What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-11 compared with 2025-11-07 · 169 added, 246 removed, 650 unchanged (39% of the section changed)

9 unchanged sentences

(In thousands, except for share data)

September 30,

Cash due from banks

1 unchanged sentence

Cash and cash equivalents

Time deposits in banks

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

Investment securities available-for-sale ("AFS"), at fair value, net of allowance for credit losses of $ 0 at both March 31, 2026 and December 31, 2025

Equity securities, at fair value

2 unchanged sentences

Loans held for sale

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

Loans, net of allowance for credit losses of $ 20,600 at March 31, 2026 and $ 21,210 at December 31, 2025

Premises and equipment, net

15 unchanged sentences

10,000,000 shares authorized;

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

no shares issued and outstanding at both March 31, 2026 and December 31, 2025

Common stock, no par value;

100,000,000 shares authorized;

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

10,909,317 and 10,887,681 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid in capital

8 unchanged sentences

Three months ended

Nine months ended

September 30,

Interest income:

10 unchanged sentences

Net interest income

Provision for credit losses

Net interest income after provision for credit losses

(Reversal of) provision for credit losses

Net interest income after (reversal of) provision for credit losses

Noninterest income:

Gain on sale of loans

Gain on equity securities

Gain (loss) on equity securities

Service charges and other fees

Loan servicing and other loan fees

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

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

Other income and fees

18 unchanged sentences

Three months ended

Nine months ended

September 30,

Other comprehensive income:

Change in unrealized gain on AFS securities

Deferred tax expense

Deferred tax benefit (expense)

Other comprehensive income, net of tax

7 unchanged sentences

Income/(Loss)

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

Stock based compensation

Repurchase of shares

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

Stock based compensation

Repurchase of shares

Balance, September 30, 2024

Comprehensive

Shareholders’

Income/(Loss)

Nine months ended September 30, 2025

Balance, January 1, 2025

Three months ended March 31, 2026

Balance, December 31, 2025

Other comprehensive income, net

Restricted stock granted

Forfeiture of restricted stock granted

Cash dividends of $ 0.30 per share

Stock based compensation

Repurchase of shares

Balance, September 30, 2025

Nine months ended September 30, 2024

Balance, January 1, 2024

Balance, March 31, 2026

Three months ended March 31, 2025

Balance, December 31, 2024

Other comprehensive income, net

Restricted stock granted

Forfeiture of restricted stock granted

Forfeiture of restricted stock grants

Cash dividends of $ 0.15 per share

1 unchanged sentence

Repurchase of shares

Balance, September 30, 2024

Balance, March 31, 2025

See Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(In thousands)

Nine months ended

September 30,

Three months ended

Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Provision for credit losses

(Reversal of) provision for credit losses

Deferred tax expense

Amortization (accretion) on acquired loans

(Accretion) amortization on acquired loans

Gain on sale of loans

1 unchanged sentence

Loans originated for sale

Accretion on junior subordinated debentures

Gain on repayment of subordinated debt, net

Amortization on junior subordinated debentures

Increase in cash surrender value of life insurance policies

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

Gain on equity securities

(Gain) loss on equity securities

Depreciation and amortization

1 unchanged sentence

Stock based compensation expense

Decrease in deferred loan origination fees, net

Increase (decrease) in deferred loan origination fees, net

Net change in interest receivable and other assets

Increase in salary continuation plan, net

Increase (decrease) in salary continuation plan, net

Net change in interest payable and other liabilities

4 unchanged sentences

Proceeds from maturities, repayments and calls of investment securities AFS

Purchase of FHLB stock

Purchase of FRB stock

Proceeds from sale of loans

Proceeds from sale of loans held for investment

Purchase of loans

(Increase) decrease in loans, net

Decrease (increase) in loans, net

Purchase of equipment and leasehold improvements, net

Net cash used in investing activities

Net cash provided by (used in) investing activities

BAYCOM CORP AND SUBSIDIARY

1 unchanged sentence

(In thousands)

Nine months ended

September 30,

Three months ended

Cash flows from financing activities:

Decrease in noninterest and interest bearing deposits in banks, net

Increase in time deposits, net

Repayment of subordinated debt, net

Increase (decrease) in noninterest and interest bearing deposits in banks, net

Increase (decrease) in time deposits, net

Repayment of junior subordinated debentures

Repurchase of common stock

Dividends paid on common stock

Net cash used in financing activities

Decrease in cash and cash equivalents

Net cash provided by (used in) financing activities

Increase (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 September 30, 2025, with 16 locations in California, one in Nevada, one in Washington, five in New Mexico and 11 in Colorado.

