BayCom Corp 10-K

Item 8. Financial Statements and Supplementary Data BAYCOM CORP AND SUBSIDIARY INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ Report of Independent Registered Public Accounting Firm – Moss Adams LLP (PCAOB ID 659 ) 73 ​ ​ Consolidated Financial Statements ​ ​ ​ Consolidated Balance Sheets – December 31, 2024 and 2023 76 ​ ​ Consolidated Statements of Income – Years Ended December 31, 2024, 2023 and 2022 77 ​ ​ Consolidated Statements of Comprehensive Income – Years Ended December 31, 2024, 2023 and 2022 78 ​ ​ Consolidated Statements of Changes in Shareholders’ Equity – Years ended December 31, 2024, 2023 and 2022 79 ​ ​ Consolidated Statements of Cash Flows – Years Ended December 31, 2024, 2023, and 2022 80 ​ ​ Notes to Consolidated Financial Statements 82 ​ ​ ​ 72 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of BayCom Corp and Subsidiary Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of BayCom Corp and Subsidiary (the “Company”) as of December 31, 2024 and 2023 , the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024 , and the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2024 , based on criteria established in Internal Control – Integrated Framework ( 2013 ) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023 , and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 , in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 , based on criteria established in Internal Control – Integrated Framework ( 2013 ) issued by COSO. Change in Accounting Principle As discussed in Notes 1 and 5 to the consolidated financial statements, the Company has changed its method of accounting for credit losses due to the adoption of Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses . Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting . Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. 73 Table of Contents Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Allowance for Credit Losses for Loans and Leases As described in Notes 1 and 5 to the consolidated financial statements, the Company’s allowance for credit losses for loans balance was $17.9 million as of December 31, 2024, and is estimated using relevant information, from both internal and external sources, related to past events, current conditions, and reasonable and supportable forecasts. ​ 74 Table of Contents We identified the estimation of qualitative internal and external risk factors within the calculation of the allowance for credit losses as a critical audit matter. The principal considerations for our determination of the allowance for credit losses as a critical audit matter is the subjectivity and significant judgment required by management in the determination of these key assumptions. Auditing management’s judgements regarding the qualitative internal and external risk factors involved significant audit effort, including a high degree of subjectivity and judgment when performing the audit procedures and evaluating the results of those procedures. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included evaluating the design and testing the operating effectiveness of internal controls relating to management’s calculation of the allowance for credit losses on loans, including controls related to evaluation of the qualitative internal and external risk factors. Our audit procedures included the following, among others: ● Evaluating the reasonableness of the significant assumptions used by management as well as the relevance and reliability of the data used by management related to the qualitative internal and external risk factors. ​ ● Tested the mathematical accuracy of the allowance for credit losses by reperforming or independently calculating significant elements of the estimate, as well as testing completeness and accuracy of the underlying data and model inputs used in the calculation. ​ /s/ Moss Adams LLP ​ Sacramento, California March 14, 2025 We have served as the Company’s auditor since 2018. ​ 75 Table of Contents ​ BAYCOM CORP AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS December 31, 2024 and 2023 (In thousands, except for share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2024 2023 ASSETS ​ ​ Cash due from banks ​ $ 23,138 ​ $ 17,901 Federal funds sold and interest-bearing balances in banks ​ 340,894 ​ 289,638 Cash and cash equivalents ​ ​ 364,032 ​ 307,539 Time deposits in banks ​ ​ 249 ​ 1,245 Investment securities available-for-sale ("AFS"), at fair value, net of allowance for credit losses of $ 0 at both December 31, 2024 and December 31, 2023 ​ ​ 193,328 ​ 163,152 Equity securities, at fair value ​ ​ 13,120 ​ ​ 12,585 Federal Home Loan Bank ("FHLB") stock, at par ​ ​ 11,313 ​ 11,313 Federal Reserve Bank ("FRB") stock, at par ​ ​ 9,645 ​ 9,626 Loans held for sale ​ ​ 2,216 ​ — Loans, net of allowance for credit losses of $ 17,900 at December 31, 2024 and $ 22,000 at December 31, 2023 ​ ​ 1,934,996 ​ 1,905,829 Premises and equipment, net ​ ​ 13,386 ​ 13,734 Core deposit intangible, net ​ ​ 2,693 ​ 3,915 Cash surrender value of bank owned life insurance ("BOLI") policies, net ​ ​ 23,591 ​ 22,867 Right-of-use assets ("ROU"), net ​ ​ 13,383 ​ ​ 13,939 Goodwill ​ ​ 38,838 ​ 38,838 Interest receivable and other assets ​ ​ 43,718 ​ 47,378 Total assets ​ $ 2,664,508 ​ $ 2,551,960 LIABILITIES AND SHAREHOLDERS’ EQUITY ​ ​ ​ ​ ​ Noninterest and interest bearing deposits ​ $ 2,234,009 ​ $ 2,132,750 Junior subordinated deferrable interest debentures, net ​ 8,645 ​ 8,565 Subordinated debt, net ​ ​ 63,736 ​ ​ 63,881 Salary continuation plan ​ 4,737 ​ 4,552 Lease liabilities ​ 14,383 ​ 14,752 Interest payable and other liabilities ​ 14,632 ​ 14,591 Total liabilities ​ 2,340,142 ​ 2,239,091 Commitments and contingencies (Note 16) ​ ​ Shareholders' equity ​ ​ Preferred stock, no par value; 10,000,000 shares authorized; no shares issued and outstanding at both December 31, 2024 and December 31, 2023 ​ — ​ — Common stock, no par value; 100,000,000 shares authorized; 11,121,475 and 11,551,271 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively ​ 172,254 ​ 180,913 Additional paid in capital ​ 287 ​ 287 Accumulated other comprehensive loss, net of tax ​ ( 13,006 ) ​ ( 14,592 ) Retained earnings ​ 164,831 ​ 146,261 Total shareholders’ equity ​ 324,366 ​ 312,869 Total liabilities and shareholders’ equity ​ $ 2,664,508 ​ $ 2,551,960 ​ The accompanying notes are an integral part of the consolidated financial statements. 76 Table of Contents BAYCOM CORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME For the years ended December 31, 2024, 2023 and 2022 (In thousands, except for share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ (As Restated) Interest income: ​ ​ ​ Loans, including fees ​ $ 104,062 ​ $ 106,316 ​ $ 95,722 Investment securities ​ 8,980 ​ 6,993 ​ 6,085 Fed funds sold and interest-bearing balances in banks ​ ​ 17,079 ​ ​ 11,589 ​ ​ 4,025 FHLB dividends ​ 1,011 ​ 862 ​ 684 FRB dividends ​ 578 ​ 577 ​ 549 Total interest and dividend income ​ 131,710 ​ 126,337 ​ 107,065 Interest expense: ​ ​ ​ Deposits ​ 36,139 ​ 24,040 ​ 6,273 Subordinated debt ​ ​ 3,567 ​ ​ 3,582 ​ ​ 3,582 Junior subordinated deferrable interest debentures ​ 863 ​ 841 ​ 496 Total interest expense ​ 40,569 ​ 28,463 ​ 10,351 Net interest income ​ 91,141 ​ 97,874 ​ 96,714 Provision for credit losses ​ 1,265 ​ 2,015 ​ 4,441 Net interest income after provision for credit losses ​ 89,876 ​ 95,859 ​ 92,273 Noninterest income: ​ ​ ​ Gain on sale of loans ​ 287 ​ 508 ​ 2,747 Gain (loss) on equity securities ​ ​ 463 ​ ​ ( 1,141 ) ​ ​ ( 4,573 ) Service charges and other fees ​ 3,352 ​ 3,570 ​ 3,107 Loan servicing and other loan fees ​ 1,550 ​ 1,879 ​ 2,176 (Loss) income on investment in Small Business Investment Company (“SBIC”) fund ​ ( 500 ) ​ 1,097 ​ ( 70 ) Bargain purchase gain ​ ​ — ​ ​ — ​ ​ 1,665 Other income and fees ​ 1,225 ​ 1,064 ​ 1,048 Total noninterest income ​ 6,377 ​ 6,977 ​ 6,100 Noninterest expense: ​ ​ ​ Salaries and employee benefits ​ 38,906 ​ 41,001 ​ 40,480 Occupancy and equipment ​ 8,675 ​ 8,158 ​ 8,384 Data processing ​ 7,274 ​ 6,622 ​ 6,969 Other expense ​ 9,278 ​ 8,897 ​ 10,102 Total noninterest expense ​ 64,133 ​ 64,678 ​ 65,935 Income before provision for income taxes ​ 32,120 ​ 38,158 ​ 32,438 Provision for income taxes ​ 8,506 ​ 10,733 ​ 8,708 Net income ​ $ 23,614 ​ $ 27,425 ​ $ 23,730 Earnings per common share: ​ ​ ​ Basic earnings per common share ​ $ 2.10 ​ $ 2.27 ​ $ 1.81 Weighted average common shares outstanding ​ 11,262,409 ​ 12,074,198 ​ 13,124,179 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted earnings per common share ​ $ 2.10 ​ $ 2.27 ​ $ 1.81 Weighted average common shares outstanding ​ 11,262,409 ​ 12,074,198 ​ 13,124,179 ​ The accompanying notes are an integral part of the consolidated financial statements. ​ 77 Table of Contents BAYCOM CORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2024, 2023 and 2022 (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ (As Restated) Net income ​ $ 23,614 ​ $ 27,425 ​ $ 23,730 Other comprehensive income (loss): ​ ​ ​ Change in unrealized gain (loss) on AFS securities ​ 2,303 ​ ( 4,255 ) ​ ( 19,275 ) Deferred tax (expense) benefit ​ ( 717 ) ​ 1,224 ​ 5,548 Other comprehensive income (loss), net of tax ​ 1,586 ​ ( 3,031 ) ​ ( 13,727 ) Total comprehensive income ​ $ 25,200 ​ $ 24,394 ​ $ 10,003 ​ The accompanying notes are an integral part of the consolidated financial statements. ​ 78 Table of Contents BAYCOM CORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY For the years ended December 31, 2024, 2023 and 2022 (In thousands, except for share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ Common ​ Additional ​ Other ​ ​ ​ ​ Total ​ Number of ​ Stock ​ Paid in ​ Comprehensive ​ Retained ​ Shareholders’ ​ Shares ​ Amount ​ Capital ​ Income/(Loss) ​ Earnings ​ Equity Balance, January 1, 2022 10,680,386 ​ $ 157,098 ​ $ 287 ​ $ 2,166 ​ $ 103,056 ​ $ 262,607 Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23,730 ​ ​ 23,730 Other comprehensive loss, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 13,727 ) ​ ​ ​ ​ ​ ( 13,727 ) Restricted stock granted 33,091 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — Forfeiture of restricted stock granted ( 1,854 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — Issuance of common shares to acquire Pacific Enterprise Bancorp 3,032,579 ​ ​ 64,140 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 64,140 Cash dividends of $ 0.20 per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 2,664 ) ​ ​ ( 2,664 ) Stock based compensation ​ ​ ​ 1,022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,022 Repurchase of shares ( 905,740 ) ​ ​ ( 17,959 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 17,959 ) Balance, December 31, 2022 (As Restated) 12,838,462 ​ $ 204,301 ​ $ 287 ​ $ ( 11,561 ) ​ $ 124,122 ​ $ 317,149 Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 27,425 ​ ​ 27,425 Other comprehensive loss, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 3,031 ) ​ ​ ​ ​ ​ ( 3,031 ) Cumulative change from adoption of ASU 2016-13, net of tax ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 491 ) ​ ​ ( 491 ) Restricted stock granted 41,849 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — Cash dividends of $ 0.40 per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 4,795 ) ​ ​ ( 4,795 ) Stock based compensation ​ ​ ​ 726 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 726 Repurchase of shares ( 1,329,040 ) ​ ​ ( 24,114 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 24,114 ) Balance, December 31, 2023 11,551,271 ​ $ 180,913 ​ $ 287 ​ $ ( 14,592 ) ​ $ 146,261 ​ $ 312,869 Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23,614 ​ ​ 23,614 Other comprehensive income, net ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,586 ​ ​ ​ ​ ​ 1,586 Restricted stock granted 33,760 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — Forfeiture of restricted stock granted ( 7,902 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash dividends of $ 0.45 per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 5,044 ) ​ ​ ( 5,044 ) Stock based compensation ​ ​ ​ 588 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 588 Repurchase of shares ( 455,654 ) ​ ​ ( 9,247 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 9,247 ) Balance, December 31, 2024 11,121,475 ​ $ 172,254 ​ $ 287 ​ $ ( 13,006 ) ​ $ 164,831 ​ $ 324,366 ​ ​ The accompanying notes are an integral part of the consolidated financial statements. ​ 79 Table of Contents BAYCOM CORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2024, 2023 and 2022 (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ ​ December 31, ​ ​ 2024 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ (As Restated) ​ Cash flows from operating activities: ​ ​ ​ ​ Net income ​ $ 23,614 ​ $ 27,425 ​ $ 23,730 ​ Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ Provision for credit losses ​ 1,265 ​ 2,015 ​ 4,441 ​ Deferred tax expense (benefit) ​ 801 ​ 1 ​ ( 1,712 ) ​ Amortization (accretion) on acquired loans ​ 28 ​ ( 876 ) ​ ( 375 ) ​ Gain on sale of loans ​ ( 287 ) ​ ( 508 ) ​ ( 2,747 ) ​ Proceeds from sale of loans originated for sale ​ 4,749 ​ 9,585 ​ 42,515 ​ Loans originated for sale ​ ( 3,562 ) ​ ( 7,201 ) ​ ( 33,957 ) ​ Loss on sale of OREO ​ — ​ 21 ​ — ​ Bargain purchase gain ​ — ​ — ​ ( 1,665 ) ​ Accretion on junior subordinated debentures ​ 80 ​ 81 ​ 81 ​ Gain on repayment of subordinated debt, net ​ ​ ( 34 ) ​ ​ — ​ ​ — ​ Increase in cash surrender value of life insurance policies ​ ( 724 ) ​ ( 674 ) ​ ( 603 ) ​ Amortization/accretion of premiums/discounts on investment securities, net ​ 35 ​ 340 ​ 592 ​ (Gain) loss on equity securities ​ ​ ( 463 ) ​ ​ 1,141 ​ ​ 4,573 ​ Depreciation and amortization ​ 2,045 ​ 1,677 ​ 1,975 ​ Core deposit intangible amortization ​ 1,222 ​ 1,286 ​ 2,044 ​ Stock based compensation expense ​ 588 ​ 726 ​ 1,022 ​ Decrease in deferred loan origination fees, net ​ ( 93 ) ​ ( 138 ) ​ ( 1,821 ) ​ Net change in interest receivable and other assets ​ 2,515 ​ 1,753 ​ ( 2,342 ) ​ Increase (decrease) in salary continuation plan, net ​ 185 ​ ( 288 ) ​ 447 ​ Net change in interest payable and other liabilities ​ ( 1,607 ) ​ ( 5,564 ) ​ 3,414 ​ Net cash provided by operating activities ​ 30,357 ​ 30,802 ​ 39,612 ​ Cash flows from investing activities: ​ ​ ​ ​ Proceeds from maturities of interest bearing deposits in banks ​ 996 ​ 996 ​ 1,344 ​ Purchase of investment securities AFS ​ ( 49,856 ) ​ ( 25,267 ) ​ ( 28,878 ) ​ Purchase of equity securities ​ ​ — ​ ​ — ​ ​ — ​ Proceeds from maturities, repayments and calls of investment securities AFS ​ 21,877 ​ 11,555 ​ 11,052 ​ Proceeds from sales of investment securities AFS ​ — ​ — ​ 63 ​ Purchase of FHLB stock ​ — ​ ( 634 ) ​ — ​ Purchase of FRB stock ​ ( 19 ) ​ ( 24 ) ​ ( 1,010 ) ​ Proceeds from sale of loans ​ ​ 6,337 ​ ​ — ​ ​ — ​ Purchase of loans ​ ​ ( 86,071 ) ​ ​ ( 17,719 ) ​ ​ ( 13,975 ) ​ Decrease in loans, net ​ 46,251 ​ 113,618 ​ 67,764 ​ Purchase of equipment and leasehold improvements, net ​ ( 1,701 ) ​ ( 2,123 ) ​ ( 843 ) ​ Net cash received for acquisitions ​ ​ — ​ ​ — ​ ​ 18,423 ​ Net cash (used in) provided by investing activities ​ ( 62,186 ) ​ 80,402 ​ 53,940 ​ ​ The accompanying notes are an integral part of the consolidated financial statements. 80 Table of Contents BAYCOM CORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS – (continued) For the years ended December 31, 2024, 2023 and 2022 (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ December 31, ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ (As Restated) Cash flows from financing activities: ​ ​ ​ Increase (decrease) in noninterest and interest bearing deposits in banks, net ​ 22,100 ​ ( 136,624 ) ​ ( 30,954 ) Increase (decrease) in time deposits, net ​ 79,159 ​ 183,895 ​ ( 245,491 ) Repayment of subordinated debt, net ​ ​ ( 315 ) ​ ​ — ​ ​ — Repurchase of common stock ​ ( 9,247 ) ​ ( 24,114 ) ​ ( 17,959 ) Dividends paid on common stock ​ ​ ( 3,375 ) ​ ​ ( 3,637 ) ​ ​ ( 2,020 ) Net cash provided by (used in) financing activities ​ 88,322 ​ 19,520 ​ ( 296,424 ) Increase (decrease) in cash and cash equivalents ​ 56,493 ​ 130,724 ​ ( 202,872 ) Cash and cash equivalents at beginning of period ​ 307,539 ​ 176,815 ​ 379,687 Cash and cash equivalents at end of period ​ $ 364,032 ​ $ 307,539 ​ $ 176,815 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of cash flow information: ​ ​ ​ Cash paid during the year for: ​ ​ ​ Interest expense ​ $ 40,643 ​ $ 26,961 ​ $ 10,246 Income taxes paid, net ​ ​ 6,502 ​ 12,151 ​ 7,648 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-cash investing and financing activities: ​ ​ ​ Change in unrealized gain (loss) on AFS securities, net of tax ​ $ 1,586 ​ $ ( 3,031 ) ​ $ ( 13,727 ) Transfer of loans to held-for-sale ​ ​ 2,216 ​ ​ — ​ ​ — Recognition of ROU assets in exchange for lease obligations ​ ​ 3,231 ​ ​ 644 ​ ​ 3,256 Cash dividends declared on common stock not yet paid ​ ​ ( 1,669 ) ​ ​ ( 1,158 ) ​ ​ ( 644 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisition: ​ ​ ​ Assets acquired, net of cash received ​ $ — ​ $ — ​ $ 440,785 Liabilities assumed ​ — ​ — ​ 380,055 Common stock issued ​ — ​ — ​ 64,140 ​ The accompanying notes are an integral part of the consolidated financial statements. ​ ​ 81 Table of Contents 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BayCom Corp (the “Company”), a California corporation, is the bank holding company for United Business Bank (the “Bank”), a California state-chartered bank. The Company is primarily engaged in the business of planning, directing and coordinating the business activities of the Bank, its wholly owned operating subsidiary. The Bank, formerly known as Bay Commercial Bank, opened for business on July 20, 2004. The Bank provides a broad range of financial services primarily to local small and mid-sized businesses, service professionals and individuals through its 35 full-service banking branches. 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, Garden Grove, Waterloo and Irvine, California; Las Vegas, Nevada; 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”). The Bank is subject to regulation by the California Department of Financial Protection and Innovation (“DFPI”), which until September 29, 2020 was known as the California Department of Business Oversight, and as a state-member bank, by the Federal Reserve. The Company has two subsidiary grantor trusts, First ULB Statutory Trust I (“FULB Trust”) and Bethlehem Capital Trust (“BFC Trust”) (collectively, the “Grantor Trusts”) which were established in connection with the issuance of trust preferred securities (see Note 13). In accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), the accounts and transactions of the Trusts are not included in the accompanying consolidated financial statements. The Grantor Trusts were acquired through acquisitions. The following is a summary of the significant accounting and reporting policies used in preparing the consolidated financial statements. Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, the Bank. The accounting and reporting policies of the Company conform to U.S. GAAP, general practice, and regulatory guidance within the banking industry. All material intercompany transactions and accounts have been eliminated in consolidation. For financial reporting purposes, the Grantor Trusts are accounted for under the equity method and are included in other assets on the consolidated balance sheets. The junior subordinated debentures issued and guaranteed by the Company and held by the Grantor Trusts are reflected as liabilities on the Company’s consolidated balance sheets. 82 Table of Contents The accounting preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant accounting estimates reflected in the consolidated financial statements include the allowance for credit losses on loans. Actual results could differ from these estimates. Dollar amounts presented in the consolidated financial statements and footnote tables are rounded and presented to the nearest thousands of dollars except per share amounts. If the amount is above $1.0 million, it is rounded one decimal point, and if it is above $1.0 billion, it is rounded two decimal points. Segment Reporting The Company operates as one operating segment which is reported in a manner consistent with the internal consolidated reporting provided to the chief operating decision-maker (“CODM”). The CODM is responsible for the allocation of resources and assessing the performance of the operating segment and has been identified as the CEO of the Company. The CODM monitors financial performance and evaluates the revenue streams of the Company’s various products, services, locations, and operations on a company-wide basis. Accordingly, we consider all of our operations to be aggregated in one reportable operating segment. Refer to Note 24—Segment Information of the notes to our audited Consolidated Financial Statements contained in Item 8 of this report for additional information. Business Combinations We apply the acquisition method of accounting for business combinations. Under the acquisition method, the acquiring entity in a business combination recognizes all the identifiable assets acquired and liabilities assumed at their acquisition date fair values. Management utilizes prevailing valuation techniques appropriate for the asset or liability being measured in determining these fair values. Any excess of the purchase price over amounts allocated to assets acquired, including identifiable intangible assets, and liabilities assumed is recorded as goodwill. Where amounts allocated to assets acquired and liabilities assumed is greater than the purchase price, a bargain purchase gain is recognized. Acquisition related costs are expensed as incurred unless they are directly attributable to the issuance of the Company’s common stock in a business combination. 