What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-07 compared with 2025-08-11 · 172 added, 134 removed, 724 unchanged (30% of the section changed)

9 unchanged sentences

(In thousands, except for share data)

September 30,

Cash due from banks

2 unchanged sentences

Time deposits in banks

Investment securities available-for-sale ("AFS"), at fair value, net of allowance for credit losses of $ 0 at both June 30, 2025 and December 31, 2024

Investment securities available-for-sale ("AFS"), at fair value, net of allowance for credit losses of $ 0 at both September 30, 2025 and December 31, 2024

Equity securities, at fair value

2 unchanged sentences

Loans held for sale

Loans, net of allowance for credit losses of $ 18,700 at June 30, 2025 and $ 17,900 at December 31, 2024

Loans, net of allowance for credit losses of $ 20,800 at September 30, 2025 and $ 17,900 at December 31, 2024

Premises and equipment, net

15 unchanged sentences

10,000,000 shares authorized;

no shares issued and outstanding at both June 30, 2025 and December 31, 2024

no shares issued and outstanding at both September 30, 2025 and December 31, 2024

Common stock, no par value;

100,000,000 shares authorized;

10,941,232 and 11,121,475 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

10,916,792 and 11,121,475 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid in capital

8 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

Interest income:

14 unchanged sentences

Gain on sale of loans

Gain (loss) on equity securities

Gain on equity securities

Service charges and other fees

Loan servicing and other loan fees

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

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

Other income and fees

18 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

Other comprehensive income:

10 unchanged sentences

Income/(Loss)

Three months ended June 30, 2025

Balance, April 1, 2025

Three months ended September 30, 2025

Balance, July 1, 2025

Other comprehensive income, net

Restricted stock granted

Forfeiture of restricted stock grants

Cash dividends of $ 0.25 per share

1 unchanged sentence

Repurchase of shares

Balance, June 30, 2025

Three months ended June 30, 2024

Balance, April 1, 2024

Balance, September 30, 2025

Three months ended September 30, 2024

Balance, July 1, 2024

Other comprehensive income, net

Restricted stock granted

Cash dividends of $ 0.10 per share

1 unchanged sentence

Repurchase of shares

Balance, June 30, 2024

Balance, September 30, 2024

Comprehensive

1 unchanged sentence

Income/(Loss)

Six months ended June 30, 2025

Nine months ended September 30, 2025

Balance, January 1, 2025

5 unchanged sentences

Repurchase of shares

Balance, June 30, 2025

Six months ended June 30, 2024

Balance, September 30, 2025

Nine months ended September 30, 2024

Balance, January 1, 2024

Other comprehensive loss, net

Other comprehensive income, net

Restricted stock granted

3 unchanged sentences

Repurchase of shares

Balance, June 30, 2024

Balance, September 30, 2024

See Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(In thousands)

Six months ended

Nine months ended

September 30,

Cash flows from operating activities:

10 unchanged sentences

Amortization/accretion of premiums/discounts on investment securities, net

Loss (gain) on equity securities

Gain on equity securities

Depreciation and amortization

1 unchanged sentence

Stock based compensation expense

(Decrease) increase in deferred loan origination fees, net

Decrease in deferred loan origination fees, net

Net change in interest receivable and other assets

8 unchanged sentences

Purchase of FRB stock

Proceeds from sale of loans

Purchase of loans

1 unchanged sentence

Purchase of equipment and leasehold improvements, net

Net cash (used in) provided by investing activities

Net cash used in investing activities

BAYCOM CORP AND SUBSIDIARY

1 unchanged sentence

(In thousands)

Six months ended

Nine months ended

September 30,

Cash flows from financing activities:

4 unchanged sentences

Dividends paid on common stock

Net cash (used in) provided by financing activities

(Decrease) increase in cash and cash equivalents

Net cash used in financing activities

Decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

13 unchanged sentences

United Business Bank (the “Bank”), the Company’s wholly owned banking subsidiary, is a California state-chartered bank which provides a broad range of financial services primarily to local small and mid-sized businesses, service professionals and individuals.

In its 20 years of operation, the Bank has grown to 34 full-service banking branches at June 30, 2025, with 16 locations in California, one in Nevada, one in Washington, five in New Mexico and 11 in Colorado.