In its 22 years of operation, the Bank has grown to 34 full-service banking branches at March 31, 2026, 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.

2 unchanged sentences

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 amounts are above $1.0 million, they are rounded one decimal point, and if they are above $1.0 billion, they are rounded two decimal points.

If the amounts are above $1.0 million, they are rounded to one decimal point, and if they are above $1.0 billion, they are rounded to two decimal points.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes normally included in annual financial statements prepared in conformity with accounting principles generally accepted in the United States of America.

4 unchanged sentences

NOTE 2 - ACCOUNTING GUIDANCE NOT YET EFFECTIVE AND ADOPTED ACCOUNTING GUIDANCE

Accounting Guidance Recently Adopted

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., starting with the Company’s 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.

The disclosure requirements of this update did not have a material effect on the Company’s consolidated financial statements.

See Note 18—Segment Information.

Recent Accounting Guidance Not Yet Effective

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.

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.

5 unchanged sentences

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.

Purchased Loans – Financial Instruments Credit losses (Topic 326) – In November 2025, the FASB issued ASU 2025-08 to improve the accounting for certain acquired loans, specifically purchased seasoned loans (“PSLs”).

The amendments expand the application of the gross-up approach to qualifying purchased loans acquired without significant credit deterioration.

Under the amendments, an allowance for credit losses is recorded at acquisition with a corresponding adjustment to the loan’s amortized cost basis, eliminating the recognition of a Day 1 credit loss expense for such loans.

The amendments are effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual periods, with early adoption permitted.

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

Interim Reporting (Topic 270) – In December 2025, the FASB issued ASU 2025-11 to clarify interim disclosure requirements by providing a comprehensive list of disclosures that are required in interim reporting periods.

The amendments also introduce a disclosure principle requiring entities to disclose events and changes that occur after the end of most recent annual reporting period that have a material impact on the entity.

The amended guidance is effective for the Company on January 1, 2028, with early adoption permitted.

The amendments may be applied on either a prospective or retrospective basis.

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

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:

September 30, 2025

Government Agencies

March 31, 2026

Municipal securities

2 unchanged sentences

SBA securities

ABS securities

Corporate bonds

December 31, 2025

Government Agencies

Municipal securities

2 unchanged sentences

SBA securities

ABS securities

Corporate bonds

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.

No allowances for credit losses have been recognized on investment debt securities AFS in an unrealized loss position at both March 31, 2026 and December 31, 2025.

Amortized cost and fair values exclude accrued interest receivable of $ 1.3 million at both March 31, 2026 and December 31, 2025, which is included in interest receivable and other assets in the condensed consolidated balance sheets.

During the three months ended March 31, 2026 and the three months ended March 31, 2025, 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.

September 30, 2025

March 31, 2026

December 31, 2025

4 unchanged sentences

Due after ten years

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

At both March 31, 2026 and December 31, 2025, 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

September 30, 2025

Government Agencies

March 31, 2026

Municipal securities

2 unchanged sentences

SBA securities

ABS securities

Corporate bonds

2 unchanged sentences

December 31, 2025

Government Agencies

Municipal securities

2 unchanged sentences

SBA securities

ABS securities

Corporate bonds

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.

At March 31, 2026, the Company held 318 securities AFS, of which 158 were in an unrealized loss position for more than twelve months and 46 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 available-for-sale

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.

Investment debt securities that were in an unrealized loss position as of March 31, 2026 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 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.

As of March 31, 2026, 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, and it is not more likely than not that the Company will be required to sell securities with unrealized losses before recovery of their amortized cost.

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 September 30, 2025.

Equity Securities

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.

