22 unchanged sentences
Based on this assessment, management determined that, as of December 31, 2023, the Company maintained effective internal control over financial reporting.
−Removed: Attestation Report of the Company's Independent Registered Public Accounting Firm
−Removed: As an Emerging Growth Company and Smaller Reporting Company, the Company is not required to provide an attestation report on its internal control over financial reporting by its independent registered public accounting firm.
+Added: Crowe LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements included in this Annual Report on Form 10-K, issued an audit report on effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.
+Added: The audit report is presented in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
−Removed: There has been no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during its fourth fiscal quarter of 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: As of January 1, 2023, the Company adopted the CECL model under ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326).” The Company made changes to the loan loss reserve policies, processes and controls and incorporated new policies, process and controls over the estimation of ACL as a result.
+Added: New controls were established over the review of PD and LGD model to calculate cash flows, economic forecasting projections and historical loss rate model provided by an independent third party.
+Added: There has been no other changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Other Information
+Added: On March 11, 2024, the Company’s Board of Directors amended and restated the Company’s bylaws (1) to make a technical correction to the provision fixing the range of authorized directors, which is no less than five nor more than nine, with the exact number of directors within such range to be fixed by resolution of the Board or shareholders and (2) to eliminate a provision enabling holders of its formerly outstanding Fixed Rate Cumulative Perpetual Preferred Stock, Series A and Fixed Rate Cumulative Perpetual Preferred Stock, Series B to elect up to two representatives as directors of the Company.
+Added: A copy of the Company’s bylaws as so amended and restated is filed as Exhibit 3.2 to this Annual Report on Form 10-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
3 unchanged sentences
The Code of Ethics and Business Conduct applies to all of the Company’s directors, officers and employees.
−Removed: The full text of the Code is available on the Company’s website at www.mypcbbank.com, by clicking “About,” then “Investor Relations,” then “Corporate Governance” and then “Governance Documents.”
+Added: The full text of the Code is available on the Company’s website at www.mypcbbank.com, by clicking “About Us,” then “Investor Relations,” then “Corporate Governance” and then “Governance Documents.”
During the year ended December 31, 2023, there were no changes in the procedures by which security holders may recommend nominees to the Company’s board of directors.
19 unchanged sentences
3.2 Bylaws of PCB Bancorp *
−Removed: 8-K 001-38621 3.2 July 2, 2019
3.3 Certificate of Determination for Senior Non-Cumulative Perpetual Preferred Stock, Series C
12 unchanged sentences
10-K 001-38621 10.1B March 4, 2022
+Added: 2023 Equity Based Compensation Plan
+Added: June 23, 2023
+Added: Form of Stock Option Award Agreement under 2023 Equity Based Compensation Plan
+Added: July 27, 2023
+Added: Form of Restricted Stock Award Agreement under 2023 Equity Based Compensation Plan
+Added: 8-K 001-38621 10.2
+Added: July 27, 2023
2013 Equity Based Compensation Plan, as amended
4 unchanged sentences
S-1 333-226208 10.4 July 17, 2018
−Removed: 10.5 2003 Pacific City Bank Stock Option Plan, as amended
−Removed: S-1 333-226208 10.5 July 17, 2018
−Removed: 10.6 Form of Stock Option Award Agreement under the 2003 Pacific City Bank Stock Option Plan
−Removed: S-1 333-226208 10.6 July 17, 2018
Letter Agreement, dated May 24, 2022, between PCB Bancorp and the U.S.
2 unchanged sentences
21.1 Subsidiaries of the Registrant
+Added: 21.1 March 9, 2023
23.1 Consent of Crowe LLP *
5 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
+Added: P CB Bancorp Compensation Clawback Policy dated March 11, 202 4 *
101.INS XBRL Instance Document*
22 unchanged sentences
/s/ Janice Chung Director March 12, 2024
−Removed: /s/ Sarah Jun Director March 9, 2023
/s/ Hong Kyun “Daniel” Park Director March 12, 2024
2 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.