In its 20 years of operation, the Bank has grown to 34 full-service banking branches at September 30, 2025, with 16 locations in California, one in Nevada, one in Washington, five in New Mexico and 11 in Colorado.

The condensed consolidated financial statements include the accounts of the Company and the Bank.

18 unchanged sentences

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 a newly-formed JV 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 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.

1 unchanged sentence

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).

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.

In March 2024, the FASB issued ASU 2024-01 to clarify how entities should determine whether profits interest and similar awards granted in exchanges for services fall within the scope of Topic 718, Compensation – Stock

Compensation, or Topic 710, Compensation – General .

The amendments include illustrative examples to assist entities in evaluating the substance of such awards and determining the appropriate accounting treatment.

The amendments are effective for public business entities for annual periods beginning after December 15, 2024, and interim periods within those annual periods.

For all other entities, the amendments are effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods.

Early adoption is permitted.

The Company is currently evaluating the accounting and disclosure requirements of this update and does not expect the adoption of this standard to have a material effect on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220) – Reporting Comprehensive Income – Expense Disaggregation Disclosures, to address investor requests for more detailed information about certain expense types.

The new standard requires public business entities to disclose disaggregated information about specific natural expense categories underlying relevant expense captions presented on the face of the income statement within continuing operations, such as employee compensation, depreciation, and intangible asset amortization.

The amendments are effective for public business entities for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Entities are required to adopt the amendments prospectively.

In January 2025, the FASB issued ASU 2025-01, Income Statement (Topic 220) – Reporting Comprehensive Income – Expense Disaggregation Disclosures:

Clarifying the Effective Date, to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual periods beginning after December 15, 2027.

The Company is currently evaluating the impact of this update on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05 to simplify the estimation of expected credit losses for current accounts receivable and contract assets arising from revenue transaction within the scope of Topic 606, Revenue from Contracts with Customers.

The amendments introduce a practical expedient that allows entities to assume that conditions existing as of the balance sheet date remain unchanged over the remaining life of the asset, and for entities other than public business entities, permit the use of subsequent cash collections when estimating credit losses.

The amendments are effective for annual reporting periods beginning after December 15, 2025, including interim periods within those annual periods.

Early adoption is permitted.

The amendments should be applied prospectively.

NOTE 3 – INVESTMENT SECURITIES

The amortized cost, gross unrealized gains and losses, and estimated fair values of securities AFS at the dates indicated are summarized as follows:

June 30, 2025

September 30, 2025

Government Agencies

11 unchanged sentences

Corporate bonds

No allowances for credit losses have been recognized on investment debt securities AFS in an unrealized loss position at both June 30, 2025 and December 31, 2024.

Amortized cost and fair values exclude accrued interest receivable of $ 1.3 million at both June 30, 2025 and December 31, 2024, which is included in interest receivable and other assets in the condensed consolidated balance sheets.

During both the three and six months ended June 30, 2025 and 2024, the Company sold no securities AFS.

No allowances for credit losses have been recognized on investment debt securities AFS in an unrealized loss position at both September 30, 2025 and December 31, 2024.

Amortized cost and fair values exclude accrued interest receivable of $ 1.5 million at September 30, 2025 and $ 1.3 million at December 31, 2024, which is included in interest receivable and other assets in the condensed consolidated balance sheets.

During both the three and nine months ended September 30, 2025 and 2024, the Company sold no securities AFS.

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.

June 30, 2025

September 30, 2025

December 31, 2024

4 unchanged sentences

Due after ten years

At both June 30, 2025 and December 31, 2024, there were no securities pledged.

At both September 30, 2025 and December 31, 2024, 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:

1 unchanged sentence

12 months or more

June 30, 2025

September 30, 2025

Government Agencies

13 unchanged sentences

Corporate bonds

At June 30, 2025, the Company held 328 securities AFS, of which 186 were in an unrealized loss position for more than twelve months and 35 were in an unrealized loss position for less than twelve months.

At September 30, 2025, the Company held 337 securities AFS, of which 179 were in an unrealized loss position for more than twelve months and 22 were in an unrealized loss position for less than twelve months.