The Company recognized a net gain on equity securities of $ 58,000 and a net loss of $ 255,000 for the three months ended March 31, 2026 and 2025, respectively.

Equity securities were $ 12.6 million as of both March 31, 2026 and December 31, 2025.

NOTE 4 – LOANS

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

September 30,

Commercial and industrial

3 unchanged sentences

Allowance for credit losses

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.

Net loans exclude accrued interest receivable of $ 6.4 million and $ 6.6 million at March 31, 2026 and December 31, 2025, 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

September 30, 2025

March 31, 2026

Recorded investment in loans individually evaluated:

9 unchanged sentences

Specific allowance on loans individually evaluated

The recorded investment in individually evaluated loans on nonaccrual were $ 15.1 million and $ 13.4 million at March 31, 2026 and December 31, 2025, respectively.

The Company may modify the contractual terms of a loan to a borrower experiencing financial difficulty as a part of ongoing loss mitigation strategies.

2 unchanged sentences

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

The effect of most modifications made for 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 months ended March 31, 2026 and 2025, 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

September 30, 2025

March 31, 2026

Commercial and industrial

6 unchanged sentences

Commercial real estate

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.

For the three months ended March 31, 2026 and 2025, the Company recorded no charge-offs for modified loans to borrowers experiencing financial difficulty.

At both March 31, 2026 and December 31, 2025, individually evaluated modified loans to borrowers experiencing financial difficulty had no related allowance.

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

30 unchanged sentences

● Necessity to renegotiate payments to a non-standard level to ensure performance;

● The borrower is bankrupt, or for any other reason, future repayment is dependent on court action.

● The borrower is in bankruptcy, 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.

3 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 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.

During the three months ended March 31, 2026, and the year ended December 31, 2025, $ 37,000 and no ne, 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

September 30, 2025

March 31, 2026

Commercial and industrial:

48 unchanged sentences

and still accruing

September 30, 2025

March 31, 2026

Commercial and industrial

7 unchanged sentences

Commercial real estate

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.

Nonaccrual loans totaled $ 16.7 million and $ 13.4 million at March 31, 2026 and December 31, 2025, respectively.

Nonaccrual loans guaranteed by a government agency, which reduces the Company’s credit exposure, were $ 932,000 at March 31, 2026 compared to $ 1.7 million at December 31, 2025.

At March 31, 2026, nonaccrual loans included $ 7.1 million of loans 30-89 days past due and $ 6.3 million of loans less than 30 days past due.

At December 31, 2025, nonaccrual loans included $ 562,000 of loans 30-89 days past due and $ 9.4 million of loans less than 30 days past due.

The increase from the prior quarter-end was primarily due to one $ 4.9 million commercial real estate loan being placed on nonaccrual during the current quarter, partially offset by payoffs of five nonaccrual loans totaling $ 1.6 million.

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

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.

At March 31, 2026, the $ 7.1 million of nonaccrual loans 30-89 days past due were comprised of four loans and the $ 6.3 million of loans less than 30 days past due were comprised of 15 loans.

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

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.

At March 31, 2026 and December 31, 2025, there were no loans 90 days or more past due and still accruing.

Interest foregone on nonaccrual loans was approximately $ 200,000 for the three months ended March 31, 2026, compared to $ 269,000 for the three months ended March 31, 2025.

Interest income recognized on nonaccrual loans was approximately $ 140,000 for the three months ended March 31, 2026, compared to $ 35,000 for the three months ended March 31, 2025.

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 $ 1.06 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.

The Bank’s 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 $ 1.13 billion and $ 1.10 billion at March 31, 2026 and December 31,

2025, respectively.

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

3 unchanged sentences

unfunded commitments

Three months ended September 30, 2025

Allowance for credit losses

Beginning balance

Provision for (reversal of) credit losses

Ending balance

Nine months ended September 30, 2025

Three months ended March 31, 2026

Allowance for credit losses

Beginning balance

Provision for (reversal of) credit losses

(Reversal of) provision for credit losses

Ending balance

September 30, 2025

March 31, 2026

Allowance for credit losses:

6 unchanged sentences

unfunded commitments

Three months ended September 30, 2024

Three months ended March 31, 2025

Allowance for credit losses

2 unchanged sentences

Ending balance

Nine months ended September 30, 2024

Allowance for loan losses

Beginning balance

Provision for (reversal of) credit losses

Ending balance

September 30, 2024

March 31, 2025

Allowance for credit losses:

4 unchanged sentences

Collectively evaluated

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.

