California BanCorp (BCAL) director Richard Martin steps down from board

Rhea-AI Filing Summary

California BanCorp reported that Richard Martin resigned from its Board of Directors and from the board of its wholly owned banking subsidiary, California Bank of Commerce, N.A., effective August 20, 2025. The company stated that his decision to resign was not due to any disagreement regarding its operations, policies, or practices. Following his resignation, the size of the Board of Directors was reduced from twelve to eleven members, reflecting the vacancy rather than filling the seat immediately.

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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): August 20, 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 Number)

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 August 20, 2025, Richard Martin resigned from the Board of Directors of California BanCorp (the “Company”) and its wholly-owned subsidiary, California Bank of Commerce, N.A. The decision of Mr. Martin to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Effective upon Mr. Martin’s resignation as a director, the size of the Company’s Board of Directors was reduced from twelve to eleven.

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: August 22, 2025	By:	/s/ Steven E. Shelton
		Steven E. Shelton
		Chief Executive Officer

FAQ

Why did Richard Martin resign from California BanCorp (BCAL)'s board?

Richard Martin resigned from the Board of Directors of California BanCorp and its subsidiary California Bank of Commerce, N.A. The company stated that his resignation was not the result of any disagreement with the company on its operations, policies, or practices.

When did Richard Martin's resignation from California BanCorp (BCAL) become effective?

Richard Martin’s resignation from the Board of Directors of California BanCorp and California Bank of Commerce, N.A. became effective on August 20, 2025.

How did Richard Martin's resignation affect the size of California BanCorp (BCAL)'s board?

Effective upon Richard Martin’s resignation, the size of California BanCorp’s Board of Directors was reduced from twelve to eleven members.

Did Richard Martin have any disagreements with California BanCorp (BCAL) related to his resignation?

No. The company reported that Richard Martin’s decision to resign was not due to any disagreement with California BanCorp regarding its operations, policies, or practices.

Which subsidiary board did Richard Martin also leave at California BanCorp (BCAL)?

In addition to leaving the parent company’s board, Richard Martin resigned from the board of California Bank of Commerce, N.A., the wholly owned subsidiary of California BanCorp.

Who signed the report related to the board change at California BanCorp (BCAL)?

The report was signed on behalf of California BanCorp by Steven E. Shelton, the company’s Chief Executive Officer.