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.

1 unchanged sentence

Allowance for credit losses on investment debt securities available-for-sale

Investment debt securities that were in an unrealized loss position as of June 30, 2025 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.

Investment debt securities that were in an unrealized loss position as of September 30, 2025 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 June 30, 2025, the Company expects to recover the amortized cost basis of its securities, has no present intent to sell any investment securities with unrealized losses and it is not more likely than not that we will be required to sell securities with unrealized losses before recovery of their amortized cost and the decline in fair value is largely attributed to changes in interest rates and other market conditions.

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 September 30, 2025, the Company expects to recover the amortized cost basis of its securities, the Company has no present intent to sell any investment securities with unrealized losses, it is not more likely than not that we will be required to sell securities with unrealized losses before recovery of their amortized cost and the decline in fair value is 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 are impaired due to reasons of credit quality at June 30, 2025.

Equity Securities

The Company recognized a net gain on equity securities of $ 7,000 and a net loss of $ 248,000 for the three and six months ended June 30, 2025, compared to a net loss of $ 321,000 and a net gain of $ 252,000 for the three and six months ended June 30, 2024, respectively.

Equity securities were $ 12.9 million and $ 13.1 million as of June 30, 2025 and December 31, 2024, respectively.

The Company recognized a net gain on equity securities of $ 771,000 and $ 523,000 for the three and nine months ended September 30, 2025, compared to $ 1.4 million and $ 1.7 million for the three and nine months ended September 30, 2024, respectively.

Equity securities were $ 13.3 million and $ 13.1 million as of September 30, 2025 and December 31, 2024, respectively.

NOTE 4 – LOANS

The Company’s loan portfolio at the dates indicated is summarized below:

September 30,

Commercial and industrial

1 unchanged sentence

Commercial real estate

Deferred loan costs, net

Net deferred loan costs

Allowance for credit losses

Net loans exclude accrued interest receivable of $ 6.4 million and $ 6.7 million at June 30, 2025 and December 31, 2024, respectively, which is included in interest receivable and other assets in the condensed consolidated balance sheets.

Net loans exclude accrued interest receivable of $ 6.5 million and $ 6.7 million at September 30, 2025 and December 31, 2024, respectively, which is included in interest receivable and other assets in the condensed consolidated balance sheets.

The Company’s total individually evaluated loans, including collateral dependent loans, nonaccrual loans, modified loans to borrowers experiencing financial difficulty, and accreting purchase credit deteriorated (“PCD”) loans that have experienced post-acquisition declines in cash flows expected to be collected are summarized as follows:

and industrial

June 30, 2025

September 30, 2025

Recorded investment in loans individually evaluated:

14 unchanged sentences

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 three and six months ended June 30, 2025 and 2024, there were no modifications of loans to borrowers experiencing financial difficulty.

During the three and nine months ended September 30, 2025 and 2024, there were no modifications of loans to borrowers experiencing financial difficulty.

A summary of previously modified loans to borrowers experiencing financial difficulty by type of concession and type of loan, as of the dates indicated, is set forth below:

loans outstanding

June 30, 2025

September 30, 2025

Commercial and industrial

6 unchanged sentences

Commercial real estate

For the three and six months ended June 30, 2025, the Company recorded no charge-offs for modified loans to borrowers experiencing financial difficulty .

During the three and six months ended June 30, 2024, the Company recorded charge-offs of $ 0 and $ 1.3 million, respectively, related to modified loans to borrowers experiencing financial difficulty.

As of June 30, 2025 and December 31, 2024, individually evaluated modified loans to borrowers experiencing financial difficulty had no related allowance and an allowance of $ 24,000 , respectively.

For the three and nine months ended September 30, 2025, the Company recorded no charge-offs for modified loans to borrowers experiencing financial difficulty .

During the three and nine months ended September 30, 2024, the Company recorded no charge-offs and $ 1.3 million of charge-offs related to modified loans to borrowers experiencing financial difficulty, respectively.

As of September 30, 2025 and December 31, 2024, individually evaluated modified loans to borrowers experiencing financial difficulty had no related allowance and an allowance of $ 24,000 , respectively.

At both dates , none of the modified loans to borrowers experiencing financial difficulty were performing in accordance with their modified terms.