For the three months ended March 31, 2026, the reversal of provision for credit losses and the related decrease in the allowance for credit losses at March 31, 2026, compared to December 31, 2025, was primarily attributable to a decrease in the reserve for pooled loans due to lower loan balances, partially offset by changes in macroeconomic forecasts, including lower forecasted unemployment and an improved national gross domestic product outlook.

In addition, there was an $ 82,000 decrease in the reserve for individually evaluated loans as compared to the prior quarter.

Qualitative risk factor classifications remained unchanged during the quarter.

Net charge-offs were $ 15,000 for the first quarter of 2026, compared to $ 102,000 for the same period in 2025.

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.

September 30, 2025

Commercial and industrial

Construction and land

March 31, 2026

Commercial real estate

December 31, 2025

Commercial and industrial

Construction and land

Commercial real estate

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

As of September 30, 2025

As of March 31, 2026

As of December 31, 2025

8 unchanged sentences

Commercial and industrial

Construction and land

Commercial real estate

9 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 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.

As of March 31, 2026 and December 31, 2025, the Company had $ 5.8 million and $ 9.3 million, respectively, of loans enrolled in this loan program.

The Company had a loss reserve account of $ 4.8 million and $ 4.9 million as of March 31, 2026 and December 31, 2025, 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.

2 unchanged sentences

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 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.

When the loss reserve account balance exceeds the total associated loan balance, the excess is to be remitted to CalCAP.

The Company originated loans under this program of $ 295,000 and $ 3.4 million during the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, the Company had $ 15.5 million of loans enrolled in this program and a loss reserve account of $ 4.8 million.

As of December 31, 2025, the Company had $ 19.0 million of loans enrolled in this program and a loss reserve account of $ 4.9 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 $ 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.

Depreciation and amortization included in occupancy and equipment expense totaled $ 486,000 and $ 470,000 for the three months ended March 31, 2026, and 2025, respectively.

NOTE 7 – LEASES

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

The Company leased 19 branches under noncancelable operating leases as of March 31, 2026.

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 September 30, 2025, the undiscounted lease payments for the next five years and thereafter:

The below maturity schedule presents, as of March 31, 2026, the undiscounted lease payments for the next five years and thereafter:

For remainder of 2026

2 unchanged sentences

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

September 30, 2025

March 31, 2026

December 31, 2025

3 unchanged sentences

Three 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:

Nine months Ended

September 30, 2025

Three months Ended

March 31, 2026

December 31, 2025

4 unchanged sentences

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

Nine months Ended

September 30, 2025

Three months ended

March 31, 2026

December 31, 2025

2 unchanged sentences

Balance at end of period

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

Estimated annual amortization expense at March 31, 2026 was as follows:

For remainder of 2026

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.

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.

Time deposits included no brokered deposits as of March 31, 2026, and December 31, 2025.

At March 31, 2026, uninsured deposits totaled $ 1.0 billion, or 46.3 % of total deposits, compared to $ 1.0 billion, or 46.6 % of total deposits at December 31, 2025.

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

1 unchanged sentence

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 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.

At March 31, 2026 and December 31, 2025, the Bank had the ability to borrow up to $ 599.3 million and $ 580.7 million, respectively, from the FHLB of San Francisco.

At both March 31, 2026 and December 31, 2025, the Bank 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 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.

At March 31, 2026 and December 31, 2025, the Bank had the ability to borrow up to $ 43.4 million and $ 49.3 million, respectively, from the FRB of San Francisco.

At both March 31, 2026 and December 31, 2025, the Bank 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 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 .

Cumulative available commitments totaled $ 65.0 million at both March 31, 2026 and December 31, 2025.

There were no amounts outstanding under these facilities at both March 31, 2026 and December 31, 2025.

