies while maintaining safety and soundness.

She also oversees regulatory relations, internal audit, and community development.

Prior to joining the Bank, Ms.

Mitchell was a Senior Financial Institutions Examiner and a founding and inaugural member of the Examiner Council at the California Department of Business Oversight.

She has served as Examiner-in-Charge of various large banks, troubled financial institutions, and trust departments.

Prior to that, Ms.

Mitchell was a financial advisor at Morgan Stanley.

Mitchell earned a Master’s degree in Public Administration in International Development from the Kennedy School at Harvard University and a Bachelor’s degree in International Economics from Peking University.

Mitchell is also a Certified Fiduciary Investment Risk Specialist, and certified in Risk and Information Systems Control by ISACA.

Corporate Information

6 unchanged sentences

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 1. Business