36 unchanged sentences

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 six months ended June 30, 2025, and the year ended December 31, 2024, none and $ 867,000 , respectively, of the Company’s revolving loans were converted to term loans.

During the nine months ended September 30, 2025, and the year ended December 31, 2024, none and $ 867,000 , respectively, of the Company’s revolving loans were converted to term loans.

The following tables present the internally assigned risk grade by class of loans at the dates indicated:

1 unchanged sentence

amortized cost

June 30, 2025

September 30, 2025

Commercial and industrial:

48 unchanged sentences

and still accruing

June 30, 2025

September 30, 2025

Commercial and industrial

7 unchanged sentences

Commercial real estate

Nonaccrual loans totaled $ 13.5 million and $ 9.2 million at June 30, 2025 and December 31, 2024, respectively.

Nonaccrual loans guaranteed by a government agency, which reduces the Company’s credit exposure, were $ 610,000 at June 30, 2025 compared to $ 2.0 million at December 31, 2024.

At June 30, 2025, nonaccrual loans included $ 599,000 of loans 30-89 days past due and $ 5.3 million of loans less than 30 days past due.

Nonaccrual loans totaled $ 13.5 million and $ 9.2 million at September 30, 2025 and December 31, 2024, respectively.

Nonaccrual loans guaranteed by a government agency, which reduces the Company’s credit exposure, were $ 946,000 at September 30, 2025 compared to $ 2.0 million at December 31, 2024.

At September 30, 2025, nonaccrual loans included $ 8,000 of loans 30-89 days past due and $ 8.4 million of loans less than 30 days past due.

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.

The increase in nonaccrual loans reflects borrower-specific credit deterioration, primarily within the commercial and industrial and commercial real estate portfolios.

At June 30, 2025, the $ 599,000 of nonaccrual loans 30-89 days past due was comprised of two loans and the $ 5.3 million of loans less than 30 days past due was comprised of 16 loans.

At September 30, 2025, the $ 8,000 nonaccrual loans 30-89 days past due was comprised of two loans and the $ 8.4 million of loans less than 30 days past due was comprised of 18 loans.

All these loans were placed on nonaccrual due to concerns over the financial condition of the borrowers.

At June 30, 2025 and December 31, 2024, there were three loans and one loan 90 days or more past due and still accruing, with a balance of $ 2.9 million and $ 220,000 at those dates, respectively.

Of the $ 2.9 million of loans 90 days or more past due and still accruing at June 30, 2025, $ 2.8 million are fully guaranteed by government agencies.

Interest foregone on nonaccrual loans was approximately $ 370,000 and $ 639,000 for the three and six months ended June 30, 2025, compared to $ 226,000 and $ 709,000 for the three and six months ended June 30, 2024.

Interest income recognized on nonaccrual loans was approximately $ 31,000 and $ 66,000 for the three and six months ended June 30, 2025, compared to $ 79,000 and $ 86,000 for the three and six months ended June 30, 2024, respectively.

At September 30, 2025 and December 31, 2024, there were two loans and one loan 90 days or more past due and still accruing, with balances of $ 395,000 and $ 220,000 at those dates, respectively.

Interest foregone on nonaccrual loans was approximately $ 257,000 and $ 896,000 for the three and nine months ended September 30, 2025, compared to $ 397,000 and $ 1.1 million for the three and nine months ended September 30, 2024.

Interest income recognized on nonaccrual loans was approximately $ 70,000 and $ 136,000 for the three and nine months ended September 30, 2025, compared to $ 7,400 and $ 93,600 for the three and nine months ended September 30, 2024, respectively.

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 $ 1.05 billion and $ 1.04 billion at June 30, 2025 and December 31, 2024, respectively.

At June 30, 2025 and December 31, 2024, $ 73.2 million and $ 76.7 million of loans were pledged to the FRB of San Francisco, respectively.

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 $ 1.06 billion and $ 1.04 billion at September 30, 2025 and December 31, 2024, respectively.

At September 30, 2025 and December 31, 2024, $ 79.7 million and $ 76.7 million of loans were pledged to

the FRB of San Francisco, respectively.

