California BanCorp (NASDAQ: BCAL) CEO transition to David Rainer

Rhea-AI Filing Summary

California BanCorp reported that Steven E. Shelton retired as Chief Executive Officer and director of both the company and its bank subsidiary effective December 31, 2025, noting that his decision was not due to any disagreement over operations, policies, or practices. Under a Transition and Separation Agreement, he will serve as a strategic transition partner from January 1, 2026 through December 31, 2026 with a base salary of $16,666.66 per month, and will receive a $996,400 lump-sum separation payment on the bank’s first regular payroll date on or after July 1, 2026, along with COBRA severance benefits, potential 2025 discretionary bonus, accelerated vesting of stock awards granted before July 31, 2024, and full vesting plus additional benefits under his SERP.

The company also announced that David I. Rainer, previously Chairman of the Board and Executive Chairman, became Chief Executive Officer of California BanCorp and California Bank of Commerce, N.A. effective January 1, 2026. His compensation remains as previously described in the company’s 2025 proxy statement. The company states there are no special arrangements or family relationships related to his selection and no disclosed related-party transactions involving him. A press release about the leadership changes is included as an exhibit.

Insights

Bank corporate governance analyst

Planned CEO retirement with structured transition and internal successor.

California BanCorp discloses a leadership transition where long-time leader Steven E. Shelton retires as CEO and director, with the company explicitly stating his decision is not tied to disagreements over operations, policies, or practices. A detailed Transition and Separation Agreement keeps him engaged as a strategic transition partner through December 31, 2026 at $16,666.66 per month, which can help preserve institutional knowledge during the handover.

The agreement includes a lump-sum separation payment of $996,400 on or after July 1, 2026, COBRA benefits, potential 2025 discretionary bonus, accelerated vesting of stock awards granted before July 31, 2024, and full vesting plus additional SERP benefits. David I. Rainer, already Board Chair and Executive Chairman, becomes CEO effective January 1, 2026 with unchanged compensation terms, indicating an internal succession rather than an external shake-up. The company also notes there are no special selection arrangements, family relationships, or related-party transactions involving Rainer, which aligns with common governance expectations.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2025

California BanCorp \ CA

CALIFORNIA BANCORP

(Exact name of registrant as specified in its charter)

California		001-41684		84-3288397
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12265 El Camino Real, Suite 210
San Diego, California		92310
(Address of principal executive offices)		(Zip Code)

(844) 265-7622

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		BCAL		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 31, 2025, Steven E. Shelton retired as Chief Executive Officer and as a member of the Board of Directors of California BanCorp (the “Company”) and its wholly-owned bank subsidiary, California Bank of Commerce, N.A. (the “Bank”). His decision to retire is not the result, in whole or in part, of any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.

In connection with Mr. Shelton’s retirement, the Company and the Bank entered into a Transition and Separation Agreement with Mr. Shelton dated December 31, 2025 (the “Transition Agreement”), under which Mr. Shelton will serve as a strategic transition partner from January 1, 2026 to December 31, 2026 in exchange for a base salary of $16,666.66 per month. Mr. Shelton has also agreed to a general release of claims, dated as of December 31, 2025 (the “Release”), which provides for a separation payment of $996,400 paid in a lump sum on the Bank’s first regular payroll date on or following July 1, 2026, COBRA severance benefits, payment of a 2025 discretionary bonus if earned, the acceleration and vesting of all outstanding and unvested stock awards previously granted to Mr. Shelton prior to July 31, 2024, full vesting in Mr. Shelton’s executive supplemental compensation agreement (“SERP”) and provision of certain additional benefits under Mr. Shelton’s SERP as more fully described in the Release.

The foregoing description of the Transition Agreement and Release is not intended to be complete and is qualified in its entirety by reference to the Transition Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and the Release, a copy of which is attached as Exhibit A to the Transition Agreement.

David I. Rainer, the Chairman of the Board and Executive Chairman of the Company and the Bank, was appointed to the additional position of Chief Executive Officer of the Company and the Bank, effective as of January 1, 2026. Identification and business experience information for Mr. Rainer is described in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 8, 2025 (as revised, the “Proxy Statement”), and is incorporated herein by reference. Compensation and benefits for Mr. Rainer did not change for his new role as Chief Executive Officer and is as described in the Proxy Statement, and such description is incorporated herein by reference. A copy of Mr. Rainer’s employment agreement is attached to this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference.

There are no arrangements or understandings between Mr. Rainer and any other persons pursuant to which he was selected as Chief Executive Officer of the Company or the Bank. There are also no family relationships between Mr. Rainer and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

A copy of the press release announcing Mr. Shelton’s retirement and Mr. Rainer’s appointment as the Chief Executive Officer of the Company and the Bank is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Transition and Separation Agreement, dated December 31, 2025, by and among California BanCorp, California Bank of Commerce, N.A., and Steven E. Shelton
10.2		Employment Agreement by and among David I. Rainer, Southern California Bancorp and Bank of Southern California, N.A., dated as of January 30, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K,filed on January 30, 2024)
99.1		Press Release dated January 7, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CALIFORNIA BANCORP
Date: January 7, 2026	By:	/s/ David I. Rainer
		David I. Rainer
		Chief Executive Officer

FAQ

What leadership change did California BanCorp (BCAL) disclose?

California BanCorp reported that Steven E. Shelton retired as Chief Executive Officer and as a member of the Board of Directors of both the company and its bank subsidiary effective December 31, 2025. David I. Rainer, the Chairman of the Board and Executive Chairman, was appointed Chief Executive Officer of the company and the bank effective January 1, 2026.

Did Steven E. Shelton retire from California BanCorp due to any disagreement?

The company states that Mr. Shelton’s decision to retire as Chief Executive Officer and director is not the result, in whole or in part, of any disagreement with California BanCorp on matters related to its operations, policies, or practices.

What are the key terms of Steven E. Shelton’s Transition and Separation Agreement with BCAL?

Under the Transition and Separation Agreement, Mr. Shelton will serve as a strategic transition partner from January 1, 2026 to December 31, 2026 for a base salary of $16,666.66 per month. A separate Release provides for a $996,400 lump-sum separation payment on the bank’s first regular payroll date on or after July 1, 2026, COBRA severance benefits, potential 2025 discretionary bonus, accelerated vesting of stock awards granted before July 31, 2024, and full vesting plus additional SERP benefits.

Did California BanCorp change David I. Rainer’s compensation when he became CEO?

The company reports that compensation and benefits for David I. Rainer did not change when he became Chief Executive Officer. His compensation remains as described in California BanCorp’s definitive proxy statement filed on April 8, 2025, which is incorporated by reference.

Are there any special arrangements or family relationships related to David I. Rainer’s appointment at BCAL?

California BanCorp states there are no arrangements or understandings with any persons pursuant to which Mr. Rainer was selected as Chief Executive Officer. It also notes there are no family relationships between him and any director or executive officer and that he has no direct or indirect material interest in transactions required to be disclosed under Item 404(a) of Regulation S-K.

What exhibits did California BanCorp include related to the CEO transition?

The company included as exhibits the Transition and Separation Agreement with Steven E. Shelton (Exhibit 10.1), Mr. Rainer’s employment agreement (Exhibit 10.2, incorporated by reference), a press release dated January 7, 2026 announcing the leadership changes (Exhibit 99.1), and the cover page interactive data file (Exhibit 104).