Junior subordinated deferrable interest debentures – In connection with its previous acquisitions, the Company assumed junior subordinated deferrable interest debentures, totaling $ 5.9 million, net of fair value adjustments, with a weighted average rate of 6.44 % at March 31, 2026, compared to $ 8.7 million, net of fair value adjustments, with a weighted average rate of 6.56 % at December 31, 2025 .

The decrease in amount of debentures reflects the Company’s redemption of one junior subordinated debenture during the first quarter of 2026, which included $ 222,000 of accelerated amortized debt issuance costs.

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 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.

During the third quarter of 2025, the Company redeemed all the outstanding Notes.

At both March 31, 2026 and December 31, 2025, the Company had no outstanding Notes.

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

Nine months ended

September 30,

Professional fees

4 unchanged sentences

Communication and postage

Loan default related expense

Loan default related (recoveries) expense

Director fees and expenses

2 unchanged sentences

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

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.

Advertising expense included in marketing and promotions totaled $ 17,000 and $ 5,000 for the three months ended March 31, 2026 and 2025, respectively.

NOTE 14 – EQUITY INCENTIVE PLANS

11 unchanged sentences

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

As of March 31, 2026, a total of 442,542 shares were available for future issuance under the 2024 Plan.

2017 Omnibus Equity Incentive Plan

10 unchanged sentences

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 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.

As of March 31, 2026, 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:

3 unchanged sentences

Non-vested, at March 31,

Non-Vested, at June 30,

Non-Vested, at September 30,

NOTE 15 – FAIR VALUE MEASUREMENT

8 unchanged sentences

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.

The Company uses fair value to measure certain assets and liabilities on a recurring basis, primarily securities AFS.

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.

1 unchanged sentence

In such cases, the lowest level of inputs that is significant to the measurement is used to determine the hierarchy 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 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.

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 the Company’s quarterly valuation process.

There were no transfers between levels during the three months ended March 31, 2026 and 2025.

At both March 31, 2026 and December 31, 2025, 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

September 30, 2025

Government Agencies

March 31, 2026

Municipal securities

2 unchanged sentences

SBA securities

ABS securities

Corporate bonds

3 unchanged sentences

December 31, 2025

Government Agencies

Municipal securities

2 unchanged sentences

SBA securities

ABS securities

Corporate bonds

1 unchanged sentence

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

March 31, 2026

Total Estimated

Fair Value Measurements

September 30, 2025

Individually evaluated loans

Commercial real estate

December 31, 2025

Total Estimated

Fair Value Measurements

December 31, 2024

Individually evaluated loans

Commercial real estate

The Company does not record loans at fair value on a recurring basis.

5 unchanged sentences

When an appraised value is not available or management determines the fair value of the collateral is less than 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 foreclosed assets, or other real estate owned (“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 less than the appraised value or the appraised value contains a significant assumption, and there is no observable market price, the Company records the OREO 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.

1 unchanged sentence

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 September 30, 2025 and December 31, 2024.

NOTE 16 – FAIR VALUE OF FINANCIAL INSTRUMENTS

1 unchanged sentence

Fair value measurements

September 30, 2025

March 31, 2026

Financial assets:

14 unchanged sentences

Cash and cash equivalents

Time deposits in banks

Investment securities AFS

5 unchanged sentences

Junior subordinated deferrable interest debentures, net

Subordinated debt, net

Accrued interest payable

3 unchanged sentences

Lending and Letter of Credit Commitments

We operate in a highly regulated environment.

From time to time, we are a party to various claims and litigation matters incidental to the conduct of our business.

We are not presently party to any legal proceedings where we believe the resolution would have a material adverse effect on our business, financial condition, or results of operations.

Nevertheless, given the nature, scope and complexity of the extensive legal and regulatory landscape applicable to our business (including laws and regulations governing consumer protection, fair lending, fair labor, privacy, information security and anti-money laundering and anti-terrorism laws), we, like all banking organizations, are subject to heightened legal and regulatory compliance and litigation risk.

The Company operates in a highly regulated environment.

From time to time, the Company is a party to various claims and litigation matters incidental to the conduct of its business.

The Company is not presently party to any legal proceedings where it believes the resolution would have a material adverse effect on its business, financial condition, or results of operations.