For additional information, see “Note 11 - Borrowings” of the Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

unfunded commitments

Three months ended June 30, 2025

Three months ended September 30, 2025

Allowance for credit losses

Beginning balance

(Reversal of) provision for credit losses

Provision for (reversal of) credit losses

Ending balance

Six months ended June 30, 2025

Nine months ended September 30, 2025

Allowance for credit losses:

Beginning balance

(Reversal of) provision for credit losses

Provision for (reversal of) credit losses

Ending balance

June 30, 2025

September 30, 2025

Allowance for credit losses:

6 unchanged sentences

unfunded commitments

Three months ended June 30, 2024

Three months ended September 30, 2024

Allowance for credit losses

Beginning balance

(Reversal of) provision for credit losses

Provision for (reversal of) credit losses

Ending balance

Six months ended June 30, 2024

Nine months ended September 30, 2024

Allowance for loan losses

2 unchanged sentences

Ending balance

June 30, 2024

September 30, 2024

Allowance for credit losses:

4 unchanged sentences

Collectively evaluated

For the three months ended June 30, 2025, the minimal provision for credit losses was primarily driven by loan growth, with minimal charge-offs during the quarter.

Net charge-offs were $ 13,000 for the second quarter of 2025, compared to $ 76,000 for the same period in 2024.

For the six months ended June 30, 2025, the provision for credit losses and the related change in the allowance for credit losses on loans was mainly driven by loan growth, an increase in the reserve for pooled loans, an increase in the reserve for individually evaluated loans, and the replenishment of the allowance during the period.

The increase in the reserve for pooled loans reflected changes in portfolio mix, including growth in higher-risk loan categories, changes in the risk level of one qualitative factor, as well as updated historical loss rates and modest changes in forecasted economic conditions.

Net charge-offs totaled $ 115,000 for the six months ended June 30, 2025, compared to $ 3.5 million for the six months ended June 30, 2024, of which $ 3.2 million had been specifically reserved for at December 31, 2023.

For the three months ended September 30, 2025, the provision for credit losses primarily reflected an increase in the reserve for pooled loans and the replenishment of the allowance due to charge-offs.

Net charge-offs were $ 833,000 for the third quarter of 2025, compared to $ 1.5 million for the same period in 2024.

For the nine months ended September 30, 2025, the provision for credit losses and the related change in the allowance for credit losses on loans were mainly driven by loan growth, an increase in the reserve for pooled loans, replenishment of the allowance during the period and, to a lesser extent, an increase in specific reserves on individually evaluated loans.

The increase in the allowance for credit losses on pooled loans primarily reflected higher quantitative reserves resulting from the Company’s annual update to its CECL model methodology.

This update incorporated more recent economic data and revised segment-specific peer group comparisons, which together contributed to a higher modeled reserve level.

To a lesser extent, the increase also reflected a higher forecasted national unemployment rate, a weaker outlook for national gross domestic product, loan growth during the quarter, and changes in the risk level of one qualitative factor.

Net charge-offs totaled $ 948,000 for the nine months ended September 30, 2025, compared to $ 5.0 million for the nine months ended September 30, 2024, of which $ 3.2 million had been specifically reserved for at December 31, 2023.

The following table summarizes the amortized cost basis of individually evaluated collateral-dependent loans, including nonaccrual loans, modified loans to borrowers experiencing financial difficulty, and accreting purchase credit deteriorated (“PCD”) loans that have experienced post-acquisition declines in cash flows expected to be collected, by loan and collateral type as of the dates indicated.

June 30, 2025

September 30, 2025

Commercial and industrial

6 unchanged sentences

The following table shows the amortized cost and allowance for credit losses for loans on nonaccrual status as of the dates indicated:

As of June 30, 2025

As of September 30, 2025

As of December 31, 2024

20 unchanged sentences

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 June 30, 2025 and December 31, 2024, the Company had $ 11.7 million and $ 17.7 million, respectively, of loans enrolled in this loan program.

The Company had a loss reserve account of $ 7.4 million and $ 10.4 million as of June 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025 and December 31, 2024, the Company had $ 10.5 million and $ 17.7 million, respectively, of loans enrolled in this loan program.