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. Management made significant estimates and exercised significant judgment in accounting for the acquisition. On February 1, 2022 , the Company acquired all of the assets and assumed all of the liabilities of Pacific Enterprise Bancorp (“PEB”) and its wholly owned subsidiary, Pacific Enterprise Bank , under a Merger and Plan of Reorganization dated September 7, 2021 . For additional information, see “Note 2-Acquisitions.” Cash and Cash Equivalents Cash equivalents are defined as short-term, highly liquid investments both readily convertible into known amounts of cash and so near maturity that there is insignificant risk of change in value because of changes in interest rates. Generally, only investments with original maturities of three months or less at the time of purchase qualify as cash equivalents. Cash and cash equivalents include cash and due from banks and federal funds sold. Generally, banks are required to maintain noninterest bearing cash reserves equal to a percentage of certain deposits. For the years ended December 31, 2024 and 2023, $ 160.3 million and $ 166.3 million in reserve balances were required, respectively. 83 Table of Contents As of December 31, 2024 and 2023, the Company had cash deposits at other financial institutions in excess of Federal Deposit Insurance Corporation (“FDIC”) insured limits. 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 both December 31, 2024 and December 31, 2023, the Company did not hold interest bearing money market accounts in these financial institutions. Interest Bearing Time Deposits in Banks The Company invests in time deposits with other banks. At December 31, 2024 and 2023, the time deposits with other banks totaled $ 249,000 and $ 1.2 million, with a yield of 2.25 % and 2.64 %, respectively. These deposits do not exceed FDIC limits and mature in one year . Investment Debt Securities Available-for-Sale Investment debt securities AFS include bonds, notes, mortgage-backed securities, and debentures not classified as held-to-maturity securities. These securities are carried at estimated fair value with unrealized holding gains and losses, net of tax impact, if any, reported as a net amount in a separate component of shareholders’ equity, accumulated other comprehensive income (loss), until realized. Gains and losses on the sale of AFS debt securities are determined using the specific identification method. 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 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. For debt securities that are considered other than temporarily impaired and that the Company does not intend to sell and will not be required to sell prior to recovery of the amortized cost basis, the amount of impairment is separated into the amount that is credit related (credit loss component) and the amount due to all other factors. The credit loss component is recognized in earnings and is calculated as the difference between the security’s amortized costs basis and the present value of its expected future cash flows. The remaining difference between the security’s fair value and the present value of the future expected cash flow is deemed to be due to factors that are not credit related and is recognized in other comprehensive income (loss). Allowance for Credit Losses for Investment Debt Securities Available-For-Sale Prior to the adoption of ASU 2016-13, declines in the fair value of securities below their cost deemed to be other-than-temporary impairment ("OTTI") were reflected in operations as realized losses. Upon adoption of ASU 2016-13, for investment debt securities AFS in a loss position, the Company evaluates whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. 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. In making this assessment, management considers the length of time and the extent to which fair value is less than amortized cost, the nature of the security, the underlying collateral, and the financial condition and prospects of the issuer, among other factors. This assessment also 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. Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an allowance for credit losses on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings. Changes in the allowance for AFS securities are recorded as provision for (or reversal of) credit loss. However, if the uncollectibility of an AFS security is confirmed or if the Company intends to sell an impaired AFS debt security or more likely than not 84 Table of Contents will be required to sell such a security before recovering its amortized cost basis, the entire impairment amount is recognized in earnings with a corresponding adjustment to the security's amortized cost basis. ​ Investment Equity Securities Equity securities include marketable preferred stock. These securities are carried at estimated fair value with changes in unrealized holding gains and losses reported as part of non-interest income on the consolidated statement of income. Gains and losses on the sale of equity securities are determined using the specific identification method. The amortization of premiums and accretion of discounts are recognized as adjustments to interest income over the period to maturity. Federal Home Loan Bank Stock As a member of the FHLB, the Bank is required to own common stock in the FHLB based on the level of borrowings and outstanding FHLB advances. FHLB stock is carried at cost and is periodically evaluated for impairment based on ultimate recovery of par value. Cash dividends from the FHLB are reported as interest income. Federal Reserve Bank Stock As a member of the FRB, the Bank is required to own stock in the FRB of San Francisco based on a specified ratio relative to our capital. FRB stock is recorded at cost and redeemable at par value. FRB stock is periodically evaluated for impairment based on ultimate recovery of par value. Cash dividends are reported as interest income. Loans Loans are stated at the principal amount outstanding, net of the allowance for credit losses, net deferred fees, and unearned discounts, if any. The Company holds loans receivable primarily for investment purposes. The Company purchases and sells interests in certain loans referred to as participations. The participations are sold without recourse. Interest on loans is calculated and accrued daily using the simple interest method based on the daily amount of principal outstanding. Generally, loans with temporarily impaired values and loans to borrowers experiencing financial difficulties are placed on nonaccrual even though the borrowers continue to repay the loans as scheduled. When the ability to fully collect nonaccrual loan principal is in doubt, cash payments received are applied first to principal until such time as full collection of the remaining recorded balance is expected. Loans are returned to accrual basis when principal and interest payments are being paid currently and full payment of principal and interest is probable. Loans Purchased and Acquired From time to time, the Company may purchase whole-loans including multi-family residential, single-family residential and commercial and industrial loans, both inside and outside its markets, to augment our loan portfolio. The purchase decision is usually based on several factors, including current loan origination volumes, market interest rates, excess liquidity, our continuous efforts to meet the credit needs of certain borrowers under the Community Reinvestment Act (“CRA”), as well as other asset/liability management strategies. All purchased loans are selected using the Bank’s normal underwriting criteria at the time of purchase, or in some cases guaranteed by third parties. Discounts or premiums on purchased loans are accreted or amortized to interest income using the effective interest method or straight-line method over the remaining period to contractual maturity. The Company adopted ASC 326 using the prospective transition approach for financial assets purchased with credit deterioration (“PCD”) that were previously classified as purchase credit impaired (“PCI”) and accounted for under ASC 310-30. In accordance with ASC 326, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. The remaining noncredit discount (based on the adjusted amortized costs basis) will be accreted into interest income at the effective interest rate as of adoption. An allowance for credit losses is established as 85 Table of Contents of the acquisition date or upon the adoption of CECL for loans previously classified as acquired impaired, as PCD loans are no longer recorded net of a credit-related acquisition adjustment. ​ Acquired PCD loans ​ The Company has purchased loans, some of which have experienced more than insignificant credit deterioration since origination. PCD loans are loans acquired at a discount that is due, in part, to credit quality deterioration since origination which may be determined through observation of missed payments, downgrade in risk rating, deterioration of a borrower's financial trends or other observable factors including subjectivity utilized by management. PCD loans are initially recorded at fair value, by taking the sum of the present value of expected future cash flows and an allowance for credit losses, at acquisition. The allowance for credit losses for PCD loans is recorded through a gross-up of reserves on the consolidated balance sheets. An allowance for credit losses is determined using the same methodology as other loans held for investment. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent to acquisition, the allowance for credit losses for PCD loans will generally follow the same forward-looking estimation, provision, and charge-off process as non-PCD acquired and originated loans. Subsequent changes to the allowance for credit losses are recorded through credit loss expense. Acquired non-PCD loans Acquired non-PCD loans under business combinations are accounted for under ASC Subtopic 310-20, Receivables Nonrefundable Fees and Other Costs ("ASC 310-20"). The difference between the fair value and unpaid principal balance of the loan at the acquisition date is amortized or accreted to interest income over the life of the loan. While credit discounts are included in the determination of the fair value from non-PCD loans, since these discounts are expected to be accreted over the life of the loans, they cannot be used to offset the allowance for credit losses that must be recorded at the acquisition date. As a result, an allowance for credit losses is determined at the acquisition date using the same methodology as other loans held for investment and is recognized as a provision for credit losses in the consolidated statement of operations. Any subsequent deterioration (improvement) in credit quality is recognized by recording a provision for (recapture of) credit losses. Loan Fees and Costs Loan origination fees, commitment fees, direct loan origination costs and purchase premiums and discounts on loans are deferred and recognized as an adjustment of yield, to be amortized to interest income over the contractual term of the loan. 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 $ 1.3 million, $ 663,000 and $ 2.2 million were deferred as loan origination costs for the years ended December 31, 2024, 2023 and 2022, respectively. Allowance for Credit Losses on Loans Since January 1, 2023, the Company has measured credit losses under ASU 2016-03 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaced the incurred loss methodology, and is referred to as the current expected credit loss, or CECL, methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables. The allowance for credit losses is the combination of the allowance for credit losses for loans and the reserve for unfunded loan commitments. The allowance for credit losses for loans is reported as a reduction of the amortized cost basis of loans, while the reserve for unfunded loan commitments is included within "Interest payable and other liabilities" on the consolidated balance sheets. The amortized cost basis of loans does not include accrued interest receivable, which is included in "Interest receivable and other assets" on the consolidated balance sheets. The "Provision 86 Table of Contents for credit losses" on the consolidated statements of income is a combination of the provision for credit losses for loans, unfunded loan commitments, and investment securities AFS. ​ The allowance for credit losses on loans is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes uncollectibility of the loan is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged off and expected to be charged off. Periodically, the Company charges current earnings with provisions for estimated probable losses of loans receivable. Regardless of the determination that a charge-off is appropriate for financial accounting purposes, the Company manages its loan portfolio by continually monitoring, where possible, a borrower's ability to pay through the collection of financial information, delinquency status, borrower discussion and the encouragement to repay in accordance with the original contract or modified terms, if appropriate. Management estimates the allowance using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. The CECL model utilizes a discounted cash flow ("DCF") method to measure the expected credit losses on loans collectively evaluated that are sub-segmented by loan pools with similar credit risk characteristics, which generally correspond to federal regulatory reporting codes (i.e., Call Report codes), with PCD assets pooled separately by similar loan pools to evaluate and measure the allowance for credit losses. In its loss forecasting framework, the Company incorporates forward-looking information through the use Federal Reserve Economic Data, more specifically macroeconomic forecasts such as national unemployment rates and national gross domestic product. A loan may be considered to be placed on nonaccrual when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as nonaccrual. Loans that do not share risk characteristics are evaluated on an individual basis and are not included in the collective evaluation. When management determines that foreclosure is probable, expected credit losses are based on the fair value of the collateral, adjusted for undiscounted selling costs as appropriate. When the discounted cash flow method is used to determine the allowance for credit losses, management does not adjust the effective interest rate used to discount expected cash flows to incorporate expected prepayments, or the loan’s obtainable market price. ​ Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a loan modification will be executed with an individual borrower, or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company. ​ Portfolio segments identified by the Company include commercial and industrial, construction and land, commercial real estate, including multifamily, residential real estate and consumer. This evaluation is inherently subjective and requires estimates that are susceptible to significant change as additional or new information becomes available. Relevant risk characteristics for the Company’s loan portfolio segments include vintage of the loan, debt service coverage, loan-to-value ratios and other financial performance ratios. ​ The Company evaluates and assigns a risk grade to each loan based on certain criteria to assess the credit quality of each loan. The assignment of a risk rating is done for each individual loan. Loans are graded from inception and on a continuing basis until the debt is repaid. Any adverse or beneficial trends will trigger a review of the loan risk rating. Each loan is assigned a risk grade based on its characteristics. Loans with low to average credit risk are assigned a lower risk grade than those with higher credit risk as determined by the individual loan characteristics. See Note 5 of the Notes to Consolidated Financial Statements for loan risk rating definitions. ​ 87 Table of Contents PCD assets are assets acquired at a discount that is due, in part, to credit quality deterioration since origination which may be determined through observation of missed payments, downgrade in risk rating, deterioration of a borrower's financial trends or other observable factors including subjectivity utilized by management. PCD assets are initially recorded at fair value, by taking the sum of the present value of expected future cash flows and an allowance for credit losses, at acquisition. The allowance for credit losses for PCD assets is recorded through a gross-up of reserves on the consolidated balance sheets, while the allowance for acquired non-PCD assets, such as loans, is recorded through the provision for credit losses on the consolidated statements of income, consistent with originated loans. Subsequent to acquisition, the allowance for credit losses for PCD loans will generally follow the same forward-looking estimation, provision, and charge-off process as non-PCD acquired and originated loans. ​ For additional information regarding our allowance for credit losses, see “Critical Accounting Estimates” in “Item 7- Management’s Discussion and Analysis of Financial Condition and Results of Operations. ​ Reserve for Unfunded Commitments ​ The reserve for unfunded commitments is established through a provision for credit losses-unfunded commitments, the changes of which are recorded in provision for credit losses and the reserve amount is included within “Interest payable and other liabilities” on the consolidated balance sheets. The reserve for unfunded commitments is an amount that management believes will be adequate to absorb probable losses inherent in existing commitments, including unused portions of revolving lines of credit and other loans, standby letters of credit, and unused deposit account overdraft privileges. The reserve for unfunded commitments is based on evaluations of the collectability, and prior loss experience of unfunded commitments. The evaluations take into consideration such factors as changes in the nature and size of the loan portfolio, overall loan portfolio quality, loan concentrations, specific problem loans and related unfunded commitments, and current economic conditions that may affect the borrower’s or depositor’s ability to pay. ​ Modifications for Financial Difficulty ​ Modified loans and leases are reviewed to determine if the modification was done for borrowers experiencing financial difficulty. The concessions may be granted in various forms, including a reduction in the stated interest rate, reduction in the loan balance or accrued interest, extension of the maturity date, or a combination of these. The Company measures any loss on the modified loan to a borrower experiencing financial difficulty in accordance with the guidance concerning individually evaluated loans set forth above. Additionally, modified loans to borrowers experiencing financial difficulties are generally placed on nonaccrual status at the time of restructuring. These loans are returned to accrual status after the borrower demonstrates performance with the modified terms for a sustained period of time (generally six months) and has the capacity to continue to perform in accordance with the modified terms of the restructured debt. Other Real Estate Owned OREO acquired through, or in lieu of, foreclosure is held-for-sale and initially recorded at fair value, less selling expenses. At transfer, any write-downs to fair value are charged to the allowance for credit losses. Costs to hold OREO are expensed when incurred. After transfer, the Company obtains updated appraisals or market valuation analyses on all OREO and is able to update information collected at time of transfer. If the periodic valuation indicates a decline in the fair value below recorded carrying value, an additional write-down or valuation allowance for OREO losses is established as a charge to earnings. Fair value is based on current market conditions, appraisals, and estimated sales values of similar properties. Operating expenses of such properties, net of related income, are included in other expenses. ​ 88 Table of Contents Premises and Equipment Land is carried at cost. Premises and equipment are stated at historical cost less accumulated depreciation or amortization. Depreciation is determined using the straight-line method based on the estimated useful lives of the assets. ​ ​ ​ ​ ​ Estimated useful life (years) Buildings Up to 27.5 years Furniture, fixtures, and equipment ​ 3 to 7 years Leasehold improvements ​ Shorter of useful lives or the terms of the leases ​ ​ When assets are sold or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from the accounts, and any resulting gain or loss is recognized in noninterest income. The cost of maintenance and repairs is charged to expense as incurred. Annually at the end of each year, the Company evaluates premises and equipment for impairment as events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable. Operating Lease Right of Use Assets and Liabilities The Company determines if a lease is present at the inception of an agreement. Operating leases are capitalized at commencement and are discounted using the Company’s FHLB borrowing rate for a similar term borrowing unless the lease defines an implicit rate within the contract. ​ The operating lease right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, and the operating lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized on the lease commencement date based on the present value of lease payments over the lease term. Some of the Company's lease agreements include options to renew at the Company's discretion. The extensions are not reasonably certain to be exercised; therefore, they were not considered in the calculation of the ROU assets and lease liabilities. No significant judgments or assumptions were involved in developing the estimated operating lease liabilities as the Company’s operating lease liabilities largely represent future rental expenses associated with operating leases and the borrowing rates are based on publicly available interest rates. ​ Goodwill, Core Deposit Intangible and Long-Lived Assets Goodwill is determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquired assets, over the fair value of the net assets acquired and the liabilities assumed as of the acquisition date. Goodwill is reviewed for impairment annually, or between annual assessments if a triggering event occurs or circumstances change that would more likely than not result in the fair value of a reporting unit being below its carrying amount. We make a qualitative assessment whether it is more likely than not that the fair value of a reporting unit where goodwill is assigned is less than its carrying amount. Such indicators may include, among others: a significant adverse change in legal factors or in the general business climate; significant decline in the Company’s stock price and market capitalization; unanticipated competition; and an adverse action or assessment by a regulator. Any adverse changes in these factors could have a significant impact on the recoverability of goodwill and could have a material impact on our financial condition and results of operations. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Core deposit intangible represents the estimated future benefit of deposits related to an acquisition and is booked separately from the related deposits and amortized over an estimated useful life of three to ten years . The Company performed its annual impairment analysis and determined no impairment existed as of December 31, 2024. Bank Owned Life Insurance BOLI policies are maintained on certain key current officers. BOLI is recorded on the consolidated balance sheets at the amount that can be realized based on cash surrender value. 89 Table of Contents Transfers of Financial Assets Transfers of an entire financial asset, a group of financial assets, or a participating interest in an entire financial asset are accounted for as sales when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. The Company may sell certain portions of government guaranteed loans in the secondary market. These sales are recorded by the Company when control is surrendered and any warranty period or recourse provision expires. Servicing Assets and Liabilities In connection with the sale of the Company’s Small Business Administration (“SBA”) loans, the Company recognizes servicing assets when servicing rights are retained. The gain or loss on sale of loans depends in part on the previous carrying amount of the financial assets involved in the transfer, allocated between the assets sold and the retained interests based on their relative fair value at the date of transfer. All servicing assets and liabilities are initially measured at fair value. The Company initially recognizes and measures at fair value servicing rights obtained by SBA loan sales. The Company subsequently measures these servicing assets by using the amortization method, which amortizes servicing assets in proportion to, and over the period of, estimated net servicing income. The amortization of the servicing assets is analyzed periodically for impairment, and is adjusted to reflect changes in prepayment rates and other estimates. The servicing asset and the related amortization are netted against other non-operating income in the consolidated statement of income. Gain or loss on sale of loans is included in noninterest income. Loans serviced for others totaled $ 164.8 million and $ 216.6 million as of December 31, 2024 and 2023, respectively. Servicing assets, included in interest receivable and other assets in the consolidated statements of financial condition, totaled $ 673,000 and $ 1.3 million as of December 31, 2024 and 2023, respectively. There were no servicing liabilities included in interest payable and other liabilities on the consolidated balance sheets at both December 31, 2024 and December 31, 2023. Loans Held for Sale Periodically, the Company sells loans and retains the servicing rights. The gain or loss on sale of loans depends in part on the previous carrying amount of the financial assets involved in the transfer, allocated between the assets sold and the retained interests based on their relative fair value at the date of transfer. The portions of the SBA loans that are guaranteed by the SBA are classified by management as loans held for sale since the Company intends to sell these loans. Loans held for sale are recorded at their lower aggregate cost or estimated fair value. During 2024, the Company sold $ 3.6 million of SBA loans (guaranteed portion) in the secondary market, all of which settled by end of year 2024. During 2023, the Company sold $ 7.2 million of SBA loans (guaranteed portion) the secondary market, all of which settled by end of year 2023. The fair value of SBA loans held for sale is based primarily on prices that secondary markets are currently offering for loans with similar characteristics. Net unrealized losses, if any, are recognized through a valuation allowance charged to income. The carrying value of SBA loans held for sale is net of premiums as well as deferred origination fees and costs. Premiums and net origination fees and costs are deferred and included in the basis of the loans in calculating gains or losses upon sale. SBA loans are generally secured by the borrowing entities’ assets such accounts receivable, property and equipment and other business assets. The Company generally recognizes gains and losses on these loan sales based on the differences between the sales proceeds received and the allocated carrying value of the loans sold (which can include deferred premiums and net origination fees and costs). The non-guaranteed portion of the SBA loans is not typically sold by the Company and is classified as held for investment. 90 Table of Contents Income Taxes The Company and the Bank file a United States consolidated federal income tax return and file state income tax returns, most notably in California, Colorado and New Mexico. Income taxes are accounted for using the asset and liability method. Under such method, deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis (temporary differences). Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in the period of change. A valuation allowance is established to reduce the deferred tax asset to the level at which it is “more likely than not” that the tax asset or benefits will be realized. Realization of tax benefits of deductible temporary differences and operating loss carry forwards depends on having sufficient taxable income of an appropriate character within the carry forward periods. The determination, recognition, and measurement of deferred tax assets and the requirement for a related valuation allowance is based on estimated future taxable income. The tax effects from an uncertain tax position can be recognized in the financial statements only if, based on its merits, the position is more likely than not to be sustained on audit by the taxing authorities. Accrued interest and penalties related to unrecognized tax benefits in tax expense. Revenue Recognition The Company records revenue from contracts with clients in accordance with ASC Topic 606, “Revenue from Contracts with Clients” (“Topic 606”). 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. In addition, certain noninterest income streams such as fees associated with mortgage servicing rights, financial guarantees, derivatives, and certain credit card fees are also not within the scope of the new guidance. The Company’s noninterest revenue streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with clients, and therefore, does not experience significant contract balances. As of December 31, 2024 and December 31, 2023, the Company did not have any significant contract balances. The following are descriptions of revenues within the scope of ASC 606. Deposit fees and service charges The Company earns fees from its deposit clients for account maintenance, transaction-based and overdraft services. Account maintenance fees consist primarily of account fees and analyzed account fees charged on deposit accounts monthly. The performance obligation is satisfied and the fees are recognized monthly as the service period is completed. Transaction-based fees on deposit accounts are charged to deposit clients for specific services provided to the client, such as non-sufficient fund 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. 91 Table of Contents Debit and ATM interchange fee income and expenses Debit and ATM interchange income represent fees earned when a debit card issued by the Company is used. The Company earns interchange fees from debit cardholder transactions through the Visa payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder. The performance obligation is satisfied and the fees are earned when the cost of the transaction is charged to the cardholder’s debit card. Certain expenses directly associated with the credit and debit card are recorded on a net basis with the interchange income. Merchant fee income Merchant fee income represents fees earned by the Company for card payment services provided to its merchant clients. The Company outsources these services to a third party to provide card payment services to these merchants. The third-party provider passes the payments made by the merchants through to the Company. The Company, in turn, pays the third-party provider for the services it provides to the merchants. These payments to the third party provider are recorded as expenses as a net reduction against fee income. In addition, a portion of the payment received represents interchange fees which are passed through to the card issuing bank. Income is primarily earned based on the dollar volume and number of transactions processed. The performance obligation is satisfied and the related fee is earned when each payment is accepted by the processing network. Gain/loss on other real estate owned, net The Company records a gain or loss from the sale of other real estate owned when control of the property transfers to the buyer, which generally occurs at the time of an executed deed of trust. When the Company finances the sale of other real estate owned to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on sale, the Company adjusts the transaction price and related gain or loss on sale if a significant financing component is present. Stock Based Compensation Restricted Equity Grants The Company granted restricted stock to directors and employees in 2024 and 2023. The grant-date fair value of the award is amortized on the straight-line basis over the requisite service period, which is generally the vesting period, as compensation expense in salaries and benefits for employees and other noninterest expense for directors. Earnings per Share Earnings per share (“EPS”) is computed using the two-class method. Basic EPS is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period, excluding any participating securities. Participating securities include unvested restricted shares. Unvested restricted shares are considered participating securities because holders of these securities receive non-forfeitable dividends at the same rate as the holders of the Company’s common stock. Diluted EPS is computed by dividing net income available to common stockholders adjusted for reallocation of undistributed earnings of unvested restricted shares by the weighted average number of common shares determined for the basic EPS plus the dilutive effect of common stock equivalents using the treasury stock method based on the average market price for the period. Therefore, under the two-class method the difference in EPS is not significant for these participating securities. Repurchase of Common Stock In May 2024, the Company’s Board of Directors approved a stock repurchase program authorizing the repurchase of up to 560,000 shares, or approximately 5.0 % , of the Company’s outstanding common stock over a one year period. Under the repurchase program, the Company is authorized to repurchase its common stock through open market purchases, 92 Table of Contents privately-negotiated transactions, or pursuant to any trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in compliance with Rule 10b-18 of the Exchange Act. The repurchase program does not obligate the Company to acquire any specific number of shares in any period, and may be expanded, extended, modified or discontinued at any time. As of December 31, 2024, 464,098 shares of Company common stock remained available for future purchases under the repurchase program. Comprehensive Income (Loss) Comprehensive income (loss) includes disclosure of other comprehensive income or loss that historically has not been recognized in the calculation of net income or loss. Unrealized gains and losses on the Company’s AFS investment debt securities are included in other comprehensive income or loss. Total comprehensive income or loss and the components of accumulated other comprehensive income are presented as a separate statement of comprehensive income. Loss Contingencies and Legal Claims In the normal course of business, the Company may be subject to claims and lawsuits. 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 Guidance Adopted On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) 2016-13 Financial Instruments — Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments , which replaces the incurred loss methodology with the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in certain leases. In addition, ASU 2016-13 made changes to the accounting for AFS debt securities. One such change requires increases or decreases in credit losses to be presented as an allowance rather than as a write-down on AFS debt securities, based on management's intent to sell the security or likelihood the Company will be required to sell the security, before recovery of the amortized cost basis. The Company adopted ASU 2016-13 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. Results for the reporting periods beginning on and after January 1, 2023 are presented under ASU 2016-13 while prior period amounts continue to be reported in accordance with the previously applicable standard. The Company adopted ASU 2016-13 using the prospective transition approach for financial assets PCD that were previously classified as purchase credit impaired (“PCI”) and accounted for under ASC 310-30. In accordance with ASU 2016-13, management did not reassess whether PCI assets met the criteria of PCD assets as of the date of adoption. The remaining noncredit discount (based on the adjusted amortized costs basis) will be accreted into interest income at the effective interest rate as of adoption. The Company recognized an increase in the allowance for credit loss on loans totaling $ 1.5 million (which included a reclassification of the net credit discounts on acquired PCI loans to the allowance for credit losses of $ 845,000 ) and an increase to the allowance for credit losses on unfunded commitments of $ 45,000 , as a cumulative effect adjustment from change in accounting policies, with a corresponding after-tax decrease to opening retained earnings of $ 491,000 . ​ On January 1, 2023, the Company adopted ASU 2022-02 Financial Instruments — Credit Losses: Troubled Debt Restructurings and Vintage Disclosures . ASU 2022-02 eliminates the recognition measurement guidance for troubled debt restructured ("TDR") loans, and instead requires an entity to evaluate whether a modification represents a new loan or a continuation of an existing loan in accordance with ASC Topic 310-20, Receivables - Nonrefundable Fees and Other Costs . On a prospective basis, entities are subject to new disclosure requirements covering modifications of receivables to borrowers experiencing financial difficulty. In addition, ASU 2022-02 requires that an entity include in its vintage disclosures the current period-gross loan charge-offs by year of origination for financing receivables and net investment in leases within the scope of Subtopic 326-20. The Company adopted ASU 2022-02 on January 1, 2023 using a prospective transition method, and has thus far observed no material impact to deferred fees and costs and the related timing of net interest income recognition as a result of adoption. 93 Table of Contents Fair Value Measurement (Topic 820) - In June 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The guidance in the ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account on the equity security and, therefore, is not considered in measuring fair value. The ASU also requires additional disclosures about the restriction. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The adoption of ASU 2022-03 did not have a material impact on the Company's consolidated financial statements and related disclosures. ​ Segment Reporting – Improvements to Reportable Segment Disclosures (Topic 280) – In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, enhanced interim disclosure requirements, clarifying circumstances in which an entity can disclose multiple segment measures of profit or loss, providing new segment disclosure requirements for entities with a single reportable segment, and requiring other disclosures. The amendments are effective for annual reporting periods beginning after December 15, 2023 (i.e., 2024 Form 10-K) and interim periods within fiscal years beginning after December 31, 2024, and must be applied retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The disclosure requirements of this update did not have a material effect on the Company’s consolidated financial statements. See Note 24—Segment Information. ​ Recent Accounting Guidance Not Yet Effective Business Combinations (Topic 805) - In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture (JV) Formations: Recognition and Initial Measurement. The guidance requires newly-formed JVs to apply a new basis of accounting to all of its contributed net assets, which results in the JV initially measuring its contributed net assets under ASC 805-20, Business Combinations. The new guidance would be applied prospectively and is effective for all newly-formed joint venture entities with a formation date on or after January 1, 2025, with early adoption permitted. The Company is evaluating the accounting and disclosure requirements of this update and does not expect them to have a material effect on the Company’s consolidated financial statements. ​ Income Taxes – Improvements to Income Tax Disclosures (Topic 740) – In December 2023, the FASB issued ASU 2023-09 to provide additional transparency into an entity’s income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The standard requires that public business entities disclose, on an annual basis, specific categories in the rate reconciliation and additional information for reconciling items meeting a certain quantitative threshold. The amendments also require that entities disclose on an annual basis: 1) income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes and 2) the income taxes paid (net of refunds received) disaggregated by individual jurisdictions exceeding 5% of total income taxes paid (net of refunds received). The amendments are effective for public business entities for annual periods beginning after December 15, 2024. The Company is evaluating the accounting and disclosure requirements of this update and does not expect them to have a material effect on the Company’s consolidated financial statements. ​ Reference Rate Reform (Topic 848) - In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, Reference Rate Reform (Topic 848). The amendments in this ASU are elective and provide optional guidance for a limited period of time to ease the potential burden of accounting for, or recognizing the effects of, reference rate reform. The amendments in this ASU provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offer Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The amendments in this ASU may be elected through December 31, 2024 (as amended by ASU No. 2022-06 discussed below). An entity may elect the amendments in this update for an interim period with adoption methods varying based on transaction type. We have not elected to apply amendments at this time and will assess the applicability of this ASU to us as we continue to monitor guidance for reference rate reform from FASB and its impact on our financial condition and results of operations. The Company does not expect the adoption of ASU 2020-04 to have a material impact on its consolidated financial statements. ​ In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. The objective of the guidance in Topic 848 was to provide temporary relief during the transition 94 Table of Contents period, as noted in the discussion of ASU 2020-04 above, under which the sunset provision was based on an expectation that the LIBOR would cease being published after December 31, 2021. In March 2021, the UK Financial Conduct Authority announced that the intended cessation date of certain tenors of USD LIBOR would be June 30, 2023, which is beyond the current sunset date of Topic 848. Therefore, this amendment deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. Subsequent Events Management has evaluated subsequent events for potential recognition and disclosure through the date the financial statements were issued. Reclassifications Certain prior year amounts are reclassified to conform to the current year presentation. None of the reclassifications impact net income or earnings per common share. ​ Restatement of Previously Issued Consolidated Financial Statements ​ On July 18, 2023, the audit committee of the Company’s board of directors concluded that the Company’s previously issued unaudited interim consolidated financial statements for the period ended March 31, 2023 and the consolidated financial statements for the year ended December 31, 2022, as well as for the unaudited interim periods included in that fiscal year (collectively, “Restated Periods”), should no longer be relied upon because of errors related to the accounting for unrealized losses on preferred equity securities that resulted in material misstatements of noninterest income and accumulated other comprehensive income. ​ At the time of its purchase of the preferred equity securities for investment purposes, the Company inappropriately accounted for them as AFS debt securities under Accounting Standards Codification (“ASC”) Topic 320 – Investments-Debt Securities . As such, the changes in the fair value of these securities were not recorded as part of net income but rather as a component of shareholders’ equity (in accumulated other comprehensive income, net of tax). However, as a result of subsequent