25 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) during the three months ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Other Information
−Removed: 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.
−Removed: 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.
+Added: During the three months ended December 31, 2024, no officer or director of the Company adopted or terminated any contract, instruction, or written plan for the purchase or sale of securities of the Company’s common stock that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement as defined in 17 CFR § 229.408(c).
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
25 unchanged sentences
3.2 Bylaws of PCB Bancorp
+Added: 8-K 001-38621 3.1 May 23, 2024
3.3 Certificate of Determination for Senior Non-Cumulative Perpetual Preferred Stock, Series C
28 unchanged sentences
8-K 001-38621 10.1 May 24, 2022
+Added: ECIP Securities Purchase Option Agreement between PCB Bancorp and the U.S.
+Added: Department of the Treasury dated January 16, 2025 *
+Added: I nsider Trading Policy *
21.1 Subsidiaries of the Registrant
7 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
−Removed: P CB Bancorp Compensation Clawback Policy dated March 11, 202 4 *
+Added: PCB Bancorp Compensation Clawback Policy dated March 11, 2024
+Added: 10-K 001-38621 97 March 12, 2024
101.INS XBRL Instance Document*
26 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.