Nevertheless, given the nature, scope and complexity of the extensive legal and regulatory landscape applicable to the Company’s business (including laws and regulations governing consumer protection, fair lending, fair labor, privacy, information security and anti-money laundering and anti-terrorism laws), the Company, like all banking organizations, is subject to heightened legal and regulatory compliance and litigation risk.

In the normal course of business, the Company enters into various commitments to extend credit which are not reflected in the financial statements.

2 unchanged sentences

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

September 30,

Commitments to extend credit

5 unchanged sentences

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 $ 570,000 at September 30, 2025 and $ 600,000 at December 31, 2024.

The reserve associated with these commitments included in interest payable and other liabilities on the consolidated balance sheets was $ 335,000 at March 31, 2026 and $ 410,000 at December 31, 2025.

Commercial Real Estate Concentrations

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

At March 31, 2026 and December 31, 2025, 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.

1 unchanged sentence

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

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 March 31, 2026, the remaining commitments to the LIHTC partnerships and the SBIC fund were approximately $ 3.5 million and $ 122,000 , respectively.

At December 31, 2025, the remaining commitments to the LIHTC partnerships and the SBIC fund were approximately $ 4.7 million and $ 122,000 , respectively.

Deposit Concentrations

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

At March 31, 2026, approximately $ 298.5 million, or 13.2 %, of the Company's deposits were derived from its top ten depositors.

At December 31, 2025, approximately $ 235.8 million, or 11.7 %, of the Company's deposits were derived from its top ten depositors.

2 unchanged sentences

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

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.

At March 31, 2026 and December 31, 2025, the FHLB had issued letters of credit on behalf of the Company totaling $ 42.1 million and $ 41.6 million, respectively, as collateral for local agency deposits.

NOTE 18 – SEGMENT INFORMATION

6 unchanged sentences

These expenses align with those reported in the Company’s Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Cash Flows.

Noncash items, such as depreciation and amortization, are also reflected in both the Condensed Consolidated Statements of Income and the Condensed Consolidated Statements Cash Flows.

Noncash items, such as depreciation and amortization, are also reflected in both the Condensed Consolidated Statements of Income and the Condensed Consolidated Statements of 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.

4 unchanged sentences

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

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

Interest and dividend income

4 unchanged sentences

Segment net interest income and noninterest income

Provision for credit losses

(Reversal of) provision for credit losses

Salaries and employee benefits

4 unchanged sentences

Segment net income/consolidated net income

September 30,

Reconciliation of assets:

2 unchanged sentences

NOTE 19 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that no events have occurred that would require adjustments to our disclosures in the condensed consolidated financial statements.

Subsequent to quarter-end, the Company announced an executive leadership transition to support the Company’s next phase of growth, including the appointment of William J.

as Executive Vice Chair, Christopher F.

Baron as President and Chief Executive Officer, and Kevin L.

Thompson as EVP, Chief Financial Officer and Corporate Secretary.

On April 7, 2026, the Board of Directors approved the involuntary termination without cause of three senior executive officers:

Guarini (President and Chief Executive Officer), Janet L.

EVP and Chief Operating Officer), and Keary L.

EVP, Chief Financial Officer, Chief Administrative Officer and Corporate Secretary).

Each departing executive’s change in role was effective April 10, 2026, with a separation date of July 6, 2026, during which time they will continue as non-executive employees providing transition assistance.

Estimated cash severance payments total approximately $ 9.2 million, or approximately $ 8.4 million net of taxes, and will be paid over periods ranging from 12 to 24 months .

In addition, a total of 47,205 shares of restricted stock will vest in connection with the separations, and each departing executive will receive continued health insurance benefits for periods ranging from 12 to 24 months .

The Company expects to recognize these costs beginning in the second quarter of 2026, with certain amounts recognized over the applicable service and payment periods.

As these actions were approved and initiated subsequent to March 31, 2026, no amounts related to these charges have been reflected in the Company’s results of operations for the quarter ended March 31, 2026.

Additional information regarding these matters was previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 9, 2026.

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that except for the matter discussed above, no other events have occurred that would require adjustments to its disclosures in the condensed consolidated financial statements.

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