research and third-party consultation, the Company determined that the securities should instead have been accounted for under ASC Topic 321 – Investments-Equity Securities . The result of this change in classification of the preferred equity securities is that the change in the fair value of the securities each quarter should have been recorded in noninterest income on the consolidated statements of income. ​ On July 25, 2023, the Company filed amendments to its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023, September 30, 2022, June 30, 2022, and March 31, 2022, and its Form 10-K for the year ended December 31, 2022, (the “Original Reports”) with the Securities and Exchange Commission (“SEC”), to reflect the restatement of the Company’s consolidated financial statements for the Restated Periods (the “Amended Form 10-Qs” and the “Amended Form 10-K,” collectively, the “Amended Reports”). ​ As disclosed in the Original Reports, the Company recorded the change, net of taxes, in the fair value of preferred equity securities as part of other comprehensive loss, net of taxes, under ASC Topic 320 – Investments-Debt Securities rather than as part of non-interest income under ASC Topic 321 – Investments-Equity Securities . In addition, various footnotes in the Amended Reports reflect the effects of these restatements. ​ For additional information on the effects of the restatement, see Note 2 Restatement of Consolidated Financial Statements in the Notes to Consolidated Financial Statements contained in the Amended Form 10-K and Note 3. Restatement of the Consolidated Financial Statements in the Notes to Condensed Consolidated Financial Statements contained in each of the Amended Form 10-Qs. ​ ​ 95 Table of Contents 2. ACQUISITIONS On February 1, 2022, the Company completed its acquisition of PEB. As of the acquisition date, PEB merged into the Company and Pacific Enterprise Bank, PEB’s wholly owned bank subsidiary, merged into the Bank. The acquisition expanded the Company’s market share in California with one branch in Irvine. At the effective time of the PEB merger, the Company paid aggregate consideration to PEB shareholders of approximately $ 64.1 million, consisting of 3,032,579 shares of Company common stock and $ 275,000 in cash. Noninterest income for the year ended December 31, 2022 included $ 1.7 million in bargain purchase gain, and included in noninterest expense was $ 3.1 million of nonrecurring acquisition-related expenses, related to the Company’s acquisition of PEB. The following table summarizes the fair value of the assets acquired and liabilities assumed at the acquisition date: ​ ​ ​ ​ ​ ​ ​ PEB ​ ​ Acquisition ​ ​ ​ Date ​ ​ ​ February 1, 2022 ​ Fair value of assets: ​ Cash and due from banks ​ $ 5,350 ​ Total cash and cash equivalents ​ 5,350 ​ ​ ​ ​ ​ ​ Interest bearing deposits in banks ​ 13,348 ​ Investment securities AFS ​ ​ 3 ​ FHLB stock, at par ​ 2,294 ​ FRB stock, at par ​ 942 ​ Loans, net ​ 412,851 ​ Premises and equipment, net ​ ​ 221 ​ Core deposit intangible ​ 756 ​ Deferred tax assets, net ​ 1,192 ​ Interest receivable and other assets ​ ​ 9,178 ​ Total assets acquired ​ 446,135 ​ Liabilities: ​ ​ Deposits ​ ​ Noninterest bearing ​ 60,006 ​ Interest bearing ​ 316,679 ​ Total Deposits ​ 376,685 ​ ​ ​ ​ ​ ​ Interest payable and other liabilities ​ ​ 3,370 ​ Total liabilities assumed ​ ​ 380,055 ​ ​ ​ ​ ​ ​ Stock consideration ​ 64,140 ​ Cash consideration ​ 275 ​ Bargain purchase gain ​ $ 1,665 ​ ​ ​ 96 Table of Contents The following table presents the net assets acquired and the estimated fair value adjustments, which resulted in a bargain purchase gain at the acquisition date: ​ ​ ​ ​ ​ ​ ​ PEB ​ ​ Acquisition ​ ​ ​ Date ​ ​ ​ February 1, 2022 ​ Book value of net assets acquired ​ $ 61,469 ​ Fair value adjustments: ​ ​ Loans, net ​ 5,840 ​ Premises and equipment, net ​ ​ 26 ​ Core deposit intangible ​ 756 ​ Time deposits ​ ​ ( 869 ) ​ Reserve for unfunded commitments ​ 283 ​ Write-up right-of-use asset ​ 439 ​ Total purchase accounting adjustments ​ 6,475 ​ ​ ​ ​ ​ ​ Tax effect of purchase accounting adjustments at 27.9 % ​ ( 1,864 ) ​ Fair value of assets acquired ​ 66,080 ​ Value of stock issued/cash paid for stock options ​ 64,415 ​ Bargain purchase gain ​ $ 1,665 ​ ​ ​ Pro Forma Results of Operations (Unaudited) The operating results of the Company in the consolidated statements of income include the operating results of PEB since its acquisition date. The following table presents the net interest income, net income, basic and diluted earnings per share as if the merger with PEB was effective January 1, 2022, for the year in which the 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 PEB merger been completed at the beginning of the year. No assumptions have been applied to the pro forma results of operation regarding possible revenue enhancements, expense efficiencies or asset dispositions. ​ Unaudited pro forma net interest income, net income and earnings per share are presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ 2024 ​ 2023 ​ 2022 (As Restated) Net interest income ​ ​ $ 91,141 ​ $ 97,874 ​ $ 97,566 Net income ​ ​ 23,614 ​ 27,425 ​ 20,992 Basic earnings per share ​ ​ $ 2.10 ​ $ 2.27 ​ $ 1.56 Diluted earnings per share ​ ​ ​ 2.10 ​ ​ 2.27 ​ ​ 1.56 ​ ​ These amounts include the acquisition-related third party expenses, accretion of the discounts on acquired loans and amortization of the fair value mark adjustments on core deposit intangible. 97 Table of Contents Acquisition Expenses Acquisition expenses are recognized as incurred and continue until all systems are converted and operational functions become fully integrated. No acquisition expenses were incurred in 2024 and 2023. The Company incurred third-party acquisition expenses in the consolidated statements of income for the year ended December 31, 2022, as follows: ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ ​ PEB Severance expense ​ $ 556 Occupancy expense ​ ​ 375 Data processing ​ 1,073 Professional fees ​ 724 Other expenses ​ 347 Total ​ $ 3,075 ​ ​ ​ 3. INVESTMENT SECURITIES The amortized cost, gross unrealized gains and losses, and estimated fair value of securities classified as AFS at the dates indicated are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Gross ​ ​ ​ ​ ​ Amortized ​ unrealized ​ unrealized ​ Estimated ​ ​ cost ​ gains ​ losses ​ fair value December 31, 2024 ​ ​ ​ ​ ​ ​ U.S. Government Agencies ​ $ 1,949 ​ $ — ​ $ ( 12 ) ​ $ 1,937 Municipal securities ​ ​ 23,777 ​ ​ 82 ​ ​ ( 1,334 ) ​ ​ 22,525 Mortgage-backed securities ​ 51,281 ​ 95 ​ ( 3,893 ) ​ 47,483 Collateralized mortgage obligations ​ 49,220 ​ 147 ​ ( 2,208 ) ​ 47,159 SBA securities ​ 4,054 ​ 6 ​ ( 75 ) ​ 3,985 Corporate bonds ​ 81,232 ​ 29 ​ ( 11,022 ) ​ 70,239 Total ​ $ 211,513 ​ $ 359 ​ $ ( 18,544 ) ​ $ 193,328 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Gross ​ ​ ​ ​ ​ Amortized ​ unrealized ​ unrealized ​ Estimated ​ ​ cost ​ gains ​ losses ​ fair value December 31, 2023 ​ ​ ​ ​ ​ ​ Municipal securities ​ $ 21,910 ​ $ 75 ​ $ ( 1,158 ) ​ $ 20,827 Mortgage-backed securities ​ 41,048 ​ 194 ​ ( 3,641 ) ​ 37,601 Collateralized mortgage obligations ​ 35,019 ​ 256 ​ ( 2,299 ) ​ 32,976 SBA securities ​ 5,280 ​ 49 ​ ( 77 ) ​ 5,252 Corporate bonds ​ 80,383 ​ 7 ​ ( 13,894 ) ​ 66,496 Total ​ $ 183,640 ​ $ 581 ​ $ ( 21,069 ) ​ $ 163,152 ​ Amortized cost and fair values exclude accrued interest receivable of $ 1.3 million and $ 1.2 million at December 31, 2024 and 2023, respectively, which is included in interest receivable and other assets in the consolidated balance sheets. ​ For the years ended December 31, 2024 and 2023, the Company sold no securities AFS. For the year ended December 31, 2022, the Company sold one security AFS for a minimal net realized gain. 98 Table of Contents The amortized cost and estimated fair value of securities AFS at the dates indicated by contractual maturity are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ Amortized Estimated Amortized Estimated ​ ​ cost ​ fair value ​ cost ​ fair value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Securities AFS ​ ​ ​ ​ Due in one year or less ​ $ 2,002 ​ $ 1,993 ​ $ 6,397 ​ $ 6,338 Due after one through five years ​ 37,763 ​ 33,467 ​ 15,909 ​ 14,206 Due after five years through ten years ​ 84,002 ​ 74,018 ​ 102,430 ​ 87,867 Due after ten years ​ 87,746 ​ 83,850 ​ 58,904 ​ 54,741 Total ​ $ 211,513 ​ $ 193,328 ​ $ 183,640 ​ $ 163,152 ​ At December 31, 2024 and 2023, there were no securities pledged. ​ The estimated fair value and gross unrealized losses for securities AFS aggregated by the length of time that individual securities have been in a continuous unrealized loss position at the dates indicated are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less than 12 months ​ 12 months or more ​ Total ​ Estimated Unrealized Estimated Unrealized Estimated Unrealized ​ ​ fair value ​ loss ​ fair value ​ loss ​ fair value ​ loss December 31, 2024 ​ ​ ​ ​ ​ ​ ​ U.S. Government Agencies ​ $ 1,938 ​ $ ( 12 ) ​ $ — ​ $ — ​ $ 1,938 ​ $ ( 12 ) Municipal securities ​ ​ 5,135 ​ ​ ( 67 ) ​ ​ 13,333 ​ ​ ( 1,267 ) ​ ​ 18,468 ​ ​ ( 1,334 ) Mortgage-backed securities ​ ​ 16,514 ​ ​ ( 321 ) ​ ​ 22,257 ​ ​ ( 3,572 ) ​ ​ 38,771 ​ ​ ( 3,893 ) Collateralized mortgage obligations ​ 17,234 ​ ​ ( 145 ) ​ ​ 19,012 ​ ​ ( 2,063 ) ​ 36,246 ​ ( 2,208 ) SBA securities ​ 2,023 ​ ​ ( 9 ) ​ ​ 1,250 ​ ​ ( 66 ) ​ 3,273 ​ ( 75 ) Corporate bonds ​ 2,760 ​ ​ ( 240 ) ​ ​ 64,118 ​ ​ ( 10,782 ) ​ 66,878 ​ ( 11,022 ) Total ​ $ 45,604 ​ $ ( 794 ) ​ $ 119,970 ​ $ ( 17,750 ) ​ $ 165,574 ​ $ ( 18,544 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less than 12 months ​ 12 months or more ​ Total ​ Estimated Unrealized Estimated Unrealized Estimated Unrealized ​ ​ fair value ​ loss ​ fair value ​ loss ​ fair value ​ loss December 31, 2023 ​ ​ ​ ​ ​ ​ ​ Municipal securities ​ $ 2,483 ​ $ ( 28 ) ​ $ 13,975 ​ $ ( 1,130 ) ​ $ 16,458 ​ $ ( 1,158 ) Mortgage-backed securities ​ 1,369 ​ ( 30 ) ​ 26,435 ​ ( 3,611 ) ​ 27,804 ​ ( 3,641 ) Collateralized mortgage obligations ​ 1,496 ​ ( 8 ) ​ 20,713 ​ ( 2,291 ) ​ 22,209 ​ ( 2,299 ) SBA securities ​ — ​ — ​ 1,610 ​ ( 77 ) ​ 1,610 ​ ( 77 ) Corporate bonds ​ — ​ — ​ 65,505 ​ ( 13,894 ) ​ 65,505 ​ ( 13,894 ) Total ​ $ 5,348 ​ $ ( 66 ) ​ $ 128,238 ​ $ ( 21,003 ) ​ $ 133,586 ​ $ ( 21,069 ) ​ 99 Table of Contents At December 31, 2024, the Company held 352 investment securities, of which 212 were in an unrealized loss position for more than twelve months and 53 were in an unrealized loss position for less than twelve months. At December 31, 2023, the Company held 334 investment securities, of which 297 were in an unrealized loss position for more than twelve months and 22 were in an unrealized loss position for less than twelve months. The Company anticipates full recovery of amortized cost with respect to these securities at maturity or sooner in the event of a more favorable market interest rate environment. Allowance for credit losses on investment debt securities AFS The securities that were in an unrealized loss position as of December 31, 2024, were evaluated to determine whether the decline in fair value below the amortized cost basis resulted from a credit loss or changes in required yields by investors in these types of securities, among other factors. This assessment first 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. In making this assessment, management considers the nature of the security and any related government guarantees, any changes to the rating of the security by a rating agency, creditworthiness of the issuers/guarantors, the underlying collateral, the financial conditions and prospects of the issuer, and any adverse conditions specifically related to the security, among other factors. As of December 31, 2024, the Company expected to recover the amortized cost basis of its securities, had no intent to sell any investment securities with unrealized losses, it was more likely than not that we will not be required to sell securities with unrealized losses before recovery of their amortized cost and the decline in fair value was largely attributed to changes in interest rates and other market conditions. The issuers of these securities continue to make timely principal and interest payments. No allowances for credit losses have been recognized on investment debt securities AFS in an unrealized loss position, as management does not believe any of the securities were impaired due to reasons of credit quality at December 31, 2024. Equity Securities ​ The Company recognized a net gain on equity securities of $ 463,000 for the year ended December 31, 2024, due to an increase in the fair value of equity securities , and recognized a net loss on equity securities of $ 1.1 million and $ 4.6 million for the years ended December 31, 2023 and 2022, respectively, due to a decrease in fair value of the equity securities. Equity securities were $ 13.1 million and $ 12.6 million as of December 31, 2024 and 2023, respectively. ​ 4. LOANS The Company’s loan portfolio at the dates indicated is summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2024 ​ 2023 Commercial and industrial ​ $ 173,948 ​ $ 162,889 Construction and land ​ 1,515 ​ 9,559 Commercial real estate ​ 1,667,231 ​ 1,668,585 Residential ​ 109,662 ​ 86,002 Consumer ​ 391 ​ 738 Total loans ​ 1,952,747 ​ 1,927,773 Net deferred loan costs ​ 149 ​ 56 Allowance for credit losses ​ ( 17,900 ) ​ ( 22,000 ) Net loans ​ $ 1,934,996 ​ $ 1,905,829 ​ Net loans exclude accrued interest receivable of $ 6.7 million at both December 31, 2024 and December 31, 2023, respectively, which is included in interest receivable and other assets in the consolidated balance sheets. 100 Table of Contents For the years ended December 31, 2024 and 2023, the recorded investment in individually evaluated loans on nonaccrual were $ 9.2 million and $ 13.0 million, respectively. Interest foregone on nonaccrual loans was approximately $ 1.3 million and $ 871,000 for the years ended December 31, 2024 and 2023, respectively. At both December 31, 2024 and 2023, the Company had floating or variable rate loans totaling $ 1.3 billion and $ 1.2 billion, respectively. As of December 31, 2024, a total of $ 992.5 million of these loans had interest rate floors, of which $ 713.3 million were at their floors. As of December 31, 2023, a total of $ 985.1 million of the loans had interest rate floors, of which $ 866.6 million were at their floors. As of December 31, 2024 and 2023, purchased loans outstanding totaled $ 186.6 million and $ 137.9 million respectively. At December 31, 2024, $ 521,000 in purchase premiums remained on the purchased loans, compared to no purchase premium at December 31, 2023. As of both December 31, 2024 and 2023, none of the purchased loans were past due 30 days or more. None of the purchased loans during 2024 represented PCD loans. These loans are reserved for under the Company’s general allowance component, and at December 31, 2024 and 2023, the Company had allocated approximately $ 3.2 million and $ 2.5 million, respectively, of the allowance for credit losses to the purchased loans. The Company’s total individually evaluated loans, including nonaccrual loans, modified loans to borrowers experiencing financial difficulty and accreting PCD loans that have experienced post-acquisition declines in cash flows expected to be collected are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial Construction Commercial ​ ​ ​ ​ ​ and industrial ​ and land ​ real estate ​ Residential ​ Consumer ​ Total December 31, 2024 ​ ​ ​ ​ ​ ​ ​ Recorded investment in loans individually evaluated: ​ ​ ​ ​ ​ ​ With no specific allowance recorded ​ $ — ​ $ — ​ $ 13,671 ​ $ 984 ​ $ — ​ $ 14,655 With a specific allowance recorded ​ 954 ​ — ​ 1,754 ​ — ​ — ​ 2,708 Total recorded investment in loans individually evaluated ​ $ 954 ​ $ — ​ $ 15,425 ​ $ 984 ​ $ — ​ $ 17,363 Specific allowance on loans individually evaluated ​ $ 367 ​ $ — ​ $ 25 ​ $ — ​ $ — ​ $ 392 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ ​ ​ Recorded investment in loans individually evaluated: ​ ​ ​ ​ ​ ​ With no specific allowance recorded ​ $ 273 ​ $ 366 ​ $ 1,298 ​ $ 1,349 ​ $ — ​ $ 3,286 With a specific allowance recorded ​ 1,799 ​ — ​ 7,745 ​ 147 ​ — ​ 9,691 Total recorded investment in loans individually evaluated ​ $ 2,072 ​ $ 366 ​ $ 9,043 ​ $ 1,496 ​ $ — ​ $ 12,977 Specific allowance on loans individually evaluated ​ $ 1,423 ​ $ — ​ $ 3,008 ​ $ 2 ​ $ — ​ $ 4,433 ​ The Company may modify the contractual terms of a loan to a borrower experiencing financial difficulty as a part of ongoing loss mitigation strategies. These modifications may result in an interest rate reduction, term extension, an other-than-insignificant payment delay, or a combination thereof. The Company typically does not offer principal forgiveness. 101 Table of Contents An assessment of whether a borrower is experiencing financial difficulty is made on the date of modification. The effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses on loans because of the measurement methodologies used to estimate the allowance. During the years ended December 31, 2024 and 2023, there were no modifications of loans to borrowers experiencing financial difficulty. During the year ended December 31, 2022, there were four modifications of loans to borrowers experiencing financial difficulty, consisting of two commercial real estate loans, one residential real estate loan, and one commercial and industrial loan, which totaled $ 6.5 million. The type of modification for the four loans were a term extension, with no change to the pre-modification and post modification amortized cost balances. A summary of modified loans to borrowers experiencing financial difficulty by type of concession and type of loan, as of the dates indicated, is set forth below (number of loans not in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Rate Term Rate & term ​ ​ ​ % of Total ​ ​ loans ​ modification ​ modification ​ modification ​ Total ​ loans outstanding December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and industrial 2 ​ $ — ​ $ 97 ​ $ — ​ $ 97 ​ ​ 0.06 % Construction and land — ​ — ​ — ​ — ​ — ​ — % Commercial real estate 3 ​ — ​ 1,846 ​ — ​ 1,846 ​ 0.11 % Residential 1 ​ — ​ ​ 747 ​ — ​ 747 ​ 0.68 % Consumer — ​ — ​ — ​ — ​ — ​ — % Total 6 ​ $ — ​ $ 2,690 ​ $ — ​ $ 2,690 ​ ​ 0.14 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Rate Term Rate & term ​ ​ ​ % of Total ​ ​ loans ​ modification ​ modification ​ modification ​ Total ​ loans outstanding December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and industrial 2 ​ $ — ​ $ 125 ​ $ — ​ $ 125 ​ ​ 0.08 % Construction and land — ​ — ​ — ​ — ​ — ​ — % Commercial real estate 4 ​ — ​ 3,400 ​ — ​ 3,400 ​ 0.20 % Residential 1 ​ — ​ 778 ​ — ​ 778 ​ 0.90 % Consumer — ​ — ​ — ​ — ​ — ​ — % Total 7 ​ $ — ​ $ 4,303 ​ $ — ​ $ 4,303 ​ ​ 0.22 % ​ For the years ended December 31, 2024 and 2023, the Company recorded $ 1.3 million of charge-offs and no charge-offs for modified loans to borrowers experiencing financial difficulty, respectively. As of December 31, 2024, 2023 and 2022, individually evaluated modified loans to borrowers experiencing financial difficulty had a related allowance of $ 24,000 , $ 1.3 million and $ 393,000 , respectively. As of both December 31, 2024 and 2023, none of modified loans to borrowers experiencing financial difficulty were performing in accordance with their modified terms, compared to $ 759,000 of modified loans to borrowers experiencing financial difficulty were performing in accordance with their modified terms as of December 31, 2022. Accruing modified loans to borrowers experiencing financial difficulty are included in the loans individually evaluated as part of the calculation of the allowance for credit losses for loans. Risk Rating System The Company evaluates and assigns a risk grade to each loan based on certain criteria to assess the credit quality of the loan. The assignment of a risk rating is done for each individual loan. Loans are graded from inception and on a continuing basis until the debt is repaid. Any adverse or beneficial trends will trigger a review of the loan risk rating. Each loan is assigned a risk grade based on its characteristics. Loans with low to average credit risk are assigned a lower risk grade than those with higher credit risk as determined by the individual loan characteristics. “Pass” loans include loans with acceptable business or individual credit risk where the borrower’s operations, cash flow or financial condition provides evidence of low to average levels of risk. 102 Table of Contents Loans that are assigned higher risk grades are loans that exhibit the following characteristics: “Special Mention” loans have potential weaknesses that deserve close attention. If left uncorrected, these potential weaknesses may result in a deterioration of the repayment prospects for the loan or in the Company’s credit position at some future date. Special Mention loans are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification. A Special Mention rating is a temporary rating, pending the occurrence of an event that would cause the risk rating either to improve or to be downgraded. Loans in this category would be characterized by any of the following situations: ● Credit that is currently protected but is potentially a weak asset; ● Credit that is difficult to manage because of an inadequate loan agreement, the condition of and/or control over collateral, failure to obtain proper documentation, or any other deviation from product lending practices; and ● Adverse financial trends. “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 liquidation of the debt. Substandard loans are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. The potential loss does not have to be recognizable in an individual credit for that credit to be risk rated Substandard. A loan can be fully and adequately secured and still be considered Substandard. Some characteristics of Substandard loans are: ● Inability to service debt from ordinary and recurring cash flow; ● Chronic delinquency; ● Reliance upon alternative sources of repayment; ● Term loans that are granted on liberal terms because the borrower cannot service normal payments for that type of debt; ● Repayment dependent upon the liquidation of collateral; ● Inability to perform as agreed, but adequately protected by collateral; ● Necessity to renegotiate payments to a non-standard level to ensure performance; and ● The borrower is bankrupt, or for any other reason, future repayment is dependent on court action. “Doubtful” loans have all the weaknesses inherent in loans classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing facts, conditions, and value, highly questionable and improbable. Doubtful loans have a high probability of loss, yet certain important and reasonably specific pending factors may work toward the strengthening of the credit. “Loss” loans are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. Losses are recognized as charges to the allowance when the loan or portion of the loan is considered uncollectible or at the time of foreclosure. Recoveries on loans previously charged off are credited to the allowance for credit losses. Revolving loans that are converted to term loans are treated as new originations in the tables below and are presented by year of initial origination. During the years ended December 31, 2024, and 2023, $ 867,000 and $ 7.1 million of revolving loans were converted to term loans, respectively. 103 Table of Contents The following tables present a summary of loans by type, internally assigned risk grade, year of origination and current period gross charge-offs at the years indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolving ​ ​ ​ ​ ​ Term loans - amortized cost by origination year ​ loans ​ ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ Prior ​ amortized cost ​ Total December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and industrial: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 54,720 ​ $ 20,314 ​ $ 20,759 ​ $ 11,823 ​ $ 13,433 ​ $ 28,708 ​ $ 19,699 ​ $ 169,456 Special mention ​ ​ — ​ ​ — ​ ​ — ​ ​ 56 ​ ​ — ​ ​ 1,969 ​ ​ 200 ​ ​ 2,225 Substandard ​ ​ 150 ​ ​ 154 ​ ​ — ​ ​ — ​ ​ 1,184 ​ ​ 471 ​ ​ 308 ​ ​ 2,267 Total commercial and industrial ​ $ 54,870 ​ $ 20,468 ​ $ 20,759 ​ $ 11,879 ​ $ 14,617 ​ $ 31,148 ​ $ 20,207 ​ $ 173,948 YTD gross charge-offs ​ $ — ​ $ — ​ $ — ​ $ 1,021 ​ $ 45 ​ $ 324 ​ $ — ​ $ 1,390 Construction and land: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 10 ​ $ — ​ $ — ​ $ 128 ​ $ 1,090 ​ $ 287 ​ $ — ​ $ 1,515 Special mention ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total construction and land ​ $ 10 ​ $ — ​ $ — ​ $ 128 ​ $ 1,090 ​ $ 287 ​ $ — ​ $ 1,515 YTD gross charge-offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — Commercial real estate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 196,303 ​ $ 88,599 ​ $ 371,319 ​ $ 432,629 ​ $ 97,046 ​ $ 370,828 ​ $ 1,510 ​ $ 1,558,234 Special mention ​ ​ — ​ ​ 632 ​ ​ 6,243 ​ ​ 10,462 ​ ​ 18,250 ​ ​ 44,089 ​ ​ — ​ ​ 79,676 Substandard ​ ​ — ​ ​ — ​ ​ — ​ ​ 9,063 ​ ​ 996 ​ ​ 19,262 ​ ​ — ​ ​ 29,321 Total commercial real estate ​ $ 196,303 ​ $ 89,231 ​ $ 377,562 ​ $ 452,154 ​ $ 116,292 ​ $ 434,179 ​ $ 1,510 ​ $ 1,667,231 YTD gross charge-offs ​ $ — ​ $ — ​ $ — ​ $ 2,413 ​ $ — ​ $ 1,359 ​ $ — ​ $ 3,772 Residential: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 31,828 ​ $ — ​ $ — ​ $ 36,624 ​ $ 1,452 ​ $ 32,245 ​ $ 5,041 ​ $ 107,190 Special mention ​ ​ — ​ ​ — ​ ​ — ​ ​ 859 ​ ​ — ​ ​ 410 ​ ​ 80 ​ ​ 1,349 Substandard ​ ​ — ​ ​ — ​ ​ — ​ ​ 30 ​ ​ — ​ ​ 1,093 ​ ​ — ​ ​ 1,123 Total residential ​ $ 31,828 ​ $ — ​ $ — ​ $ 37,513 ​ $ 1,452 ​ $ 33,748 ​ $ 5,121 ​ $ 109,662 YTD gross charge-offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — Consumer: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 153 ​ $ 54 ​ $ 35 ​ $ 10 ​ $ 2 ​ $ 128 ​ $ 3 ​ $ 385 Special mention ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 2 ​ ​ — ​ ​ 2 Substandard ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 4 ​ ​ — ​ ​ 4 Total consumer ​ $ 153 ​ $ 54 ​ $ 35 ​ $ 10 ​ $ 2 ​ $ 134 ​ $ 3 ​ $ 391 YTD gross charge-offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 2 ​ $ 1 ​ $ 3 Total loans outstanding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk ratings ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 283,014 ​ $ 108,967 ​ $ 392,113 ​ $ 481,214 ​ $ 113,023 ​ $ 432,196 ​ $ 26,253 ​ $ 1,836,780 Special mention ​ ​ — ​ ​ 632 ​ ​ 6,243 ​ ​ 11,377 ​ ​ 18,250 ​ ​ 46,470 ​ ​ 280 ​ ​ 83,252 Substandard ​ ​ 150 ​ ​ 154 ​ ​ — ​ ​ 9,093 ​ ​ 2,180 ​ ​ 20,830 ​ ​ 308 ​ ​ 32,715 Doubtful ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total loans outstanding ​ $ 283,164 ​ $ 109,753 ​ $ 398,356 ​ $ 501,684 ​ $ 133,453 ​ $ 499,496 ​ $ 26,841 ​ $ 1,952,747 YTD gross charge-offs ​ $ — ​ $ — ​ $ — ​ $ 3,434 ​ $ 45 ​ $ 1,685 ​ $ 1 ​ $ 5,165 ​ ​ 104 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolving ​ ​ ​ ​ ​ Term loans - amortized cost by origination year ​ loans ​ ​ ​ ​ 2023 ​ 2022 ​ 2021 ​ 2020 ​ 2019 ​ Prior ​ amortized cost ​ Total December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and industrial: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 26,055 ​ $ 25,039 ​ $ 19,294 ​ $ 22,831 ​ $ 26,008 ​ $ 17,357 ​ $ 17,754 ​ $ 154,338 Special mention ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,323 ​ ​ 932 ​ ​ 1,926 ​ ​ 1,831 ​ ​ 6,012 Substandard ​ ​ — ​ ​ — ​ ​ — ​ ​ 156 ​ ​ 320 ​ ​ 1,039 ​ ​ 1,024 ​ ​ 2,539 Total commercial and industrial ​ $ 26,055 ​ $ 25,039 ​ $ 19,294 ​ $ 24,310 ​ $ 27,260 ​ $ 20,322 ​ $ 20,609 ​ $ 162,889 YTD gross charge-offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 27 ​ $ 436 ​ $ — ​ $ 463 Construction and land: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 1,217 ​ $ 6,040 ​ $ — ​ $ 1,177 ​ $ 109 ​ $ 650 ​ $ — ​ $ 9,193 Special mention ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ ​ — ​ ​ — ​ ​ — ​ ​ 366 ​ ​ — ​ ​ — ​ ​ — ​ ​ 366 Total construction and land ​ $ 1,217 ​ $ 6,040 ​ $ — ​ $ 1,543 ​ $ 109 ​ $ 650 ​ $ — ​ $ 9,559 YTD gross charge-offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — Commercial real estate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 80,576 ​ $ 397,319 ​ $ 377,165 ​ $ 140,265 ​ $ 180,859 ​ $ 370,887 ​ $ 9,405 ​ $ 1,556,476 Special mention ​ ​ — ​ ​ 10,348 ​ ​ 1,894 ​ ​ 17,001 ​ ​ 15,101 ​ ​ 41,482 ​ ​ — ​ ​ 85,826 Substandard ​ ​ — ​ ​ 158 ​ ​ 946 ​ ​ — ​ ​ 11,579 ​ ​ 13,600 ​ ​ — ​ ​ 26,283 Total commercial real estate ​ $ 80,576 ​ $ 407,825 ​ $ 380,005 ​ $ 157,266 ​ $ 207,539 ​ $ 425,969 ​ $ 9,405 ​ $ 1,668,585 YTD gross charge-offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — Residential: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ — ​ $ — ​ $ 2,432 ​ $ 4,319 ​ $ 7,986 ​ $ 36,814 ​ $ 32,420 ​ $ 83,971 Special mention ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 437 ​ ​ — ​ ​ — ​ ​ 437 Substandard ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,594 ​ ​ — ​ ​ 1,594 Total residential ​ $ — ​ $ — ​ $ 2,432 ​ $ 4,319 ​ $ 8,423 ​ $ 38,408 ​ $ 32,420 ​ $ 86,002 YTD gross charge-offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 172 ​ $ 3 ​ $ 175 Consumer: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 65 ​ $ 67 ​ $ — ​ $ 6 ​ $ 18 ​ $ 69 ​ $ 494 ​ $ 719 Special mention ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Substandard ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 19 ​ ​ — ​ ​ — ​ ​ 19 Total consumer ​ $ 65 ​ $ 67 ​ $ — ​ $ 6 ​ $ 37 ​ $ 69 ​ $ 494 ​ $ 738 YTD gross charge-offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 5 ​ $ 5 Total loans outstanding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk ratings ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 107,913 ​ $ 428,465 ​ $ 398,891 ​ $ 168,598 ​ $ 214,980 ​ $ 425,777 ​ $ 60,073 ​ $ 1,804,697 Special mention ​ ​ — ​ ​ 10,348 ​ ​ 1,894 ​ ​ 18,324 ​ ​ 16,470 ​ ​ 43,408 ​ ​ 1,831 ​ ​ 92,275 Substandard ​ ​ — ​ ​ 158 ​ ​ 946 ​ ​ 522 ​ ​ 11,918 ​ ​ 16,233 ​ ​ 1,024 ​ ​ 30,801 Doubtful ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total loans outstanding ​ $ 107,913 ​ $ 438,971 ​ $ 401,731 ​ $ 187,444 ​ $ 243,368 ​ $ 485,418 ​ $ 62,928 ​ $ 1,927,773 YTD gross charge-offs ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 27 ​ $ 608 ​ $ 8 ​ $ 643 ​ ​ 105 Table of Contents The following tables provide an aging of the Company’s loans receivable as of the years indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Recorded ​ ​ ​ ​ ​ 90 Days ​ ​ ​ ​ ​ ​ ​ ​ investments ​ ​ 30–59 Days ​ 60–89 Days ​ or more ​ Total ​ ​ ​ ​ ​ ​ ​ Total loans ​ 90 days or more past due ​ ​ past due ​ past due ​ past due ​ past due ​ Current ​ PCD loans ​ receivable ​ and still accruing December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ Commercial and industrial ​ $ 758 ​ $ 87 ​ $ 399 ​ $ 1,244 ​ $ 172,704 ​ $ — ​ $ 173,948 ​ $ 220 Construction and land ​ — ​ — ​ — ​ — ​ 1,509 ​ 6 ​ 1,515 ​ — Commercial real estate ​ 4,794 ​ 1,527 ​ 3,220 ​ 9,541 ​ 1,635,499 ​ 22,191 ​ 1,667,231 ​ — Residential ​ 123 ​ 1 ​ ​ 747 ​ 871 ​ 108,538 ​ 253 ​ 109,662 ​ — Consumer ​ 6 ​ — ​ — ​ 6 ​ 385 ​ — ​ 391 ​ — Total ​ $ 5,681 ​ $ 1,615 ​ $ 4,366 ​ $ 11,662 ​ $ 1,918,635 ​ $ 22,450 ​ $ 1,952,747 ​ $ 220 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Recorded ​ ​ ​ ​ ​ 90 Days ​ ​ ​ ​ ​ ​ ​ ​ investments ​ ​ 30–59 Days ​ 60–89 Days ​ or more ​ Total ​ ​ ​ ​ ​ ​ ​ Total loans ​ 90 days or more past due ​ ​ past due ​ past due ​ past due ​ past due ​ Current ​ PCD loans ​ receivable ​ and still accruing December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ Commercial and industrial ​ $ 803 ​ $ 146 ​ $ 1,782 ​ $ 2,731 ​ $ 159,960 ​ $ 198 ​ $ 162,889 ​ $ — Construction and land ​ 97 ​ — ​ 366 ​ 463 ​ 9,071 ​ 25 ​ 9,559 ​ — Commercial real estate ​ 2,908 ​ 1,702 ​ 7,793 ​ 12,403 ​ 1,631,129 ​ 25,053 ​ 1,668,585 ​ — Residential ​ 55 ​ — ​ — ​ 55 ​ 85,500 ​ 447 ​ 86,002 ​ — Consumer ​ — ​ — ​ — ​ — ​ 738 ​ — ​ 738 ​ — Total ​ $ 3,863 ​ $ 1,848 ​ $ 9,941 ​ $ 15,652 ​ $ 1,886,398 ​ $ 25,723 ​ $ 1,927,773 ​ $ — ​ Nonaccrual loans totaled $ 9.2 million and $ 13.0 million at December 31, 2024 and 2023, respectively. Nonaccrual loans guaranteed by a government agency, which reduces the Company’s credit exposure, were $ 2.0 million at December 31, 2024 and $ 740,000 at December 31, 2023. ​ At December 31, 2024, nonaccrual loans included $ 643,000 of loans 30-89 days past due and no loans less than 30 days past due. At December 31, 2023, nonaccrual loans included $ 927,000 of loans 30-89 days past due and $ 2.1 million of loans less than 30 days past due. The $ 643,000 in nonaccrual loans past due 30-89 days at December 31, 2024, was comprised of three loans, all of which were placed on nonaccrual due to concerns over the borrowers’ financial condition. Additionally, at December 31, 2024, there was one loan that was 90 days or more past due and still accruing, with a balance of $ 220,000 . This compares to no loans that were 90 days or more past due and still accruing as of December 31, 2023. Interest foregone on nonaccrual loans was approximately $ 1.3 million for the year ended December 31, 2024 compared to $ 871,000 for the year ended December 31, 2023. ​ 106 Table of Contents Purchased Credit Deteriorated Loans The unpaid principal balance and carrying value of the Company’s PCD loans at the years indicated are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ Unpaid ​ ​ Unpaid ​ ​ ​ ​ principal ​ Carrying ​ principal ​ Carrying ​ ​ balance ​ value ​ balance ​ value Commercial and industrial ​ $ — ​ $ — ​ $ 185 ​ $ 198 Construction and land ​ 6 ​ 6 ​ 25 ​ 25 Commercial real estate ​ 23,635 ​ ​ 22,191 ​ 26,723 ​ ​ 25,053 Residential ​ 322 ​ 253 ​ 540 ​ 447 Total ​ $ 23,963 ​ $ 22,450 ​ $ 27,473 ​ $ 25,723 ​ ​ Pledged Loans Our FHLB line of credit is secured under terms of a blanket collateral agreement by a pledge of certain qualifying loans with unpaid principal balances of $ 1.04 billion and $ 1.14 billion at December 31, 2024 and 2023, respectively. For additional information, see Note 12, Other Borrowings. 5. ALLOWANCE FOR CREDIT LOSSES FOR LOANS The following tables summarize the Company’s allowance for credit losses for loans, reserve for unfunded commitments, and loan balances individually and collectively evaluated by type of loan as of or for the year ended December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ Construction ​ Commercial ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reserve for ​ and industrial and land real estate Residential Consumer Total unfunded commitments Year ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for credit losses: ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 4,216 ​ $ 298 ​ $ 16,498 ​ $ 979 ​ $ 9 ​ $ 22,000 ​ $ 225 Charge-offs ​ ( 1,390 ) ​ — ​ ( 3,772 ) ​ — ​ ( 3 ) ​ ( 5,165 ) ​ — Recoveries ​ 75 ​ — ​ — ​ ​ 99 ​ 1 ​ 175 ​ — Provision for (reversal of) credit losses ​ 1,780 ​ ​ ( 226 ) ​ ​ ( 1,361 ) ​ ​ 702 ​ ​ ( 5 ) ​ 890 ​ ​ 375 Ending balance ​ $ 4,681 ​ $ 72 ​ $ 11,365 ​ $ 1,780 ​ $ 2 ​ $ 17,900 ​ $ 600 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for credit losses: ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans individually evaluated ​ $ 367 ​ $ — ​ $ 25 ​ $ — ​ $ — ​ $ 392 ​ ​ ​ Loans collectively evaluated ​ 4,314 ​ 72 ​ 11,112 ​ 1,778 ​ 2 ​ 17,278 ​ ​ ​ PCD loans ​ — ​ — ​ 228 ​ 2 ​ — ​ 230 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans receivable: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Individually evaluated ​ $ 954 ​ $ — ​ $ 15,425 ​ $ 984 ​ $ — ​ $ 17,363 ​ ​ ​ Collectively evaluated ​ 172,994 ​ 1,509 ​ 1,629,615 ​ 108,425 ​ 391 ​ 1,912,934 ​ ​ ​ PCD loans ​ — ​ 6 ​ 22,191 ​ 253 ​ — ​ 22,450 ​ ​ ​ Total loans ​ $ 173,948 ​ $ 1,515 ​ $ 1,667,231 ​ $ 109,662 ​ $ 391 ​ $ 1,952,747 ​ ​ ​ ​ ​ 107 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ Construction ​ Commercial ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reserve for ​ and industrial and land real estate Residential Consumer ​ Total unfunded commitments Year ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for loan losses ​ ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 2,885 ​ $ 68 ​ $ 14,185 ​ $ 1,742 ​ $ 20 ​ $ 18,900 ​ $ 315 Impact of CECL adoption ​ ​ 1,366 ​ ​ 402 ​ ​ 2 ​ ​ ( 302 ) ​ ​ 32 ​ ​ 1,500 ​ ​ 45 Charge-offs ​ ( 463 ) ​ — ​ — ​ ( 175 ) ​ ( 5 ) ​ ( 643 ) ​ — Recoveries ​ 85 ​ — ​ 2 ​ 1 ​ 5 ​ 93 ​ — Provision for (reversal of) credit losses ​ 343 ​ ​ ( 172 ) ​ ​ 2,309 ​ ​ ( 287 ) ​ ​ ( 43 ) ​ 2,150 ​ ​ ( 135 ) Ending balance ​ $ 4,216 ​ $ 298 ​ $ 16,498 ​ $ 979 ​ $ 9 ​ $ 22,000 ​ $ 225 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for credit losses: ​ ​ ​ ​ ​ ​ ​ Loans individually evaluated ​ $ 1,423 ​ $ — ​ $ 3,008 ​ $ 2 ​ $ — ​ $ 4,433 ​ ​ ​ Loans collectively evaluated ​ 2,793 ​ 298 ​ 13,002 ​ 970 ​ 9 ​ 17,072 ​ ​ ​ PCD loans ​ — ​ — ​ 488 ​ 7 ​ — ​ 495 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans receivable: ​ ​ ​ ​ ​ ​ ​ ​ ​ Individually evaluated ​ $ 2,072 ​ $ 366 ​ $ 9,043 ​ $ 1,496 ​ $ — ​ $ 12,977 ​ ​ ​ Collectively evaluated ​ 160,619 ​ 9,168 ​ 1,634,489 ​ 84,059 ​ 738 ​ 1,889,073 ​ ​ ​ PCD loans ​ 198 ​ 25 ​ 25,053 ​ 447 ​ — ​ 25,723 ​ ​ ​ Total loans ​ $ 162,889 ​ $ 9,559 ​ $ 1,668,585 ​ $ 86,002 ​ $ 738 ​ $ 1,927,773 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial ​ Construction ​ Commercial ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ and industrial and land real estate Residential Consumer ​ Total Year ended December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for loan losses ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 3,261 ​ $ 175 ​ $ 12,709 ​ $ 1,536 ​ $ 19 ​ $ 17,700 Charge-offs ​ ( 3,643 ) ​ — ​ ( 1 ) ​ ( 6 ) ​ ( 6 ) ​ ( 3,656 ) Recoveries ​ 409 ​ — ​ — ​ 6 ​ — ​ 415 Provision for (reversal of) credit losses ​ 2,858 ​ ​ ( 107 ) ​ ​ 1,477 ​ ​ 206 ​ ​ 7 ​ 4,441 Ending balance ​ $ 2,885 ​ $ 68 ​ $ 14,185 ​ $ 1,742 ​ $ 20 ​ $ 18,900 ​ For the year ended December 31, 2024, the $ 1.3 million provision for credit losses was primarily due to the replenishment of the allowance due to charge-offs and an increase in provision for credit losses for unfunded commitments. Net charge-offs totaled $ 5.0 million for the year ended December 31, 2024, of which $ 3.2 million had been specifically reserved for. The quantitative reserve was impacted by declines in forecasted economic conditions for national gross domestic product and increasing forecasted national unemployment, both key indicators used to estimate credit losses. The reserve for individually evaluated loans decreased during the year primarily due to $ 3.2 million in charge-offs, as the associated collateral shortfalls were deemed uncollectable. No changes were made to the qualitative risk factor conclusions during the year ended December 31, 2024. The increase in the provision for credit loss for unfunded commitments of $ 375,000 for the year ended December 31, 2024 was primarily due to a new $ 9.5 million construction commitment and increased quantitative loss rates. ​ 108 Table of Contents The following table summarizes the amortized cost basis of individually evaluated collateral-dependent nonaccrual loans by loan and collateral type at December 31, 2024 and December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retail and ​ ​ ​ Convalescent ​ ​ ​ ​ ​ ​ ​ A/R and ​ ​ ​ ​ ​ Office Multifamily facility Hotel Other ​ SFR 1-4 Equipment Total ACL December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and industrial $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 954 ​ $ 954 ​ $ 367 Construction and land ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Commercial real estate ​ ​ 466 ​ 77 ​ 1,200 ​ 7,987 ​ 5,695 ​ — ​ — ​ 15,425 ​ 25 Residential ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 984 ​ — ​ ​ 984 ​ — Consumer ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — Total ​ $ 466 ​ $ 77 ​ $ 1,200 ​ $ 7,987 ​ $ 5,695 ​ $ 984 ​ $ 954 ​ $ 17,363 ​ $ 392 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial and industrial $ — ​ $ — ​ $ — ​ $ — ​ $ 1,021 ​ $ — ​ $ 1,052 ​ $ 2,073 ​ $ 1,423 Construction and land ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 366 ​ ​ — ​ ​ 366 ​ ​ — Commercial real estate ​ ​ 224 ​ 5,305 ​ 2,213 ​ 135 ​ 1,165 ​ — ​ — ​ 9,042 ​ 3,008 Residential ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,496 ​ — ​ ​ 1,496 ​ 2 Consumer ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — Total ​ $ 224 ​ $ 5,305 ​ $ 2,213 ​ $ 135 ​ $ 2,186 ​ $ 1,862 ​ $ 1,052 ​ $ 12,977 ​ $ 4,433 ​ The following table shows the amortized cost and allowance for credit losses for loans on nonaccrual status as of December 31, 2024 and 2023, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2024 ​ As of December 31, 2023 ​ ​ Nonaccrual ​ Nonaccrual ​ ​ ​ Nonaccrual ​ Nonaccrual ​ ​ ​ ​ with no allowance ​ with allowance ​ Total ​ with no allowance ​ with allowance ​ Total ​ for credit losses for credit losses nonaccrual for credit losses for credit losses nonaccrual Commercial and industrial $ — ​ $ 293 ​ $ 293 ​ $ 272 ​ $ 1,800 ​ $ 2,072 Construction and land ​ ​ — ​ ​ — ​ ​ — ​ ​ 366 ​ ​ — ​ ​ 366 Commercial real estate ​ ​ 6,055 ​ 1,792 ​ ​ 7,847 ​ 1,295 ​ 7,748 ​ 9,043 Residential ​ 984 ​ 119 ​ ​ 1,103 ​ ​ 1,349 ​ ​ 147 ​ 1,496 Consumer ​ — ​ 4 ​ ​ 4 ​ — ​ — ​ — Total ​ $ 7,039 ​ $ 2,208 ​ $ 9,247 ​ $ 3,282 ​ $ 9,695 ​ $ 12,977 ​ Interest income recognized on nonaccrual loans was $ 19,000 , $ 208,000 and $ 149,000 for the years ended December 31, 2024, 2023 and 2022, respectively. ​ As part of the acquisition of PEB, 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”). PEB ceased originating loans under this loan program in 2017. Under this loan program, the borrower, CalCAP and the participating lender contributed funds to a loss reserve account that is held in a demand deposit account at the participating lender. The borrower contributions to the loss reserve account are attributed to the participating lender. Losses on qualified loans are charged to this account after approval by CalCAP. Under the program, if a loan defaults, the participating lender has immediate coverage of 100 % of the loss. 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. Funds contributed by the participating lender to the loss reserve account are treated as a receivable from CalCAP and evaluated for impairment quarterly. As of December 31, 2024, the Company had $ 17.7 million of loans enrolled in this loan program. The Company had a loss reserve account of $ 10.4 million as of December 31, 2024. In addition, as successor to PEB, the Company was approved by CalCAP, in partnership with the California Air Resources Board, to originate loans to California truckers in the On-Road Heavy-Duty Vehicle Air Quality Loan Program. 109 Table of Contents Under this loan program, CalCAP solely contributes funds to a loss reserve account that is held in a demand deposit account at the participating lender. Losses are handled in the same manner as described above. The funds are the property of CalCAP and are payable upon termination of the program. When the loss reserve account balance exceeds the total associated loan balance, the excess is to be remitted to CalCAP. The Company originated $ 10.0 million of loans under this program during the year ended December 31, 2024. As of December 31, 2024, the Company had $ 17.3 million of loans enrolled in this program and a loss reserve account of $ 3.8 million. ​ ​ 6. PREMISES AND EQUIPMENT Premises and equipment consisted of the following at the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2024 ​ 2023 Premises owned ​ $ 11,462 ​ $ 11,233 Leasehold improvements ​ 3,602 ​ 3,082 Furniture, fixtures and equipment ​ 9,929 ​ 7,948 Less accumulated depreciation and amortization ​ ( 11,607 ) ​ ( 8,529 ) Total premises and equipment, net ​ $ 13,386 ​ $ 13,734 ​ Depreciation and amortization included in occupancy and equipment expense totaled $ 2.0 million, $ 1.7 million and $ 2.0 million for years ended December 31, 2024, 2023 and 2022, respectively. 7. LEASES The Company owned 15 of its banking branches and leased the remaining 20 branches under noncancelable operating leases as of December 31, 2024. These leases expire on various dates through 2030. The Company’s leases often have an option to renew one or more times, at the Company’s discretion, following the expiration of the initial term. If at lease inception, the Company considers the exercising of a renewal option to be reasonably certain, the Company will include the extended term in the calculation of the ROU asset and lease liability. The Company uses the rate implicit in the lease whenever this rate is readily determinable. As this rate is not readily determinable, the Company utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term. ​ The below maturity schedule represents the undiscounted lease payments for the five-year period and thereafter as of December 31, 2024: ​ ​ ​ ​ Year ending December 31, ​ ​ ​ 2025 ​ $ 3,897 2026 ​ 3,329 2027 ​ 2,911 2028 ​ ​ 2,769 Thereafter ​ 2,763 Total undiscounted cash flows ​ ​ 15,669 Less: interest ​ ​ ( 1,286 ) Present value of lease payments ​ $ 14,383 ​ ​ ​ The following table presents the remaining weighted average lease term and discount rate at the date indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 Weighted-average remaining lease term 4.5 years ​ 4.8 years Weighted-average discount rate 3.8 % ​ 3.4 % ​ ​ 110 Table of Contents The following table presents certain information related to the operating lease costs included in occupancy and equipment expense on the consolidated statements of income for the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ December 31, ​ ​ 2024 ​ 2023 ​ 2022 Operating lease cost ​ $ 4,053 ​ $ 3,870 ​ $ 3,825 Short-term lease cost ​ 15 ​ 112 ​ 299 Variable lease cost ​ — ​ — ​ 17 Less: Sublease income ​ ( 96 ) ​ ( 83 ) ​ ( 88 ) Total operating lease cost, net ​ $ 3,972 ​ $ 3,899 ​ $ 4,053 ​ ​ ​ ​ 8. OTHER REAL ESTATE OWNED The Company had no other real estate owned as of December 31, 2024 and 2023. As both of December 31, 2024 and 2023, there were no residential mortgage loans in the process of foreclosure. ​ 9. GOODWILL AND INTANGIBLE ASSETS Goodwill The Company’s goodwill balance was $ 38.8 million at both December 31, 2024 and 2023. There were no changes in the Company’s goodwill for the years ended December 31, 2024 and 2023. ​ As of December 31, 2024, based on the Company’s qualitative assessment, which considered the Company’s continued profitability, positive equity, average community bank merger deal values realized during 2024, net interest margin, allowance for credit losses, and continued growth in its core deposit portfolio, the Company concluded that the goodwill of the Company’s reporting unit, the Bank, was not more likely than not impaired. ​ Core Deposit Intangible Changes in the Company’s core deposit intangible for the periods indicated were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ Year ended ​ ​ December 31, 2024 ​ December 31, 2023 Balance at beginning of period ​ $ 3,915 ​ $ 5,201 Additions ​ — ​ — Less amortization ​ ( 1,222 ) ​ ( 1,286 ) Balance at end of period ​ $ 2,693 ​ $ 3,915 ​ Estimated annual amortization at December 31, 2024 is as follows: ​ ​ ​ ​ ​ Year ending December 31, ​ ​ ​ 2025 ​ $ 948 2026 ​ 455 2027 ​ 455 2028 ​ ​ 455 Thereafter ​ 380 Total ​ $ 2,693 ​ ​ 111 Table of Contents 10. INTEREST RECEIVABLE AND OTHER ASSETS The Company’s interest receivable and other assets at the dates indicated consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2024 ​ 2023 Tax assets, net ​ $ 16,048 ​ $ 19,480 Accrued interest receivable ​ 8,507 ​ 8,423 Investment in SBIC fund ​ 3,241 ​ 3,969 Investment in Community Reinvestment Act fund ​ ​ 2,000 ​ ​ 2,000 Prepaid assets ​ 1,942 ​ 2,023 Servicing assets ​ 673 ​ 1,269 Investment in Low Income Housing Tax Credit ("LIHTC") partnerships, net ​ 4,035 ​ 3,480 Investment in statutory trusts ​ 532 ​ 511 CalCAP reserve receivable ​ ​ 4,023 ​ ​ 4,023 Other assets ​ 2,717 ​ 2,200 Total interest receivable and other assets ​ $ 43,718 ​ $ 47,378 ​ ​ 11. DEPOSITS The Company’s deposits consisted of the following at the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2024 ​ 2023 Demand deposits (1) ​ $ 688,996 ​ $ 646,278 NOW accounts ​ 261,430 ​ 283,089 Savings ​ ​ 82,300 ​ ​ 102,073 Money market ​ 644,880 ​ 624,066 Time deposits ​ 556,403 ​ 477,244 Total ​ $ 2,234,009 ​ $ 2,132,750 ​ ​ ​ ​ ​ ​ ​ (1) Noninterest bearing. ​ ​ ​ ​ ​ ​ ​ Included in time deposits above are brokered deposits of $ 35.5 million and $ 43.6 million as of December 31, 2024 and 2023, respectively. At December 31, 2024, aggregate annual maturities of time deposits were as follows: ​ ​ ​ ​ ​ Year ending December 31, ​ 2025 ​ $ 485,877 2026 ​ 58,007 2027 ​ 7,220 2028 ​ 3,881 2029 ​ 1,418 Total ​ $ 556,403 ​ 112 Table of Contents Interest expense, net of early withdrawal penalty, recognized on interest bearing deposits at the dates indicated consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, December 31, ​ ​ 2024 ​ 2023 ​ 2022 NOW accounts and savings ​ $ 369 ​ $ 426 ​ $ 499 Money market ​ ​ 15,300 ​ ​ 10,238 ​ ​ 3,238 Time deposits ​ 20,470 ​ 13,376 ​ 2,536 Total ​ $ 36,139 ​ $ 24,040 ​ $ 6,273 ​ ​ 12. OTHER BORROWINGS 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. At both December 31, 2024 and December 31, 2023, the Company had no FHLB advances outstanding. 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 Company has Federal Funds lines with four correspondent banks. Cumulative available commitments totaled $ 65.0 million at both December 31, 2024 and December 31, 2023. There are no amounts outstanding under these facilities at December 31, 2024 and December 31, 2023. ​ 13. JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES The Company acquired the BFC Trust in the acquisition of BFC. The BFC Trust was formed in Delaware with capital of $ 93,000 for the sole purpose of issuing trust preferred securities fully and unconditionally guaranteed by BFC. The BFC Trust issued Floating Rate Capital Trust Pass-Through Securities (“BFC Trust Preferred Securities”), with a liquidation value of $ 1,000 per security, for gross proceeds of $ 3.1 million prior to the BFC acquisition and the liability was assumed in the acquisition. The entire proceeds of the issuance were invested by the BFC Trust in $ 3.1 million of Floating Rate Junior Subordinated Deferrable Interest Debentures issued by BFC, with identical maturities, repricing and payment terms as the BFC Trust Preferred Securities. The subordinated debentures have a variable interest rate based on the three months SOFR plus 2.75 %, with quarterly repricing. The debentures are redeemable by the Company subject to prior approval from the Federal Reserve on March 15, June 15, September 15, or December 15. The redemption price is par plus accrued and unpaid interest, except in the case of redemption under special event which is defined in the terms of the debentures. The BFC Trust Preferred Securities are subject to mandatory redemption to the extent of any early redemption of the subordinated debentures or upon its maturity on June 17, 2034. The Company acquired the FULB Trust in the acquisition of FULB. The FULB Trust was formed in Delaware with capital of $ 192,000 for the sole purpose of issuing trust preferred securities fully and unconditionally guaranteed by FULB. The FULB Trust issued 6,200 Floating Rate Capital Trust Pass-Through Securities (“FULB Trust Preferred Securities”), with a liquidation value of $ 1,000 per security, for gross proceeds of $ 6.2 million prior to the FULB acquisition and the liability was assumed in the acquisition. The entire proceeds of the issuance were invested by the FULB Trust in $ 6.4 million of Floating Rate Junior Subordinated Deferrable Interest Debentures issued by FULB, with identical maturities, repricing and payment terms as the FULB Trust Preferred Securities. The subordinated debentures have a variable interest rate based on the three months SOFR plus 2.5 %, with quarterly repricing. The debentures are redeemable by the Company subject to prior approval from the Federal Reserve, on any March 15, June 15, September 15, or December 15. The redemption price is par plus accrued and unpaid interest, except in the case of redemption under special event which is defined in the terms of the debentures. The FULB Trust Preferred Securities are subject to mandatory redemption to the extent of any early redemption of the subordinated debentures or upon its maturity on September 15, 2034. 113 Table of Contents Holders of the trust preferred securities issued by the Grantor Trusts are entitled to a cumulative cash distribution on the liquidation amount of $ 1,000 per security. Each of the Grantor Trusts has the option to defer payment of the distributions for a period of up to five years, as long as the Company is not in default of the payment of interest on the subordinated debentures. The trust preferred securities were sold and issued in private transactions pursuant to an exemption from registration under the Securities Act of 1933, as amended. The Company has guaranteed, on a subordinated basis, distributions and other payments due on the trust preferred securities. The acquired debentures were recorded on the Company’s books at their fair values on the acquisition date. The related fair value discounts to face value of these debentures are amortized over the remaining period in which their values are fully allowed to be included in the Company's capital ratio calculations using the effective interest method. The following is a summary of the contractual terms of the subordinated debentures due to the Grantor Trusts at the date indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 Subordinated debenture Gross Fair value discount Net Interest rate Effective rate BFC Trust ​ $ 3,093 ​ $ ( 248 ) ​ $ 2,845 7.36 % 9.07 % FULB Trust ​ 6,392 ​ ( 592 ) ​ 5,800 7.12 % 9.09 % Total ​ $ 9,485 ​ $ ( 840 ) ​ $ 8,645 7.20 % 9.09 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 Subordinated debenture Gross Fair value discount Net Interest rate Effective Rate BFC Trust ​ $ 3,093 ​ $ ( 268 ) ​ $ 2,825 8.39 % 8.74 % FULB Trust ​ ​ 6,392 ​ ( 652 ) ​ 5,740 8.15 % 8.75 % Total ​ $ 9,485 ​ $ ( 920 ) ​ $ 8,565 8.23 % 8.75 % ​ ​ 14. SUBORDINATED DEBT On August 6, 2020, the Company issued and sold $ 65.0 million aggregate principal amount of 5.25 % Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”) at a public offering price equal to 100 % of the aggregate principal amount of the Notes. The offering of the Notes closed on August 10, 2020. The Notes initially bear a fixed interest rate of 5.25 % per year. Commencing on September 15, 2025, the interest rate on the Notes resets quarterly to the three-month Secured Overnight Financing rate (“SOFR”) plus a spread of 521 basis points ( 5.21 %), payable quarterly in arrears. Interest on the Notes is payable semi-annually on March 15 and September 15 of each year through September 15, 2025 and quarterly thereafter on March 15, June 15, September 15 and December 15 of each year through the maturity date or early redemption date. 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, 2024 and 2023, the Company had outstanding subordinated debt evidenced by the Notes, net of costs to issue, totaling $ 63.7 million and $ 63.9 million, respectively. 114 Table of Contents 15. INCOME TAXES Income tax expense for the dates indicated consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ (As Restated) Current income tax expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ $ 4,697 ​ $ 7,021 ​ $ 5,990 State ​ 3,008 ​ 3,711 ​ 3,638 Total current tax expense ​ ​ 7,705 ​ ​ 10,732 ​ ​ 9,628 Deferred income tax expense (benefit): ​ ​ ​ ​ ​ ​ ​ ​ ​ Federal ​ ​ 709 ​ ​ ( 206 ) ​ ​ ( 402 ) State ​ ​ 92 ​ ​ 207 ​ ​ ( 518 ) Total deferred tax expense (benefit) ​ ​ 801 ​ ​ 1 ​ ​ ( 920 ) Total income tax expense ​ $ 8,506 ​ $ 10,733 ​ $ 8,708 ​ Income tax expense results in effective tax rates that differ from the statutory federal income tax rate for the years indicated as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 December 31, 2023 ​ December 31, 2022 ​ Amount Rate% Amount Rate% Amount Rate% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (As Restated) ​ (As Restated) ​ Federal statutory tax rate ​ $ 6,745 21.00 % $ 8,013 21.00 % $ 6,812 21.00 % State statutory tax rate, net of federal effective tax rate ​ 2,449 7.60 ​ 3,095 8.10 ​ 2,465 7.60 ​ Tax exempt interest ​ ( 75 ) ( 0.20 ) ​ ( 76 ) ( 0.20 ) ​ ( 94 ) ( 0.29 ) ​ BOLI ​ ( 151 ) ( 0.50 ) ​ ( 140 ) ( 0.40 ) ​ ( 124 ) 0.38 ​ Acquisition expenses ​ — — ​ — — ​ 94 0.29 ​ Other ​ ( 462 ) ( 1.40 ) ​ ( 159 ) ( 0.40 ) ​ ( 445 ) 1.37 ​ Total income tax expense ​ $ 8,506 26.50 % $ 10,733 28.10 % $ 8,708 26.85 % ​ The Company is subject to US federal income tax as well as state income tax in multiple states, most notably in California, Colorado and New Mexico. Federal income tax returns for the years ended on or after December 31, 2021 are open to audit by the federal authorities and, with limited exception, state income tax returns for the years ended on or after December 31, 2020 are open to audit by state authorities. 115 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ Deferred tax assets ​ ​ Net operating loss carryforward ​ $ 2,776 ​ $ 3,191 Salary continuation plan ​ 1,465 ​ 1,453 Allowance for credit losses ​ 5,327 ​ 6,450 Stock based compensation ​ 150 ​ 153 Lease liability ​ 4,096 ​ 4,237 Unrealized loss on AFS securities ​ 5,178 ​ 5,885 Unrealized loss on equity securities ​ ​ 1,496 ​ ​ 1,642 Other ​ 1,125 ​ 1,265 Total deferred tax assets ​ 21,613 ​ 24,276 Deferred tax liabilities ​ ​ Core deposit intangible ​ ( 767 ) ​ ( 1,125 ) Depreciation ​ 83 ​ — ROU assets ​ ( 3,811 ) ​ ( 4,004 ) FHLB stock dividend ​ ( 571 ) ​ ( 246 ) Partnership investments ​ ​ ( 391 ) ​ ​ ( 973 ) Deferred loan costs and other ​ ( 940 ) ​ ( 1,204 ) Total deferred tax liability ​ ( 6,397 ) ​ ( 7,552 ) Deferred tax assets, net ​ $ 15,216 ​ $ 16,724 ​ The utilization of the net operating losses (“NOLs”) is subject to an annual limit pursuant to Section 382 of the Internal Revenue Code. The annual limitations for Federal and California Franchise Tax purpose is $ 1.1 million and if not fully utilized, the NOLs will begin to expire in 2028. Based upon the level of historical taxable income and projections for future taxable income over the periods during which the deferred tax assets are expected to be deductible, management believes it is more likely than not that we will realize the benefit of the remaining deferred tax assets. Accordingly, no valuation allowance has been established as of December 31, 2024 or 2023. At December 31, 2024, Federal, California and Colorado NOLs included in the deferred tax asset totaled $ 8.9 million, $ 9.6 million and $ 2.1 million, respectively. During the years ended December 31, 2024, 2023 and 2022, the Company did no t recognize any interest or penalties. The Company had no unrecognized tax benefits as of December 31, 2024 and 2023. 116 Table of Contents 16. COMMITMENTS AND CONTINGENCIES Lending and Letter of Credit Commitments In the normal course of business, the Company enters into various commitments to extend credit which are not reflected in the financial statements. These commitments consist of the undisbursed balance on personal and commercial lines, including commercial real estate secured lines of credit, and of the undisbursed funds on construction and development loans. The Company also issues standby letter of credit commitments, primarily for the third party performance obligations of clients. The following table presents a summary of commitments described above as of the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2024 ​ 2023 Commitments to extend credit ​ $ 72,737 ​ $ 76,531 Standby letters of credit ​ 677 ​ 846 Total commitments ​ $ 73,414 ​ $ 77,377 ​ Commitments generally have fixed expiration dates or other termination clauses. The actual liquidity needs or the credit risk that the Company will experience will be lower than the contractual amount of commitments to extend credit because a significant portion of these commitments are expected to expire without being drawn upon. The commitments are generally variable rate and include unfunded home equity lines of credit, commercial real estate construction where disbursement is made over the course of construction, commercial revolving lines of credit, and unsecured personal lines of credit. 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 $ 600,000 and $ 225,000 at December 31, 2024 and 2023, respectively. Commercial Real Estate Concentrations At December 31, 2024 and 2023, in management’s judgment, a concentration of loans existed in commercial real estate related loans. The Company’s commercial real estate loans are secured by owner-occupied and non-owner occupied commercial real estate and multifamily properties. 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 values in the Company’s primary market areas in particular could have an adverse impact on collectability. Other Assets The Company has commitments to fund investments in LIHTC partnerships and an SBIC fund. At December 31, 2024, the remaining commitments to the LIHTC partnerships and SBIC fund were approximately $ 4.9 million and $ 122,000 , respectively. At December 31, 2023, the remaining commitment to the LIHTC partnerships and SBIC fund were $ 5.7 million and $ 122,000 , respectively. Deposits At December 31, 2024, approximately $ 304.5 million, or 13.6 %, of the Company’s deposits are derived from the top ten depositors. At December 31, 2023, approximately $ 246.0 million, or 11.5 %, of the Company’s deposits are derived from the top ten depositors. Local Agency Deposits In the normal course of business, the Company accepts deposits from local agencies. The Company is required to provide collateral for certain local agency deposits in the states of California, Colorado, New Mexico and Washington. 117 Table of Contents As of December 31, 2024 and 2023, the FHLB issued letters of credit on behalf of the Company totaling $ 41.1 million and $ 40.6 million, respectively, as collateral for local agency deposits. ​ 17. EMPLOYEE BENEFIT PLANS 401(k) Plan Effective January 1, 2005, the Company adopted a qualified 401(k) profit sharing plan (the “401(k) Plan”) that covers substantially all full-time employees. The 401(k) Plan permits voluntary contributions by participants and provides for voluntary matching contributions by the Company after 90 days of employment. For the years ended December 31, 2024, 2023 and 2022, the Company made contributions to the plan of $ 921,000 , $ 964,000 and $ 801,000 respectively. Salary Continuation Plan In 2014, the Company established a salary continuation plan for one of its executive officers. In 2017, the Company extended coverage to two additional executive officers. Under the salary continuation plan agreements, as amended, the Company provides the executives, or their designated beneficiaries, with annual benefits for fifteen years after retirement or death. The contributions are based on the executive’s performance related to the Company’s financial performance. These benefits are substantially equivalent to those available under insurance policies purchased by the Company on the lives of the executives. At December 31, 2024 and 2023, approximately $ 830,000 and $ 1.0 million, respectively, of the salary continuation plan was related to plans assumed through the Company’s acquisitions. There are no further requirements to fund these plans. In 2024 and 2023, the Company did no t recognize any expense related to the aforementioned salary continuation plan in salaries and benefits in the consolidated statements of income, as the performance metrics were not met. This compares to $ 648,000 in expenses recognized for the year ended December 31, 2022. 18. EQUITY INCENTIVE PLANS 2024 Omnibus Equity Incentive Plan The Company’s shareholders approved the Company’s 2024 Omnibus Equity Incentive Plan (“ 2024 Plan”) in June 2024. The 2024 Plan provides for the grant of equity incentive awards to employees and directors (including emeritus and advisory directors) of the Company and its subsidiaries. The 2024 Plan permits the granting of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, non-statutory stock options , stock appreciation rights, restricted stock awards, restricted stock unit awards, performance shares and performance units. Factors generally considered by the Board in awarding equity incentives to officers and employees include the performance of the Company, the employee’s or officer’s job performance, the importance of his or her position, and his or her contribution to the organization’s goals for the award period. Generally, awards under the 2024 Plan are subject to a minimum vesting period of one year (at least three years for full vesting for the chief executive officer), provided that awards for up to 5 % of the maximum shares available under the 2024 Plan (for any participant other than the chief executive officer) may provide for a shorter vesting period. Subject to adjustment as provided in the 2024 Plan, the maximum number of shares of common stock available for issuance under the 2024 Plan is 500,000 , and awards granted under the 2024 Plan to any one participant in any one calendar year are subject to the following limitations: (i) aggregate grants of stock options or stock appreciation rights to any one participant are subject to an annual limit of the lesser of 100,000 shares or $ 2.0 million in fair market value as of the date of grant; (ii) aggregate grants of restricted stock or restricted stock units to any one participant are subject to an annual limit of the lesser of 50,000 shares or $ 2.0 million in fair market value as of the date of grant; and (iii) aggregate grants of performance shares or performance units to any one participant are subject to an annual limit of the lesser of 50,000 shares or $ 2.0 million in fair market value as of the date of grant. In addition, subject to adjustment as provided in the 2024 Plan, the maximum aggregate number of shares that may be covered by awards granted under the 2024 Plan 118 Table of Contents to any non-employee director in any one calendar year is 25,000 shares. As of December 31, 2024, a total of 492,038 shares were available for future issuance under the 2024 Plan. 2017 Omnibus Equity Incentive Plan The Company’s shareholders approved the Company’s 2017 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 and non-employee directors. An equity incentive award under the 2017 Plan may be an option, stock appreciation right, restricted stock units, stock award, other stock-based award or performance award. Factors considered by the Board in awarding equity incentives to officers and employees include the performance of the Company, the employee’s or officer’s job performance, the importance of his or her position, and his or her contribution to the organization’s goals for the award period. Generally, awards have a vesting period of no longer than ten years . Subject to adjustment as provided in the 2017 Plan, the maximum number of shares of common stock that may be delivered pursuant to awards granted under the 2017 Plan is 450,000 . The 2017 Plan provides for annual restricted stock grant limits to officers, employees and directors. The annual stock grant limit per person for officers and employees is the lesser of 50,000 shares or a value of $ 2.0 million, and per person for directors , the maximum is 25,000 shares. All unvested restricted shares outstanding vest in the event of a change in control of the Company. 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. As of December 31, 2024, no shares were available for future issuance under the 2017 Plan because the 2024 Plan provides that no further awards may be made under the 2017 Plan upon the approval by the Company’s shareholders of the 2024 Plan . The Company recognizes compensation expense for the restricted stock awards based on the fair value of the shares at the award date. For the years ended December 31, 2024, 2023 and 2022, total compensation expense for these plans was $ 588,000 , $ 726,000 and $ 1.0 million, respectively. As of December 31, 2024, there was $ 1.0 million of total unrecognized compensation cost related to non-vested shares granted as restricted stock awards. The cost is expected to be recognized over the remaining weighted-average vesting period of approximately four years . The following table provides the restricted stock grant activity for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ ​ ​ Weighted-average ​ Weighted-average ​ ​ ​ ​ grant date ​ ​ ​ grant date ​ ​ Shares ​ fair value ​ Shares ​ fair value Non-vested at January 1, 81,365 ​ $ 18.27 ​ 97,877 ​ $ 16.80 ​ Granted 33,760 ​ 22.49 ​ 41,849 ​ 18.24 ​ Vested ( 32,877 ) ​ 18.08 ​ ( 58,361 ) ​ 15.78 ​ Forfeited ​ ( 7,902 ) ​ ​ 19.72 ​ — ​ ​ — ​ Non-Vested, at December 31, 74,346 ​ $ 20.11 ​ 81,365 ​ $ 18.27 ​ ​ ​ 19. REGULATORY MATTERS Dividends The Company’s ability to pay cash dividends is dependent on dividends or other capital distributions paid to it by the Bank, and is also limited by state corporation law. 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). 119 Table of Contents 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, 2024 and 2023 the Bank paid $ 15.0 million and $ 40.0 million of dividends to the Company, respectively. 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. Under the capital regulations, the minimum capital ratios are: (1) a common equity Tier 1 capital ratio (“CET1 capital”) of 4.5% of risk-weighted assets; (2) a Tier 1 capital ratio of 6.0% of risk-weighted assets (“Tier 1 capital”); (3) a total risk-based capital ratio of 8.0% of risk-weighted assets; and (4) a leverage ratio (the ratio of Tier 1 capital to average total consolidated assets) of 4.0%. CET1 capital 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 capital and noncumulative perpetual preferred stock. Tier 2 capital generally consists of other preferred stock and subordinated debt which meet certain conditions, plus an amount of the allowance for loan and lease losses up to 1.25% of assets. Total capital is the sum of Tier 1 and Tier 2 capital. The Bank is subject to various regulatory capital requirements administered by the Federal Reserve. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines of the regulatory framework for prompt corrective action, the Bank must meet specific capital adequacy guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices and until August 30, 2018, the Company was subject to similar capital regulations. The Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of Tier 1 capital to total average assets (as defined), and minimum ratios of Tier 1 capital (as defined) and CET1 capital to risk-weighted assets (as defined). Management reviews capital ratios on a regular basis to ensure that capital exceeds the prescribed regulatory minimums and is adequate to meet our anticipated future needs. As of December 31, 2024, the most recent regulatory notifications from the Federal Reserve categorized the Bank as “Well Capitalized” under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes would have changed the category. 120 Table of Contents The following is a summary of actual capital amounts and ratios as of the dates indicated, for the Company (assuming it was subject to regulatory capital requirements) and the Bank compared to the requirements for minimum capital adequacy and classification as Well Capitalized: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2024 ​ As of December 31, 2023 ​ Amount Ratio Amount Ratio ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Dollars in thousands) ​ Leverage Ratio ​ ​ ​ BayCom Corp ​ $ 294,714 11.83 % $ 282,402 11.56 % Minimum requirement for "Well Capitalized" ​ 124,603 5.00 % 122,135 5.00 % Minimum regulatory requirement ​ 99,682 4.00 % 97,708 4.00 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United Business Bank ​ 342,614 13.42 % ​ 328,303 13.08 % Minimum requirement for "Well Capitalized" ​ 127,671 5.00 % 125,479 5.00 % Minimum regulatory requirement ​ 102,137 4.00 % 100,383 4.00 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Equity Tier 1 Ratio ​ ​ ​ BayCom Corp ​ 294,714 14.41 % ​ 282,402 14.41 % Minimum requirement for "Well Capitalized" ​ 132,932 6.50 % 127,400 6.50 % Minimum regulatory requirement ​ 92,030 4.50 % 88,200 4.50 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United Business Bank ​ 342,614 ​ 16.94 % 328,303 ​ 16.94 % Minimum requirement for "Well Capitalized" ​ 131,437 6.50 % 125,987 6.50 % Minimum regulatory requirement ​ 90,995 4.50 % 87,222 4.50 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tier 1 Risk-Based Capital Ratio ​ ​ ​ BayCom Corp ​ 304,199 ​ 14.87 % 291,887 ​ 14.89 % Minimum requirement for "Well Capitalized" ​ 163,609 8.00 % 156,800 8.00 % Minimum regulatory requirement ​ 122,707 6.00 % 117,600 6.00 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United Business Bank ​ 342,614 ​ 16.94 % 328,303 ​ 16.94 % Minimum requirement for "Well Capitalized" ​ 161,768 8.00 % 155,062 8.00 % Minimum regulatory requirement ​ 121,326 6.00 % 116,296 6.00 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Risk-Based Capital Ratio ​ ​ ​ BayCom Corp ​ 387,384 ​ 18.94 % 379,112 ​ 19.34 % Minimum requirement for “Well Capitalized” ​ 204,511 10.00 % 196,000 10.00 % Minimum regulatory requirement ​ 163,609 8.00 % 156,800 8.00 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ United Business Bank ​ 361,114 ​ 17.86 % 350,528 ​ 18.08 % Minimum requirement for "Well Capitalized" ​ 202,210 10.00 % 193,827 10.00 % Minimum regulatory requirement ​ 161,768 8.00 % 155,062 8.00 % ​ In addition to the minimum CET1 capital, Tier 1 capital, leverage ratio and total capital ratios, the Bank must maintain a capital conservation buffer consisting of additional CET1 capital greater than 2.5 % of risk-weighted assets above the required minimum risk-based capital levels in order to avoid limitations on paying dividends, repurchasing shares, and paying discretionary bonuses. ​ 20. RELATED PARTY TRANSACTIONS In the ordinary course of business, the Company may enter into transactions with related parties, including directors, shareholders, officers and their associates. These transactions are on substantially the same terms, including rates and collateral, as loans to unrelated parties and do not involve more than normal risk of collection. 121 Table of Contents The following is a summary of the aggregate loan activity involving related party borrowers for the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ 2024 ​ 2023 Beginning of the year ​ $ 29,843 ​ $ 38,276 Disbursements ​ 257 ​ 1,611 Amounts paid (1) ​ ( 11,772 ) ​ ( 10,044 ) End of year ​ $ 18,328 ​ $ 29,843 Undisbursed commitments to related parties ​ $ 150 ​ $ 857 (1) The 2023 amount includes $ 8.5 million of outstanding loans to former directors who retired in 2023. As of December 31, 2023, the Bank no longer considers these individuals as related parties. ​ At December 31, 2024 and 2023, the Company had depositor relationships with directors, officers and their associates which totaled approximately $ 13.8 million and $ 26.3 million, respectively. ​ 21. OTHER EXPENSES For the dates indicated, other expenses consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, December 31, ​ ​ 2024 ​ 2023 ​ 2022 Professional fees ​ $ 2,436 ​ $ 2,048 ​ $ 2,775 Core deposit premium amortization ​ 1,223 ​ 1,286 ​ 2,044 Marketing and promotions ​ 785 ​ 896 ​ 955 Stationery and supplies ​ 302 ​ 328 ​ 352 Insurance (including FDIC premiums) ​ 1,440 ​ 1,364 ​ 951 Communication and postage ​ 1,042 ​ 927 ​ 937 Loan default related expense ​ 382 ​ 402 ​ 254 Director fees and expenses ​ 319 ​ 329 ​ 366 Bank service charges ​ 65 ​ 66 ​ 162 Courier expense ​ 748 ​ 751 ​ 745 Other ​ 536 ​ 500 ​ 561 Total ​ $ 9,278 ​ $ 8,897 ​ $ 10,102 ​ The Company expenses marketing and promotions costs as they are incurred. Advertising expense included in marketing and promotions totaled $ 49,000 , $ 48,000 and $ 71,000 for the years ended December 31, 2024, 2023 and 2022, respectively. 122 Table of Contents 22. FAIR VALUE MEASUREMENTS ASC Topic 820, “Fair Value Measurement,” defines fair value, establishes a framework for measuring fair value including a three-level valuation hierarchy, and expands disclosures about fair value measurements. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date reflecting assumptions that a market participant would use when pricing an asset or liability. The hierarchy uses three levels of inputs to measure the fair value of assets and liabilities as follows: Level 1 — Quoted prices (unadjusted) for identical assets or liabilities in active markets that the reporting entity has the ability to access at the measurement date. Level 2 — Observable prices in active markets for similar assets and liabilities; prices for identical or similar assets or liabilities in markets that are not active; directly observable market inputs for substantially the full term of the asset and liability; market inputs that are not directly observable but are derived from or corroborated by observable market data. Level 3 — Unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. We use fair value to measure certain assets and liabilities on a recurring basis, primarily securities AFS. For assets measured at the lower of cost or fair value, the fair value measurement criteria may or may not be met during a reporting period and such measurements are therefore considered “nonrecurring” for purposes of disclosing our fair value measurements. Fair value is used on a nonrecurring basis to adjust carrying values for individually evaluated loans and other real estate owned and to record impairment on certain assets, such as goodwill, core deposit intangible, and other long-lived assets. In certain cases, the inputs used to measure fair value may fall into different levels of the hierarchy. In such cases, the lowest level of inputs that is significant to the measurement is used to determine the hierarchy level for the entire asset or liability. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with our quarterly valuation process. There were no transfers between levels during 2024 and 2023. The following assets are measured at fair value on a recurring basis at the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Estimated Fair Value Measurements ​ ​ Fair Value ​ Level 1 ​ Level 2 ​ Level 3 December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Government Agencies ​ $ 1,937 ​ $ — ​ $ 1,937 ​ $ — Municipal securities ​ ​ 22,525 ​ ​ — ​ ​ 22,525 ​ ​ — Mortgage-backed securities ​ 47,483 ​ — ​ 47,483 ​ — Collateralized mortgage obligations ​ 47,159 ​ — ​ 47,159 ​ — SBA securities ​ 3,985 ​ — ​ 3,985 ​ — Corporate bonds ​ 70,239 ​ — ​ 70,239 ​ — Equity securities ​ ​ 13,120 ​ ​ 13,120 ​ ​ — ​ ​ — Total ​ $ 206,448 ​ $ 13,120 ​ $ 193,328 ​ $ — ​ 123 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Estimated Fair Value Measurements ​ ​ Fair Value ​ Level 1 ​ Level 2 ​ Level 3 December 31, 2023 ​ ​ ​ ​ Municipal securities ​ $ 20,827 ​ $ — ​ $ 20,827 ​ $ — Mortgage-backed securities ​ 37,601 ​ — ​ 37,601 ​ — Collateralized mortgage obligations ​ 32,976 ​ — ​ 32,976 ​ — SBA securities ​ 5,252 ​ — ​ 5,252 ​ — Corporate bonds ​ 66,496 ​ — ​ 66,496 ​ — Equity securities ​ ​ 12,585 ​ ​ 12,585 ​ ​ — ​ ​ — Total ​ $ 175,737 ​ $ 12,585 ​ $ 163,152 ​ $ — ​ The following assets are measured at fair value on a nonrecurring basis as of the dates indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Estimated Fair Value Measurements ​ ​ Fair Value ​ Level 1 ​ Level 2 ​ Level 3 December 31, 2024 ​ ​ ​ ​ Individually evaluated loans ​ $ 9,490 ​ $ — ​ $ — ​ $ 9,490 Total ​ $ 9,490 ​ $ — ​ $ — ​ $ 9,490 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Estimated Fair Value Measurements ​ ​ Fair Value ​ Level 1 ​ Level 2 ​ Level 3 December 31, 2023 ​ ​ ​ ​ Individually evaluated loans (1) ​ $ 12,977 ​ $ — ​ $ — ​ $ 12,977 Total ​ $ 12,977 ​ $ — ​ $ — ​ $ 12,977 ​ (1) For each quarter the loan was outstanding in 2023, one performing modified loan to a borrower experiencing financial difficulty was individually evaluated in determining the estimated allowance for credit losses. ​ The Company does not record loans at fair value on a recurring basis. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are placed on nonaccrual and individually evaluated. The fair value of individually evaluated loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise and liquidation value and discounted cash flows. Those loans not requiring an allowance for credit losses represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. When the fair value of the collateral is based on an observable market price or a current appraised value which uses substantially observable data, the Company records the individually evaluated loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is below the appraised value or the appraised value contains a significant assumption and there is no observable market price, the Company records the individually evaluated loan as nonrecurring Level 3. The Company records OREO at fair value on a nonrecurring basis based on the collateral value of the property. When the fair value of the collateral is based on an observable market price or a current appraised value which uses substantially observable data, the Company records the OREO as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is below the appraised value or the appraised value contains a significant assumption, and there is no observable market price, the Company records the individually evaluated loan as nonrecurring Level 3. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Management also incorporates assumptions regarding market trends or other relevant factors and selling and commission costs ranging from 5 % to 10 %. Such adjustments and assumptions are typically significant and result in a Level 3 classification of the inputs for determining fair value. 124 Table of Contents 23. FAIR VALUE OF FINANCIAL INSTRUMENTS The following methods and assumptions were used to estimate the fair value disclosure for financial instruments: Cash and cash equivalents — Cash and cash equivalents include cash and due from banks, Federal funds sold and interest-bearing balances in banks and are valued at their carrying amounts because of the short-term nature of these instruments. Time deposits in banks — Interest bearing time deposits in banks are valued based on quoted interest rates for comparable instruments with similar remaining maturities. Investment securities — The fair values of securities AFS are based on quoted market prices, where available. If quoted market prices are not available, fair values are estimated using quoted market prices for similar securities and indications of value provides by brokers. Equity securities — The fair values of equity securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are estimated using quoted market prices for similar securities and indications of value provides by brokers. Investment in FHLB and FRB Stock — The carrying value of the FHLB and FRB stock approximates the fair value because the stock is redeemable at par. Loans held for sale — Since the loans designated by the Company as AFS are typically sold shortly after making the decision to sell them, realized gains and losses are usually recognized within the same period and fluctuations in fair value are thus not relevant for reporting purposes. If the AFS loans stay on our books for an extended period of time, the fair value of those loans is determined using quoted secondary-market prices. Loans —Loans with variable interest rates are valued at the current carrying value, because these loans are regularly adjusted to market rates. The fair values of fixed rate loans with remaining maturities in excess of one year are determined by discounting the estimated future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings for the same remaining maturities. The allowance for credit losses on loans is considered to be a reasonable estimate of the loan discount related to credit risk. Interest receivable and payable — The accrued interest receivable and payable balance approximates its fair value. Deposits — The fair value of noninterest bearing deposits, interest bearing transaction accounts and savings accounts is the amount payable on demand at the reporting date. The fair value of time deposits is estimated by discounting the future cash flows using current rates offered for deposits of similar remaining maturities. Other borrowings — The fair value is estimated by discounting the future cash flows using current rates offered for similar borrowings. The discount rate is equal to the market rate of currently offered similar products. This is an adjustable rate borrowing and adjusts to market on a quarterly basis. Junior Subordinated Deferrable Interest Debentures — The fair value of junior subordinated deferrable interest debentures is determined based on rates and/or discounted cash flow analysis using interest rates offered in inactive markets for instruments of a similar maturity and structure resulting in a Level 3 classification. The debentures are carried at the current carrying value, because the debentures regularly adjust to market rates. Subordinated Debt — The fair value of subordinated debt is determined based on rates and/or discounted cash flow analysis using interest rates offered in inactive markets for instruments of a similar maturity and structure resulting in a Level 2 classification. 125 Table of Contents Undisbursed loan commitments and standby letters of credit — The fair value of the off-balance sheet items is based on discounted cash flows of expected funding. The carrying amounts and fair values of the Company’s financial instruments at the dates indicated are presented below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying ​ Fair ​ Fair value measurements ​ amount value Level 1 Level 2 Level 3 December 31, 2024 ​ ​ ​ ​ ​ Financial assets: ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 364,032 ​ $ 364,032 ​ $ 364,032 ​ $ — ​ $ — Time deposits in banks ​ 249 ​ 249 ​ 249 ​ — ​ — Investment securities AFS ​ 193,328 ​ 193,328 ​ — ​ 193,328 ​ — Equity securities ​ ​ 13,120 ​ ​ 13,120 ​ ​ 13,120 ​ ​ — ​ ​ — Investment in FHLB and FRB Stock ​ 20,958 ​ 20,958 ​ — ​ 20,958 ​ — Loans held for sale ​ 2,216 ​ 2,216 ​ — ​ 2,216 ​ — Loans, net ​ 1,934,996 ​ 1,884,134 ​ — ​ — ​ 1,884,134 Accrued interest receivable ​ 8,507 ​ 8,507 ​ — ​ 8,507 ​ — Financial liabilities: ​ ​ ​ ​ ​ Deposits ​ 2,234,009 ​ 2,236,256 ​ — ​ 2,236,256 ​ — Junior subordinated deferrable interest debentures, net ​ ​ 8,645 ​ ​ 8,527 ​ ​ — ​ ​ — ​ ​ 8,527 Subordinated debt, net ​ ​ 63,736 ​ 63,736 ​ — ​ ​ 63,736 ​ ​ — Accrued interest payable ​ 3,118 ​ 3,118 ​ — ​ 3,118 ​ — Off-balance sheet liabilities: ​ ​ ​ ​ ​ ​ Undisbursed loan commitments, lines of credit, standby letters of credit ​ 73,414 ​ 72,814 ​ — ​ — ​ 72,814 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying ​ Fair ​ Fair value measurements ​ amount value Level 1 Level 2 Level 3 December 31, 2023 ​ ​ ​ ​ ​ Financial assets: ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 307,539 ​ $ 307,539 ​ $ 307,539 ​ $ — ​ $ — Time deposits in banks ​ 1,245 ​ 1,245 ​ 1,245 ​ — ​ — Investment securities AFS ​ 163,152 ​ 163,152 ​ — ​ 163,152 ​ — Equity securities ​ ​ 12,585 ​ ​ 12,585 ​ ​ 12,585 ​ ​ — ​ ​ — Investment in FHLB and FRB Stock ​ 20,939 ​ 20,939 ​ — ​ 20,939 ​ — Loans held for sale ​ — ​ — ​ — ​ — ​ — Loans, net ​ 1,905,829 ​ 1,810,426 ​ — ​ — ​ 1,810,426 Accrued interest receivable ​ 8,423 ​ 8,423 ​ — ​ 8,423 ​ — Financial liabilities: ​ ​ ​ ​ ​ Deposits ​ 2,132,750 ​ 2,135,923 ​ — ​ 2,135,923 ​ — Junior subordinated deferrable interest debentures, net ​ 8,565 ​ 8,631 ​ — ​ — ​ 8,631 Subordinated debt, net ​ 63,881 ​ 63,881 ​ — ​ 63,881 ​ — Accrued interest payable ​ 3,054 ​ 3,054 ​ — ​ 3,054 ​ — Off-balance sheet liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Undisbursed loan commitments, lines of credit, standby letters of credit ​ 77,377 ​ 77,152 ​ — ​ — ​ 77,152 ​ ​ ​ 126 Table of Contents 24. SEGMENT INFORMATION The Company operates as one reportable segment: banking operations. The Company’s banking operations generate revenue primarily from loans and securities, deposits, and non-interest income. Loan products generate a significant portion of interest and fee income, while deposit products provide fee and service charge income. The Company also earns interest income from securities and generates net gains from the sale of loans to third parties. Interest expense, provisions for credit losses, salaries and employee benefits, data processing, and occupancy expense typically represent the significant expenses in banking operations. These expenses align with those reported in the Company’s Consolidated Statements of Income and Cash Flows. Additionally, noncash items such as depreciation and amortization are reflected in the Consolidated Statements of Income and Cash Flows. ​ The Company’s Chief Operating Decision Maker (CODM) is identified as the Chief Executive Officer, who is responsible for assessing the financial performance of the Company and allocating resources accordingly. The CODM is provided with consolidated balance sheets, income statements, and net interest margin analyses in order to evaluate revenue streams, significant expenses, and budget-to-actual results in assessing the Company’s segment and determining the allocation of resources, as well as evaluating return on assets. In addition, the CODM utilizes consolidated net income, return on assets, and net interest margin as benchmarks to compare the Company’s performance against competitors. All operations are domestic and align with a single operating segment. Information reported internally for performance assessment by the CODM is identical to that shown in the Consolidated Statements of Income. ​ The following table presents the Company’s one operating segment for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ (As Restated) Interest and dividend income $ 131,710 ​ $ 126,337 ​ $ 107,065 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ Other revenues ​ ​ 6,377 ​ ​ 6,977 ​ ​ 6,100 Total consolidated revenue ​ ​ 138,087 ​ ​ 133,314 ​ ​ 113,165 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ 40,569 ​ ​ 28,463 ​ ​ 10,351 Segment net interest income and noninterest income ​ ​ 97,518 ​ ​ 104,851 ​ ​ 102,814 Less: ​ ​ ​ ​ ​ ​ ​ ​ ​ Provision for credit losses ​ ​ 1,265 ​ ​ 2,015 ​ ​ 4,441 Salaries and employee benefits ​ ​ 38,906 ​ ​ 41,001 ​ ​ 40,480 Occupancy and equipment ​ ​ 8,675 ​ ​ 8,158 ​ ​ 8,384 Data processing ​ ​ 7,274 ​ ​ 6,622 ​ ​ 6,969 Other segment items ​ ​ 9,278 ​ ​ 8,897 ​ ​ 10,102 Provision for income taxes ​ ​ 8,506 ​ ​ 10,733 ​ ​ 8,708 Segment net income/consolidated net income ​ $ 23,614 ​ $ 27,425 ​ $ 23,730 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets for reportable segment ​ $ 2,664,508 ​ $ 2,551,960 ​ $ 2,513,334 Other assets ​ ​ — ​ ​ — ​ ​ — Total consolidated assets ​ $ 2,664,508 ​ $ 2,551,960 ​ $ 2,513,334 ​ 127 Table of Contents 25. PARENT COMPANY ONLY BAYCOM CORP BALANCE SHEETS December 31, 2024 and 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 ​ ​ ​ ​ ​ ​ ​ ASSETS ​ ​ Cash and due from banks ​ $ 9,701 ​ $ 13,037 Equity securities ​ ​ 13,120 ​ ​ 12,585 Investment in bank subsidiary ​ 372,266 ​ 358,771 Interest receivable and other assets ​ 4,520 ​ 3,420 Total assets ​ $ 399,607 ​ $ 387,813 LIABILITIES AND SHAREHOLDERS' EQUITY ​ ​ Junior subordinated deferrable interest debentures, net ​ $ 8,645 ​ $ 8,565 Subordinated debt, net ​ ​ 63,736 ​ ​ 63,881 Interest payable and other liabilities ​ ​ 2,860 ​ ​ 2,498 Total liabilities ​ 75,241 ​ 74,944 Shareholders' equity ​ ​ Preferred stock, no par value; 10,000,000 shares authorized; no shares issued and outstanding at both December 31, 2024 and 2023 ​ — ​ — Common stock, no par value; 100,000,000 shares authorized; 11,121,475 and 11,551,271 shares issued and outstanding at December 31, 2024 and 2023, respectively ​ 172,254 ​ 180,913 Additional paid in capital ​ 287 ​ 287 Accumulated other comprehensive loss, net of tax ​ ( 13,006 ) ​ ( 14,592 ) Retained earnings ​ 164,831 ​ 146,261 Total shareholders' equity ​ 324,366 ​ 312,869 Total liabilities and shareholders' equity ​ $ 399,607 ​ $ 387,813 ​ ​ 128 Table of Contents BAYCOM CORP STATEMENTS OF INCOME For the years ended December 31, 2024, 2023 and 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ (As Restated) Income: ​ ​ ​ ​ Interest income ​ $ 986 ​ $ 1,019 ​ $ 813 Gain (loss) on equity securities ​ ​ 463 ​ ​ ( 1,141 ) ​ ​ ( 4,573 ) Earnings from bank subsidiary ​ 11,317 ​ ( 8,811 ) ​ 19,683 Dividends from bank subsidiary ​ ​ 15,000 ​ ​ 40,000 ​ ​ 10,000 Dividends from statutory trusts ​ 21 ​ ​ 19 ​ 8 Total income ​ 27,787 ​ 31,086 ​ 25,931 Expense: ​ ​ ​ Subordinated debt ​ 3,567 ​ 3,582 ​ 3,582 Junior subordinated deferrable interest debentures, net ​ 863 ​ 830 ​ 496 Total Interest expense ​ 4,429 ​ 4,412 ​ 4,078 Noninterest expense ​ 544 ​ 714 ​ 489 Total expense ​ 4,973 ​ 5,126 ​ 4,567 Income before provision for income taxes ​ 22,814 ​ 25,960 ​ 21,364 Income tax benefit ​ ( 800 ) ​ ( 1,465 ) ​ ( 2,366 ) Net income ​ $ 23,614 ​ $ 27,425 ​ $ 23,730 ​ 129 Table of Contents BAYCOM CORP STATEMENTS OF CASH FLOWS For the years ended December 31, 2024, 2023 and 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ (As Restated) Cash flows from operating activities: ​ ​ ​ ​ Net income ​ $ 23,614 ​ $ 27,425 ​ $ 23,730 Adjustments to reconcile net income to net cash provided by (used in) operating activities: ​ ​ ​ Income from bank subsidiary ​ ( 26,317 ) ​ ( 31,189 ) ​ ( 29,683 ) Dividend from bank subsidiary ​ 15,000 ​ 40,000 ​ 10,000 Income tax benefit ​ ( 800 ) ​ ( 1,465 ) ​ ( 2,366 ) Accretion of premiums/discounts on investment securities ​ ​ ( 72 ) ​ ​ 31 ​ ​ 162 (Gain) loss on equity securities ​ ​ ( 463 ) ​ ​ 1,141 ​ ​ 4,573 Accretion/amortization on junior subordinated debentures ​ 80 ​ 81 ​ 81 Gain on repayment of subordinated debt, net ​ ​ ( 34 ) ​ ​ — ​ ​ — Stock-based compensation expense ​ 588 ​ 726 ​ 1,022 (Decrease) increase in deferred tax asset ​ ​ ( 149 ) ​ ​ 329 ​ ​ ( 189 ) (Decrease) increase in interest receivable and other assets ​ ( 680 ) ​ 1,314 ​ 1,356 (Decrease) increase in interest payable and other liabilities ​ ( 1,103 ) ​ ( 723 ) ​ 193 Net cash provided by operating activities ​ 9,664 ​ 37,670 ​ 8,879 Cash flows from investing activities: ​ ​ ​ Capital contribution to subsidiary ​ ( 63 ) ​ ( 719 ) ​ ( 1,217 ) Net cash received for acquisitions ​ — ​ — ​ 275 Net cash used in investing activities ​ ( 63 ) ​ ( 719 ) ​ ( 942 ) Cash flows from financing activities: ​ ​ ​ Repayment of subordinated debt, net ​ ​ ( 315 ) ​ ​ — ​ ​ — Repurchase of common stock ​ ( 9,247 ) ​ ( 24,114 ) ​ ( 17,959 ) Cash dividends paid on common stock ​ ​ ( 3,375 ) ​ ​ ( 3,637 ) ​ ​ ( 2,020 ) Net cash used in financing activities ​ ( 12,937 ) ​ ( 27,751 ) ​ ( 19,979 ) (Decrease) increase in cash and cash equivalents ​ ( 3,336 ) ​ 9,200 ​ ( 12,042 ) Cash and cash equivalents at beginning of period ​ 13,037 ​ 3,837 ​ 15,879 Cash and cash equivalents at end of period ​ $ 9,701 ​ $ 13,037 ​ $ 3,837 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of cash flow information: ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-cash investing activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in unrealized gain (loss) on securities AFS, net of tax ​ ​ 1,586 ​ ​ ( 3,031 ) ​ ​ — Cash dividends declared on common stock not yet paid ​ ​ ( 1,669 ) ​ ​ ( 1,158 ) ​ ​ ( 644 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisition: ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock issued ​ ​ — ​ ​ — ​ ​ 64,140 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 130 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. ​ Item 9(A). Controls and Procedures. (a) Evaluation of Disclosure Controls and Procedures: An evaluation of the Company’s disclosure controls and procedures, as defined in Rule 13a 15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), was conducted as of December 31, 2024 under the supervision and with the participation of the Company’s Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and several other members of the Company’s senior management. In designing and evaluating the Company’s disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. The Company’s CEO and CFO concluded that based on their evaluation at December 31, 2024, the Company’s disclosure controls and procedures were effective in ensuring that information we are required to disclose in the reports we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure, specified in the SEC’s rules and forms. (b) Management’s Report on Internal Control Over Financial Reporting The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As of December 31, 2024, under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, the Company assessed the effectiveness of its internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control — Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2024. Moss Adams LLP, the independent registered public accounting firm that audited the Company’s Consolidated Financial Statements included in this Annual Report on Form 10-K, has also issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, is included in the “Report of Independent Registered Public Accounting Firm” contained under “Item 8 – Financial Statements and Supplementary Data” of this Form 10-K. 131 Table of Contents (c) Changes in Internal Controls over Financial Reporting There were no changes made to our internal control over financial reporting that occurred during the three months ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ​ Item 9B. Other Information (a) Nothing to report. (b) During the quarter ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Corporation adopted or terminated a “ Rule 10b5-1 trading arrangement” or “ non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not applicable. ​ PART III Item 10. Directors, Executive Officers, and Corporate Governance Directors and Executive Officers Information concerning the Company’s directors and executive officers is incorporated herein by reference from the Proxy Statement, 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 We have adopted a code of business conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, and person performing similar functions, and to all of our other employees and our directors. You may obtain a copy of the code of business conduct and ethics free of charge by writing to the Corporate Secretary of BayCom Corp, 500 Ygnacio Valley Road, Suite 200, Walnut Creek, California, 94596, or by calling 925-476-1800. In addition, the code of business conduct and ethics is available on our website at www.unitedbusinessbank.com under “About Us — Investor Information.” 132 Table of Contents Corporate Governance Nomination Procedures . There have been no material changes to the procedures by which shareholders may recommend nominees to BayCom’s Board of Directors. Audit Committee Matters and Audit Committee Financial Expert . The Board of Directors of BayCom has a standing Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act . The Audit Committee operates under a formal written charter adopted by the Board of Directors. The members of that committee currently consist of Directors Kendall, Chaudhary (Chair), Davis, Laverne and Magid, each of whom was considered independent under Nasdaq listing standards. The Board of Directors has determined that Mr. Chaudhary is an “audit committee financial expert” as defined in applicable SEC rules. All members of the Audit Committee (i) are independent as defined under Rule 4200(a)(15) of the Nasdaq Marketplace Rules; (ii) meet the criteria for independence set forth in SEC Rule 10A-3(b)(1); (iii) have not participated in the preparation of the financial statements of the Company or any of its current subsidiaries at any time during the past three years; and (iv) are able to read and understand fundamental financial statements, including our balance sheet, income statement, and cash flow statement. Additional information concerning the Audit Committee is incorporated herein by reference from the Proxy Statement (except for information contained under the heading "Report of the Audit Committee"), a copy of which will be filed with the SEC not later than 120 days after the close of the fiscal year. Insider Trading Policy. Information concerning the Company’s Insider Trading Policy is incorporated herein by reference from the Proxy Statement, a copy of which will be filed with the SEC not later than 120 days after the close of the fiscal year. ​ Item 11. Executive Compensation Information concerning executive compensation is incorporated herein by reference from the Proxy Statement, a copy of which will be filed with the SEC not later than 120 days after the close of the fiscal year. ​ Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information concerning security ownership of certain beneficial owners and management is incorporated herein by reference from the Proxy Statement, a copy of which will be filed with the SEC not later than 120 days after the close of the fiscal year. The Company is not aware of any arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company. The following table sets forth information as of December 31, 2024 with respect to the Company’s equity compensation plans, all of which were approved by the Company’s shareholders: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of securities ​ ​ Number of securities to ​ Weighted-average ​ remaining available for ​ ​ be issued upon exercise ​ exercise price of ​ future issuance under ​ ​ of outstanding options, ​ outstanding options, ​ equity compensation Plan category warrants, and rights warrants, and rights plans (1) ​ ​ ​ ​ ​ ​ ​ ​ Equity compensation plans approved by security holders ​ — ​ $ — ​ 492,038 Equity compensation plans not approved by security holders ​ — ​ ​ — ​ — Total ​ — ​ $ — ​ 492,038 (1) All of the shares reported are available for future issuance other than upon the exercise of an option, warrant, or right. ​ 133 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence Information concerning certain relationships and related transactions, our independent directors and our audit and nominating committee charters is incorporated herein by reference from the Proxy Statement, a copy of which will be filed with the SEC not later than 120 days after the close of the fiscal year. ​ Item 14. Principal Accountant Fees and Services Information concerning principal accountant fees and services is incorporated herein by reference from the Proxy Statement, a copy of which will be filed with the SEC not later than 120 days after the close of the fiscal year. ​ PART IV Item 15. Exhibits and Financial Statement Schedules (a) The following documents are filed as a part of this Form 10-K: (1) Financial Statements: The Consolidated Financial Statements are included in Part II. “Item. 8 Financial Statements and Supplementary Data”. (2) Financial Statements Schedules: All schedules are omitted because they are not required or applicable, or the required information is shown in the Consolidated Financial Statements or Notes. (3) Exhibits: Included in schedule below. ​ ​ Exhibit Number Description ​ ​ ​ 3.1 ​ Articles of Incorporation of BayCom Corp (1) ​ ​ ​ 3.2 ​ Amended and Restated Bylaws of BayCom Corp (2) ​ ​ ​ 4.1 ​ Form of common stock certificate of BayCom Corp (1) ​ ​ ​ 4.2 ​ Description of BayCom Corp’s Securities (3) ​ ​ ​ 4.3 ​ Indenture, date August 6, 2020, between BayCom Corp and Wilmington Trust, National Association, as Trustee (4) ​ ​ ​ 4.4 ​ First Supplemental Indenture, dated August 6, 2020, between BayCom Corp and Wilmington Trust, National Association, as Trustee (4) ​ ​ ​ 4.5 ​ Form of 5.25% Fixed-to-Floating Rate Subordinated Note due 2030 (included in Exhibit 4.2) (4) ​ ​ ​ 10.1+ ​ Amended and Restated Employment Agreement, dated March 5, 2021, among BayCom Corp, United Business Bank and George Guarini ⁽ ⁵ ⁾ ​ ​ ​ 10.2+ ​ Amendment No. 1 dated January 17, 2024 to the Amended and Restated Employment Agreement, dated March 5, 2021, by among BayCom Corp, United Business Bank and George Guarini (6) ​ ​ ​ 10.3+ ​ Amended and Restated Employment Agreement, dated March 5, 2021, among BayCom Corp, United Business Bank and Janet King ⁽ ⁵ ⁾ ​ ​ ​ 134 Table of Contents 10.4+ ​ Amendment No. 1 dated January 17, 2024 to the Amended and Restated Employment Agreement, dated March 5, 2021, by among BayCom Corp, United Business Bank and Janet King (6) ​ ​ ​ 10.5+ ​ Amended and Restated Employment Agreement, dated March 5, 2021, among BayCom Corp, United Business Bank and Keary Colwell ⁽ ⁵ ⁾ ​ ​ ​ 10.6+ ​ Amendment No. 1 to the Amended and Restated Employment Agreement, dated January 19, 2024, among BayCom Corp, United Business Bank and Keary Colwell (6) ​ ​ ​ 10.7+ ​ Amended and Restated Executive Supplemental Compensation Agreement, dated February 20, 2018, between United Business Bank and George J. Guarini (7) ​ ​ ​ 10.8+ ​ Amended and Restated Executive Supplemental Compensation Agreement, dated February 20, 2018, between United Business Bank and Janet King (1) ​ ​ ​ 10.9+ ​ Amended and Restated Executive Supplemental Compensation Agreement, dated February 20, 2018, between United Business Bank and Keary Colwell. (1) ​ ​ ​ 10.10+ ​ Amended and Restated Joint Beneficiary Agreement between United Business Bank and George Guarini (1) ​ ​ ​ 10.11+ ​ Amendment No. 1 to Amended and Restated Joint Beneficiary Agreement by and between United Business Bank and George J. Guarini, Dated June 20, 2023 ⁽ ⁷ ⁾ ​ ​ ​ 10.12+ ​ BayCom Corp Amended and Restated 2017 Omnibus Equity Incentive Plan (1) ​ ​ ​ 10.13+ ​ Form of Restricted Stock Award Agreement under the BayCom Corp Amended and Restated 2017 Omnibus Equity Incentive Plan (1) ​ ​ ​ 10.14+ ​ Form of Non-Qualified Stock Option Agreement under the BayCom Corp Amended and Restated 2017 Omnibus Equity Incentive Plan (1) ​ ​ ​ 10.15+ ​ Form of Incentive Stock Option Agreement under the BayCom Corp Amended and Restated 2017 Omnibus Equity Incentive Plan (1) ​ ​ ​ 10.16+ ​ Form of Restricted Stock Unit Agreement under the BayCom Corp Amended and Restated 2017 Omnibus Equity Incentive Plan ( 1) ​ ​ ​ 10.17+ ​ Joint Beneficiary Agreement between United Business Bank and Janet King (1) ​ ​ ​ 10.18+ ​ Amendment No. 1 to Joint Beneficiary Agreement by and between United Business Bank and Janet King, dated June 20, 2023 ⁽ ⁷ ⁾ ​ ​ ​ 10.19+ ​ Joint Beneficiary Agreement between United Business Bank and Keary Colwell (1) ​ ​ ​ 10.20+ ​ Amendment No. 1 to Joint Beneficiary Agreement by and between United Business Bank and Keary Colwell, dated June 20, 2023 (7) ​ ​ ​ 10.21+ ​ Joint Beneficiary Agreement between United Business Bank and Mery Therese Curley ⁽ ⁸ ⁾ ​ ​ ​ 10.22+ ​ Summary of Annual Incentive Bonus program (9) ​ ​ ​ 10.23 ​ Form of Change in Control Agreement by and between United Business Bank and each of Harrison Lee, Isabella Mitchell and Mary Therese Curley ​ ​ ​ 135 Table of Contents 14 ​ Code of Business Conduct and Ethics (10) ​ ​ ​ 19 ​ Insider trading policies and procedures ​ ​ ​ 21 ​ Subsidiaries of the Registrant (11) ​ ​ ​ 23.1 ​ Consent of Moss Adams LLP ​ ​ ​ 24 ​ Power of Attorney (set forth on signature page). ​ ​ ​ 31.1 ​ Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ 31.2 ​ Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ 32 ​ Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . ​ ​ ​ 97 ​ Policy relating to Recovery of Erroneously Awarded Compensation (12) ​ ​ ​ 101 ​ The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 formatted in Extensible Business Reporting Language (XBRL): (1) Consolidated Balance Sheets; (2) Consolidated Statements of Income; (3) Consolidated Statements of Comprehensive Income; (4) Consolidated Statements of Changes in Shareholders’ Equity; (5) Consolidated Statements of Cash Flows; and (6) Notes to Consolidated Financial Statements. ​ ​ ​ 104 ​ Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101) ​ +Indicates management contract or compensatory plan or arrangement. (1) Incorporated herein by reference to the Registration Statement on Form S-1 filed on April 11, 2018 (File No. 333-224236). (2) Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on June 17, 2020 (File No. 001-38483). (3) Incorporated herein by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-38433). (4) Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on August 10, 2020 (File No. 001-38483). (5) Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on March 9, 2021 (File No. 001-38483). (6) Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on January 19, 2024 (File No. 001-38483). (7) Incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on June 23, 2023 (File No. 001-38483). (8) 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. 001-38433). 136 Table of Contents (9) 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. 001-38433). (10) 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. (11) Incorporated herein by reference to Exhibit 21 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-38433). ​ (12) Incorporated herein by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-38483). ​ ​ Item 16. Form 10-K Summary None. ​ 137 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ BAYCOM CORP Date: March 14, 2025 ​ By: /s/ George J. Guarini ​ ​ ​ George J. Guarini ​ ​ ​ President and Chief Executive Officer ​ KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of George J. Guarini and Keary L. Colwell his or her true and lawful attorney- in-fact and agent, with full power of substitution and re-substitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any amendment to BayCom Corp’s Annual Report on Form 10-K for the year ended December 31, 2024, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ George J. Guarini Date: March 14, 2025 George J. Guarini, President, Chief Executive Officer and Director ​ ​ (Principal Executive Officer) ​ ​ ​ ​ /s/ Lloyd W. Kendall Date: March 14, 2025 Lloyd W. Kendall, Chairman of the Board and Director ​ ​ ​ ​ /s/ Harpreet S. Chaudhary Date: March 14, 2025 Harpreet S. Chaudhary, Director ​ ​ ​ ​ /s/ Robert G. Laverne Date: March 14, 2025 Robert G. Laverne, MD, Director ​ ​ ​ ​ /s/ Syvia L. Magid Date: March 14, 2025 Syvia L. Magid, Director ​ ​ ​ ​ ​ /s/ Bhupen B. Amin Date: March 14, 2025 Bhupen B. Amin, Director ​ ​ ​ ​ /s/ Dennis Guida Date: March 14, 2025 Dennis Guida, Director ​ ​ ​ ​ ​ /s/ Janet L. King Date: March 14, 2025 Janet L. King, Senior Executive Vice President, Chief Operating Officer and Director ​ ​ ​ ​ /s/ Keary L. Colwell Date: March 14, 2025 Keary L. Colwell, Senior Executive Vice President, Chief Financial ​ ​ Officer, Chief Administrative Officer, Secretary and Director (Principal Financial and Accounting Officer) ​ ​ ​ ​ ​ ​ 138