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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): February 13, 2026
CALIFORNIA
BANCORP California BanCorp \ CA
(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
February 13, 2026, California BanCorp (the “Company”) and its wholly-owned bank subsidiary, California Bank of Commerce,
N.A. (the “Bank”), entered into an Amended and Restated Employment Agreement with David I. Rainer (the “Employment
Agreement”), effective as of March 1st, 2026 pursuant to which Mr. Rainer will continue to serve as Chairman
of the Board and Chief Executive Officer of the Company and the Bank. The Employment Agreement amends and restates Mr. Rainer’s
employment agreement with the Company and the Bank dated as of January 30, 2024.
The
Employment Agreement provides that Mr. Rainer will serve as Chairman of the Board and Chief Executive Officer of the Company and the
Bank until March 1, 2029. After expiration of this term, Mr. Rainer will continue to serve as a director of the Company and the Bank
for one additional year with a base salary of the greater of $9,166.66 per month or the then current fees for members of the board of
directors of the Company and the Bank. For his service as Chairman of the Board and Chief Executive Officer. Mr. Rainer will receive
a base salary of $62,500 per month, subject to review and adjustment, but not reduction, at the discretion of the Board, and will be
eligible to participate in the Company’s management incentive plan. The Company has agreed to grant Mr. Rainer a restricted share
unit award equivalent to $1,200,000 of the Company’s common stock with a three-year vesting period, with 50% vesting on the second
anniversary of the grant date and 50% vesting on the third anniversary of the grant date. Mr. Rainer will receive an automobile allowance
of $1,500 per month and will be entitled to participate in Company Bank’s general benefit plans.
Mr.
Rainer will be entitled to certain severance benefits in the event of certain terminations of his employment or his resignation for “good
reason” as defined in the Employment Agreement. Generally, if Mr. Rainer is terminated without cause or he resigns for good reason
he will be entitled to 12 months’ then current base salary and health insurance premiums for 12 months for himself and his dependents.
If Mr. Rainer is terminated or resigns for good reason in the context of a change in control transaction, he will be entitled to 36 months’
of his then current base salary, plus three times the average of his aggregate annual bonus for the three prior calendar years, plus
six months’ health insurance premiums for himself and his dependents.
The
foregoing description of the Employment Agreement is not intended to be complete and is qualified in its entirety by reference to the
Employment Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item
9.01 | Financial
Statements and Exhibits. |
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Employment Agreement by and among David I. Rainer, California BanCorp and California Bank of Commerce, N.A., dated as of February 13, 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:
February 18, 2026 |
By: |
/s/
Manisha K. Merchant |
| |
|
Manisha
K. Merchant |
| |
|
Executive
Vice President, Chief Legal Officer and Corporate Secretary |