The Company had a loss reserve account of $ 7.0 million and $ 10.4 million as of September 30, 2025 and December 31, 2024, respectively.

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.

4 unchanged sentences

the total associated loan balance, the excess is to be remitted to CalCAP.

The Company originated loans under this program of $ 5.5 million and $ 8.9 million during the three and six months ended June 30, 2025 and $ 1.1 million and $ 4.5 million during the three and six months ended June 30, 2024, respectively.

As of June 30, 2025, the Company had $ 21.2 million of loans enrolled in this program and a loss reserve account of $ 4.7 million.

The Company originated loans under this program of $ 3.3 million and $ 12.1 million during the three and nine months ended September 30, 2025 and $ 3.9 million and $ 8.4 million during the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025, the Company had $ 21.7 million of loans enrolled in this program and a loss reserve account of $ 4.7 million.

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.

1 unchanged sentence

Premises and equipment consisted of the following at the dates indicated:

September 30,

Premises owned

3 unchanged sentences

Total premises and equipment, net

Depreciation and amortization included in occupancy and equipment expense totaled $ 496,000 and $ 1.0 million for the three and six months ended June 30, 2025 and $ 518,000 and $ 1.0 million for the three and six months ended June 30, 2024, respectively.

Depreciation and amortization included in occupancy and equipment expense totaled $ 493,000 and $ 1.4 million for the three and nine months ended September 30, 2025, and $ 528,000 and $ 1.5 million for the three and nine months ended September 30, 2024, respectively.

NOTE 7 – LEASES

The Company leased 19 branches under noncancelable operating leases as of June 30, 2025.

The Company leased 19 branches under noncancelable operating leases as of September 30, 2025.

These leases expire on various dates through 2030.

3 unchanged sentences

In instances where the implicit rate is not available, which is typically the case, the Company applies its incremental borrowing rate, determined on a collateralized basis and over a term comparable to the lease term, as of the lease commencement date.

The below maturity schedule presents, as of June 30, 2025, the undiscounted lease payments for the next five years and thereafter:

The below maturity schedule presents, as of September 30, 2025, the undiscounted lease payments for the next five years and thereafter:

For remainder of 2025

2 unchanged sentences

The following table presents the weighted average lease term and discount rate at the dates indicated:

June 30, 2025

September 30, 2025

December 31, 2024

3 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

Operating lease cost

10 unchanged sentences

Changes in the Company's goodwill during the periods indicated were as follows:

Six months Ended

June 30, 2025

Nine months Ended

September 30, 2025

December 31, 2024

4 unchanged sentences

Changes in the Company’s core deposit intangible during the periods indicated were as follows:

Six months Ended

June 30, 2025

Nine months Ended

September 30, 2025

December 31, 2024

2 unchanged sentences

Balance at end of period

Estimated annual amortization expense at June 30, 2025 was as follows:

Estimated annual amortization expense at September 30, 2025 was as follows:

For remainder of 2025

1 unchanged sentence

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

September 30,

Tax assets, net

10 unchanged sentences

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

September 30,

Demand deposits (1)

1 unchanged sentence

(1) Noninterest bearing.

Included in time deposits above are no brokered deposits as of June 30, 2025, and $ 35.5 million of brokered deposits as of December 31, 2024.

At June 30, 2025, uninsured deposits totaled $ 1.0 billion, or 47.0 % of total deposits, compared to $ 1.0 billion, or 46.8 % of total deposits at December 31, 2024.

Time deposits included no brokered deposits as of September 30, 2025, and $ 35.5 million of brokered deposits as of December 31, 2024.

At September 30, 2025, uninsured deposits totaled $ 1.1 billion, or 47.2 % of total deposits, compared to $ 1.0 billion, or 46.8 % of total deposits at December 31, 2024.

The uninsured amounts are estimates based on the methodologies and assumptions used for the Bank’s regulatory reporting requirements.

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Other borrowings – The Bank has an approved secured borrowing facility with the Federal Home Loan Bank of San Francisco (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 June 30, 2025 and December 31, 2024, we had the ability to borrow up to $ 581.6 million and $ 540.2 million, respectively, from the FHLB of San Francisco.

At both June 30, 2025 and December 31, 2024, we had no FHLB borrowings outstanding.

At September 30, 2025 and December 31, 2024, we had the ability to borrow up to $ 595.0 million and $ 540.2 million, respectively, from the FHLB of San Francisco.

At both September 30, 2025 and December 31, 2024, we had no FHLB borrowings outstanding.

The Bank has been approved for discount window advances from the FRB of San Francisco secured by certain types of loans.

At June 30, 2025 and December 31, 2024, we had the ability to borrow up to $ 40.3 million and $ 41.9 million, respectively, from the FRB of San Francisco.

At both June 30, 2025 and December 31, 2024, we had no FRB of San Francisco advances outstanding.

At September 30, 2025 and December 31, 2024, we had the ability to borrow up to $ 43.4 million and $ 41.9 million, respectively, from the FRB of San Francisco.

At both September 30, 2025 and December 31, 2024, we had no FRB of San Francisco advances outstanding.

The Bank has Federal Funds lines with four correspondent banks.

Cumulative available commitments totaled $ 65.0 million at both June 30, 2025 and December 31, 2024.

There were no amounts outstanding under these facilities at both June 30, 2025 and December 31, 2024.

Junior subordinated deferrable interest debentures – In connection with its previous acquisitions, the Company assumed junior subordinated deferrable interest debentures, totaling $ 8.7 million, net of fair value adjustments, with a weighted average interest rate of 7.16 % at June 30, 2025, compared to $ 8.6 million, net of fair value adjustments, with a weighted average rate of 7.20 % at December 31, 2024 .

Cumulative available commitments totaled $ 65.0 million at both September 30, 2025 and December 31, 2024.

There were no amounts outstanding under these facilities at both September 30, 2025 and December 31, 2024.

Junior subordinated deferrable interest debentures – In connection with its previous acquisitions, the Company assumed junior subordinated deferrable interest debentures, totaling $ 8.7 million, net of fair value adjustments, with a weighted average interest rate of 7.16 % at September 30, 2025, compared to $ 8.6 million, net of fair value adjustments, with a weighted average rate of 7.20 % at December 31, 2024 .

The junior subordinated deferrable interest debentures mature in 2034, subject to earlier redemption by the Company at its option.

Subordinated debt – On August 10, 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 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 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 earlier 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 June 30, 2025 and December 31, 2024, the Company had outstanding Notes, net of cost to issue, totaling $ 63.8 million and $ 63.7 million, respectively.

The Notes initially bore a fixed interest rate of 5.25 % per year.

Commencing on September 15, 2025, the interest rate on the Notes was to reset quarterly to the three-month Secured Overnight Financing rate plus a spread of 521 basis points ( 5.21 %), payable quarterly in arrears.

Interest on the Notes was 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 or earlier redemption date.

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

During the current quarter, the Company redeemed all the outstanding Notes.

At September 30, 2025, the Company had no outstanding Notes, compared to $ 63.7 million, net of issuance costs, at December 31, 2024.

NOTE 12 – INTEREST PAYABLE AND OTHER LIABILITIES

The Company’s interest payable and other liabilities at the dates indicated consisted of the following:

September 30,

Accrued expenses

6 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

Professional fees

9 unchanged sentences

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

Advertising expense included in marketing and promotions totaled $ 9,000 and $ 14,000 for the three and six months ended June 30, 2025, and $ 17,000 and $ 28,000 for the three and six months ended June 30, 2024, respectively.

Advertising expense included in marketing and promotions totaled $ 12,000 and $ 26,000 for the three and nine months ended September 30, 2025, and $ 10,000 and $ 38,000 for the three and nine months ended September 30, 2024, respectively.

NOTE 14 – EQUITY INCENTIVE PLANS

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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.

Factors generally considered by the Board in awarding equity incentives to employees include the performance of the Company, the employee’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.

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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 to any non-employee director in any one calendar year is 25,000 shares.

As of June 30, 2025, a total of 264,855 shares were available for future issuance under the 2024 Plan.

As of September 30, 2025, a total of 464,178 shares were available for future issuance under the 2024 Plan.

2017 Omnibus Equity Incentive Plan

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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.

Factors considered by the Board in awarding equity incentives to employees include the performance of the Company, the employee’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 one to five years .

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Awards to executive officers typically vest over three - or five-year periods, with initial vesting occurring on the one-year anniversary of the grant date.

As of June 30, 2024, no shares remained available for issuance under the 2017 Plan, as the approval of the 2024 Plan by shareholders terminated the ability to grant further awards under the 2017 Plan.

As of September 30, 2024, no shares remained available for issuance under the 2017 Plan, as the approval of the 2024 Plan by shareholders terminated the ability to grant further awards under the 2017 Plan.

The following table provides the restricted stock grant activity for the periods indicated:

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Non-Vested, at June 30,

Non-Vested, at September 30,

NOTE 15 – FAIR VALUE MEASUREMENT

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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 the three and six months ended June 30, 2025 and 2024.

At both June 30, 2025 and December 31, 2024, there were no liabilities measured at fair value on a recurring or non-recurring basis.

There were no transfers between levels during the three and nine months ended September 30, 2025 and 2024.

At both September 30, 2025 and December 31, 2024, there were no liabilities measured at fair value on a recurring or non-recurring basis.

The following assets were measured at fair value on a recurring basis as of the dates indicated:

1 unchanged sentence

Fair Value Measurements

June 30, 2025

September 30, 2025

Government Agencies

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Fair Value Measurements

June 30, 2025

September 30, 2025

Individually evaluated loans

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Such adjustments and assumptions are typically significant and result in a Level 3 classification of the inputs for determining fair value.

The Company had no OREO at both June 30, 2025 and December 31, 2024.

The Company had no OREO at both September 30, 2025 and December 31, 2024.

NOTE 16 – FAIR VALUE OF FINANCIAL INSTRUMENTS

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Fair value measurements

June 30, 2025

September 30, 2025

Financial assets:

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Junior subordinated deferrable interest debentures, net

Subordinated debt, net

Accrued interest payable

27 unchanged sentences

The following table presents a summary of commitments described above as of the dates indicated:

September 30,

Commitments to extend credit

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

The r eserve associated with these commitments included in interest payable and other liabilities on the consolidated balance sheets was $ 530,000 at June 30, 2025 and $ 600,000 at December 31, 2024.

The r eserve associated with these commitments included in interest payable and other liabilities on the consolidated balance sheets was $ 570,000 at September 30, 2025 and $ 600,000 at December 31, 2024.

Commercial Real Estate Concentrations

At June 30, 2025 and December 31, 2024, in management’s judgment, a concentration of loans existed in commercial real estate related loans.

At September 30, 2025 and December 31, 2024, 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.

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The Company has commitments to fund investments in LIHTC partnerships and an SBIC fund.

At June 30, 2025, the remaining commitments to the LIHTC partnerships and the SBIC fund were approximately $ 4.9 million and $ 122,000 , respectively.

At September 30, 2025, the remaining commitments to the LIHTC partnerships and the SBIC fund were approximately $ 4.8 million and $ 122,000 , respectively.

At December 31, 2024, the remaining commitments to the LIHTC partnerships and the SBIC fund were approximately $ 4.7 million and $ 122,000 , respectively.

Deposit Concentrations

At June 30, 2025, approximately $ 245.2 million, or 11.2 %, of the Company's deposits were derived from its top ten depositors.

At September 30, 2025, approximately $ 234.0 million, or 11.5 %, of the Company's deposits were derived from its top ten depositors.

At December 31, 2024, approximately $ 304.5 million, or 13.6 %, of the Company's deposits were derived from its top ten depositors.

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The Company is required to provide collateral for certain local agency deposits in the states of California, Colorado, New Mexico and Washington.

At both June 30, 2025 and December 31, 2024, the FHLB had issued letters of credit on behalf of the Company totaling $ 41.1 million as collateral for local agency deposits.

At both September 30, 2025 and December 31, 2024, the FHLB had issued letters of credit on behalf of the Company totaling $ 41.1 million as collateral for local agency deposits.

NOTE 18 – SEGMENT INFORMATION

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The following table presents the Company’s one operating segment for the periods indicated:

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Interest and dividend income

11 unchanged sentences

Segment net income/consolidated net income

September 30,

Reconciliation of assets:

4 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements