STOCK TITAN

BayCom Corp (BCML) posts higher Q1 2026 profit and stronger liquidity

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

BayCom Corp reported stronger results for the quarter ended March 31, 2026. Net income rose to $8.2 million from $5.7 million a year earlier, and basic earnings per share increased to $0.75 from $0.51, reflecting improved profitability.

Total assets reached $2.65 billion, with loans of $2.01 billion and deposits of $2.27 billion. Cash and cash equivalents increased to $305.9 million, while the allowance for credit losses on loans was $20.6 million after a $670,000 reversal of provision. Nonaccrual loans increased to $16.7 million, mainly in commercial real estate, and uninsured deposits were about $1.0 billion, or 46.3% of total deposits.

Positive

  • Profitability improved meaningfully: Net income increased to $8.2 million from $5.7 million year over year, and basic EPS rose to $0.75 from $0.51 for the quarter ended March 31, 2026.
  • Credit costs declined: The company recorded a $670,000 reversal of provision for credit losses and only $15,000 of net charge-offs in the first quarter of 2026.
  • Liquidity strengthened without wholesale borrowings: Cash and cash equivalents increased to $305.9 million, and there were no FHLB or FRB advances or federal funds borrowings outstanding at March 31, 2026.

Negative

  • Nonaccrual loans increased: Loans on nonaccrual status grew to $16.7 million at March 31, 2026 from $13.4 million at December 31, 2025, primarily within commercial real estate and commercial and industrial portfolios.
  • Deposit concentration and uninsured exposure: Approximately $298.5 million, or 13.2%, of deposits came from the top ten depositors, and uninsured deposits totaled about $1.0 billion, or 46.3% of total deposits as of March 31, 2026.

Insights

BayCom showed solid profit growth and strong liquidity, though credit metrics bear watching.

BayCom Corp generated net income of $8.18M for the quarter ended March 31, 2026, up from $5.70M a year earlier, with basic EPS rising to $0.75. Net interest income increased to $25.20M, helped by higher loan interest and lower funding costs from redeemed subordinated debt.

Asset quality remains generally manageable, with an allowance for credit losses of $20.60M and net charge-offs of only $15K. However, nonaccrual loans increased to $16.68M, largely in commercial real estate, indicating some borrower-specific stress despite no loans 90 days past due and still accruing.

Liquidity and capital appear comfortable: cash and cash equivalents rose to $305.90M, deposits grew to $2.27B, and the company had no FHLB or FRB borrowings outstanding at quarter-end. About 46.3% of deposits were uninsured as of March 31, 2026, and the top ten depositors represented $298.5M, factors that could influence funding stability in future periods.

Net income $8.18M Three months ended March 31, 2026
Basic EPS $0.75 Three months ended March 31, 2026
Total assets $2.65B As of March 31, 2026
Total loans $2.01B As of March 31, 2026
Total deposits $2.27B As of March 31, 2026
Allowance for credit losses on loans $20.60M As of March 31, 2026
Nonaccrual loans $16.68M As of March 31, 2026
Cash and cash equivalents $305.90M As of March 31, 2026
allowance for credit losses financial
"Allowance for credit losses on loans was $20,600 at March 31, 2026 and $21,210 at December 31, 2025"
Allowance for credit losses is a reserve set aside by a financial institution to cover potential losses from borrowers who may not repay their loans. It acts like a safety net, helping the institution prepare for loans that might turn sour. For investors, it signals how cautious the institution is about the quality of its loans and potential risks to its financial health.
nonaccrual loans financial
"Nonaccrual loans totaled $16.7 million and $13.4 million at March 31, 2026 and December 31, 2025, respectively"
Nonaccrual loans are loans a lender has stopped counting toward interest income because the borrower is overdue or unlikely to pay; the lender only records cash payments received and may set aside extra funds to cover potential losses. For investors, a rising number or amount of nonaccrual loans signals weaker credit quality, lower future interest revenue and larger potential write-downs — similar to pausing expected subscription income when many customers stop paying.
available-for-sale (AFS) securities financial
"Investment securities available-for-sale ("AFS"), at fair value, net of allowance for credit losses"
junior subordinated deferrable interest debentures financial
"the Company assumed junior subordinated deferrable interest debentures, totaling $5.9 million, net of fair value adjustments"
Low Income Housing Tax Credit ("LIHTC") partnerships financial
"Investment in Low Income Housing Tax Credit ("LIHTC") partnerships, net was $4,196 at March 31, 2026"
CalCAP reserve receivable financial
"CalCAP reserve receivable was $1,375 at March 31, 2026 and December 31, 2025"
Net income $8.18M vs $5.70M in Q1 2025
Basic EPS $0.75 vs $0.51 in Q1 2025
Net interest income $25.20M vs $22.88M in Q1 2025
Total noninterest income $1.55M vs $1.44M in Q1 2025
Total noninterest expense $16.51M vs $15.99M in Q1 2025
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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to          

Commission File Number: 001-38483

BAYCOM CORP

(Exact name of registrant as specified in its charter)

California

 

37-1849111

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

500 Ygnacio Valley Road, Suite 200, Walnut Creek, California

 

94596

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code:  (925) 476-1800

None

(Former name, former address and former fiscal year, if changed since last report)

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, no par value per share

BCML

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes    No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

 

 

Non-accelerated filer

Smaller reporting company

 

 

 

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes     No

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

As of May 6, 2026, there were 10,909,317 shares of the registrant’s common stock outstanding.

Table of Contents

BAYCOM CORP

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION

2

ITEM 1. FINANCIAL STATEMENTS

2

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

32

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

53

ITEM 4. CONTROLS AND PROCEDURES

53

PART II — OTHER INFORMATION

54

ITEM 1. LEGAL PROCEEDINGS

54

ITEM 1A. RISK FACTORS

54

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

54

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

54

ITEM 4. MINE SAFETY DISCLOSURES

54

ITEM 5. OTHER INFORMATION

55

ITEM 6. EXHIBITS

55

SIGNATURES

56

In this document, “BayCom” refers to BayCom Corp, the “Bank” refers to United Business Bank, BayCom’s wholly-owned subsidiary, and the “Company,” “we,” “us,” and “our” refer to BayCom and the Bank collectively, unless the context otherwise requires.

1

Table of Contents

BAYCOM CORP

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets (unaudited)

3

 

Condensed Consolidated Statements of Income (unaudited)

4

Condensed Consolidated Statements of Comprehensive Income (unaudited)

5

Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited)

6

Condensed Consolidated Statements of Cash Flows (unaudited)

7

Notes to Condensed Consolidated Financial Statements (unaudited)

9

2

Table of Contents

BAYCOM CORP AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except for share data)

(unaudited)

March 31, 

December 31, 

  ​ ​ ​

2026

  ​ ​ ​

2025

ASSETS

 

  ​

 

  ​

Cash due from banks

$

18,561

$

26,785

Federal funds sold and interest-bearing balances in banks

 

287,343

 

179,729

Cash and cash equivalents

305,904

 

206,514

Investment securities available-for-sale ("AFS"), at fair value, net of allowance for credit losses of $0 at both March 31, 2026 and December 31, 2025

189,432

 

179,708

Equity securities, at fair value

12,613

12,554

Federal Home Loan Bank ("FHLB") stock, at par

11,524

 

11,524

Federal Reserve Bank ("FRB") stock, at par

7,727

 

7,722

Loans held for sale

125

 

1,316

Loans, net of allowance for credit losses of $20,600 at March 31, 2026 and $21,210 at December 31, 2025

1,990,682

 

2,045,126

Premises and equipment, net

13,036

 

13,220

Core deposit intangible, net

1,631

 

1,745

Cash surrender value of bank owned life insurance ("BOLI") policies, net

24,547

 

24,353

Right-of-use assets ("ROU"), net

13,590

12,665

Goodwill

38,838

 

38,838

Interest receivable and other assets

38,887

 

38,392

Total assets

$

2,648,536

$

2,593,677

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

Noninterest and interest bearing deposits

$

2,265,390

$

2,213,640

Junior subordinated deferrable interest debentures, net

 

5,874

 

8,726

Subordinated debt, net

Salary continuation plan

 

5,274

 

5,122

Lease liabilities

 

14,568

 

13,659

Interest payable and other liabilities

 

13,442

 

13,976

Total liabilities

 

2,304,548

 

2,255,123

Commitments and contingencies (Note 17)

 

  ​

 

  ​

Shareholders' equity

 

  ​

 

  ​

Preferred stock, no par value; 10,000,000 shares authorized; no shares issued and outstanding at both March 31, 2026 and December 31, 2025

 

 

Common stock, no par value; 100,000,000 shares authorized; 10,909,317 and 10,887,681 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

 

166,186

 

165,998

Additional paid in capital

 

287

 

287

Accumulated other comprehensive loss, net of tax

 

(6,294)

 

(6,634)

Retained earnings

 

183,809

 

178,903

Total shareholders’ equity

 

343,988

 

338,554

Total liabilities and shareholders’ equity

$

2,648,536

$

2,593,677

See Notes to Condensed Consolidated Financial Statements.

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BAYCOM CORP AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except for share and per share data)

(unaudited)

Three months ended

March 31, 

  ​ ​ ​

2026

  ​ ​ ​

2025

Interest income:

 

  ​

 

  ​

 

Loans, including fees

$

29,578

$

27,149

Investment securities

 

2,132

 

2,454

Fed funds sold and interest-bearing balances in banks

2,136

2,649

FHLB dividends

 

584

 

249

FRB dividends

 

120

 

145

Total interest and dividend income

 

34,550

 

32,646

Interest expense:

 

  ​

 

  ​

Deposits

 

8,964

 

8,683

Subordinated debt

891

Junior subordinated deferrable interest debentures

 

390

 

192

Total interest expense

 

9,354

 

9,766

Net interest income

 

25,196

 

22,880

(Reversal of) provision for credit losses

 

(670)

 

642

Net interest income after (reversal of) provision for credit losses

 

25,866

 

22,238

Noninterest income:

 

  ​

 

  ​

Gain on sale of loans

 

123

 

198

Gain (loss) on equity securities

58

(255)

Service charges and other fees

 

741

 

945

Loan servicing and other loan fees

 

287

 

389

Gain (loss) on investment in Small Business Investment Company (“SBIC”) fund

 

85

 

(109)

Other income and fees

 

251

 

272

Total noninterest income

 

1,545

 

1,440

Noninterest expense:

 

  ​

 

  ​

Salaries and employee benefits

 

10,849

 

9,935

Occupancy and equipment

 

2,127

 

2,136

Data processing

 

2,038

 

1,853

Other expense

 

1,492

 

2,065

Total noninterest expense

 

16,506

 

15,989

Income before provision for income taxes

 

10,905

 

7,689

Provision for income taxes

 

2,725

 

1,987

Net income

$

8,180

$

5,702

Earnings per common share:

 

  ​

 

  ​

Basic earnings per common share

$

0.75

$

0.51

Weighted average common shares outstanding

 

10,909,077

 

11,136,058

Diluted earnings per common share

$

0.75

$

0.51

Weighted average common shares outstanding

 

10,909,077

 

11,136,058

See Notes to Condensed Consolidated Financial Statements.

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BAYCOM CORP AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(unaudited)

Three months ended

March 31, 

  ​ ​ ​

2026

  ​ ​ ​

2025

Net income

$

8,180

$

5,702

Other comprehensive income:

 

  ​

 

  ​

Change in unrealized gain on AFS securities

 

318

 

2,928

Deferred tax benefit (expense)

 

22

 

(833)

Other comprehensive income, net of tax

 

340

 

2,095

Total comprehensive income

$

8,520

$

7,797

See Notes to Condensed Consolidated Financial Statements.

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BAYCOM CORP AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In thousands, except for share and per share data)

(unaudited)

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Accumulated

  ​ ​ ​

  ​ ​ ​

Common

Additional

Other

Total

Number of

Stock

Paid in

Comprehensive

Retained

Shareholders’

Shares

Amount

Capital

Income/(Loss)

Earnings

Equity

Three months ended March 31, 2026

Balance, December 31, 2025

10,887,681

$

165,998

$

287

$

(6,634)

$

178,903

$

338,554

Net income

8,180

8,180

Other comprehensive income, net

340

340

Restricted stock granted

21,636

Cash dividends of $0.30 per share

(3,274)

(3,274)

Stock based compensation

188

188

Balance, March 31, 2026

10,909,317

$

166,186

$

287

$

(6,294)

$

183,809

$

343,988

Three months ended March 31, 2025

Balance, December 31, 2024

11,121,475

$

172,254

$

287

$

(13,006)

$

164,831

$

324,366

Net income

5,702

5,702

Other comprehensive income, net

2,095

2,095

Restricted stock granted

22,221

Forfeiture of restricted stock grants

(3,221)

Cash dividends of $0.15 per share

(1,671)

(1,671)

Stock based compensation

151

151

Repurchase of shares

(50,793)

(1,306)

(1,306)

Balance, March 31, 2025

11,089,682

$

171,099

$

287

$

(10,911)

$

168,862

$

329,337

See Notes to Condensed Consolidated Financial Statements.

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BAYCOM CORP AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

Three months ended

March 31, 

  ​ ​ ​

2026

  ​ ​ ​

2025

 

Cash flows from operating activities:

 

  ​

 

  ​

 

Net income

$

8,180

$

5,702

Adjustments to reconcile net income to net cash provided by operating activities:

 

  ​

 

  ​

(Reversal of) provision for credit losses

 

(670)

 

642

Deferred tax expense

 

3,084

 

801

(Accretion) amortization on acquired loans

 

(562)

 

103

Gain on sale of loans

 

(123)

 

(198)

Proceeds from sale of loans originated for sale

 

1,637

 

3,738

Loans originated for sale

 

(1,502)

 

(2,804)

Amortization on junior subordinated debentures

 

241

 

20

Increase in cash surrender value of life insurance policies

 

(194)

 

(186)

Amortization/accretion of premiums/discounts on investment securities, net

 

18

 

28

(Gain) loss on equity securities

(58)

255

Depreciation and amortization

 

486

 

470

Core deposit intangible amortization

 

114

 

263

Stock based compensation expense

 

188

 

151

Increase (decrease) in deferred loan origination fees, net

 

116

 

(174)

Net change in interest receivable and other assets

 

(2,675)

 

941

Increase (decrease) in salary continuation plan, net

 

152

 

(13)

Net change in interest payable and other liabilities

 

(1,439)

 

(459)

Net cash provided by operating activities

 

6,993

 

9,280

Cash flows from investing activities:

 

  ​

 

  ​

Proceeds from maturities of interest bearing deposits in banks

 

 

249

Purchase of investment securities AFS

 

(19,706)

 

Proceeds from maturities, repayments and calls of investment securities AFS

 

10,282

 

3,828

Purchase of FRB stock

 

(5)

 

(3)

Proceeds from sale of loans held for investment

919

Purchase of loans

(3,169)

(7,550)

Decrease (increase) in loans, net

 

58,989

 

(4,990)

Purchase of equipment and leasehold improvements, net

 

(302)

 

(143)

Net cash provided by (used in) investing activities

 

47,008

 

(8,609)

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BAYCOM CORP AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – (continued)

(In thousands)

(unaudited)

Three months ended

March 31, 

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

Cash flows from financing activities:

 

  ​

 

  ​

 

Increase (decrease) in noninterest and interest bearing deposits in banks, net

 

31,811

 

(74,169)

 

Increase (decrease) in time deposits, net

 

19,939

 

(31,010)

 

Repayment of junior subordinated debentures

(3,093)

Repurchase of common stock

 

 

(1,306)

 

Dividends paid on common stock

(3,267)

(1,669)

Net cash provided by (used in) financing activities

 

45,390

 

(108,154)

 

Increase (decrease) in cash and cash equivalents

 

99,391

 

(107,483)

 

Cash and cash equivalents at beginning of period

 

206,514

 

364,032

 

Cash and cash equivalents at end of period

$

305,905

$

256,549

Supplemental disclosure of cash flow information:

 

  ​

 

  ​

Cash paid during the year for:

 

  ​

 

  ​

Interest expense

$

9,117

$

10,555

Income taxes paid, net

 

Non-cash investing and financing activities:

 

  ​

 

Change in unrealized gain on AFS securities, net of tax

$

340

$

2,095

Transfer of loans to held-for-sale

125

276

Recognition of ROU assets in exchange for lease obligations

1,746

1,469

Cash dividends declared on common stock not yet paid

(3,274)

(1,671)

See Notes to Condensed Consolidated Financial Statements.

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NOTE 1 – BASIS OF PRESENTATION

BayCom Corp (the “Company”) is a bank holding company headquartered in Walnut Creek, California. United Business Bank (the “Bank”), the Company’s wholly owned banking subsidiary, is a California state-chartered bank which provides a broad range of financial services primarily to local small and mid-sized businesses, service professionals and individuals. In its 22 years of operation, the Bank has grown to 34 full-service banking branches at March 31, 2026, with 16 locations in California, one in Nevada, one in Washington, five in New Mexico and 11 in Colorado. The condensed consolidated financial statements include the accounts of the Company and the Bank.

All intercompany transactions and balances have been eliminated in consolidation. The condensed consolidated financial statements include all adjustments of a normal and recurring nature, which are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented. Dollar amounts presented in the consolidated financial statements and footnote tables are rounded and presented to the nearest thousands of dollars except per share amounts. If the amounts are above $1.0 million, they are rounded to one decimal point, and if they are above $1.0 billion, they are rounded to two decimal points.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes normally included in annual financial statements prepared in conformity with accounting principles generally accepted in the United States of America. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Results of operations for interim periods are not necessarily indicative of results for the full year. Certain prior year information has been reclassified to conform to the current year presentation. None of the reclassifications impacted consolidated net income, earnings per share or shareholders’ equity.

NOTE 2 - ACCOUNTING GUIDANCE NOT YET EFFECTIVE AND ADOPTED ACCOUNTING GUIDANCE

Recent Accounting Guidance Not Yet Effective

In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220) – Reporting Comprehensive Income – Expense Disaggregation Disclosures, to address investor requests for more detailed information about certain expense types. The new standard requires public business entities to disclose disaggregated information about specific natural expense categories underlying relevant expense captions presented on the face of the income statement within continuing operations, such as employee compensation, depreciation, and intangible asset amortization. The amendments are effective for public business entities for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Entities are required to adopt the amendments prospectively.

In January 2025, the FASB issued ASU 2025-01, Income Statement (Topic 220) – Reporting Comprehensive Income – Expense Disaggregation Disclosures: Clarifying the Effective Date, to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual periods beginning after December 15, 2027. The Company is currently evaluating the impact of this update on its consolidated financial statements and related disclosures.

Purchased Loans – Financial Instruments Credit losses (Topic 326) – In November 2025, the FASB issued ASU 2025-08 to improve the accounting for certain acquired loans, specifically purchased seasoned loans (“PSLs”). The amendments expand the application of the gross-up approach to qualifying purchased loans acquired without significant credit deterioration. Under the amendments, an allowance for credit losses is recorded at acquisition with a corresponding adjustment to the loan’s amortized cost basis, eliminating the recognition of a Day 1 credit loss expense for such loans. The amendments are effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

Interim Reporting (Topic 270) – In December 2025, the FASB issued ASU 2025-11 to clarify interim disclosure requirements by providing a comprehensive list of disclosures that are required in interim reporting periods.

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The amendments also introduce a disclosure principle requiring entities to disclose events and changes that occur after the end of most recent annual reporting period that have a material impact on the entity. The amended guidance is effective for the Company on January 1, 2028, with early adoption permitted. The amendments may be applied on either a prospective or retrospective basis. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.

NOTE 3 – INVESTMENT SECURITIES

The amortized cost, gross unrealized gains and losses, and estimated fair values of securities AFS at the dates indicated are summarized as follows:

  ​ ​ ​

  ​ ​ ​

Gross

  ​ ​ ​

Gross

Amortized

unrealized

unrealized

Estimated

cost

gains

losses

fair value

March 31, 2026

  ​

 

  ​

 

  ​

  ​

Municipal securities

$

25,991

$

96

$

(1,022)

$

25,065

Mortgage-backed securities

60,957

 

236

 

(2,649)

 

58,544

Collateralized mortgage obligations

 

44,136

 

150

 

(1,383)

 

42,903

SBA securities

 

2,605

 

9

 

(37)

 

2,577

ABS securities

 

1,616

(12)

1,604

Corporate bonds

 

62,853

 

16

 

(4,130)

 

58,739

Total

$

198,158

$

507

$

(9,233)

$

189,432

  ​ ​ ​

  ​ ​ ​

Gross

  ​ ​ ​

Gross

Amortized

unrealized

unrealized

Estimated

cost

gains

losses

fair value

December 31, 2025

  ​

 

  ​

 

  ​

  ​

Municipal securities

$

26,278

$

159

$

(803)

$

25,634

Mortgage-backed securities

47,908

 

366

 

(2,596)

45,678

Collateralized mortgage obligations

 

45,263

 

214

 

(1,333)

 

44,144

SBA securities

 

2,779

 

7

 

(38)

 

2,748

ABS securities

 

1,677

(6)

 

1,671

Corporate bonds

 

64,848

 

74

 

(5,089)

 

59,833

Total

$

188,753

$

820

$

(9,865)

$

179,708

No allowances for credit losses have been recognized on investment debt securities AFS in an unrealized loss position at both March 31, 2026 and December 31, 2025.

Amortized cost and fair values exclude accrued interest receivable of $1.3 million at both March 31, 2026 and December 31, 2025, which is included in interest receivable and other assets in the condensed consolidated balance sheets.

During the three months ended March 31, 2026 and the three months ended March 31, 2025, the Company sold no securities AFS.

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The amortized cost and estimated fair value of securities AFS at the dates indicated by contractual maturity are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

March 31, 2026

December 31, 2025

  ​ ​ ​

Amortized

  ​ ​ ​

Estimated

  ​ ​ ​

Amortized

  ​ ​ ​

Estimated

cost

fair value

cost

fair value

Securities AFS

 

  ​

 

  ​

 

  ​

 

  ​

Due in one year or less

$

5,398

$

5,109

$

5,417

$

4,819

Due after one through five years

 

17,917

 

16,903

 

20,602

 

19,600

Due after five years through ten years

 

75,615

 

70,776

 

75,478

 

70,038

Due after ten years

 

99,228

 

96,644

 

87,256

 

85,251

Total

$

198,158

$

189,432

$

188,753

$

179,708

At both March 31, 2026 and December 31, 2025, there were no securities pledged.

The estimated fair value and gross unrealized losses for securities AFS aggregated by the length of time that individual securities have been in a continuous unrealized loss position at the dates indicated are as follows:

Less than 12 months

12 months or more

Total

  ​ ​ ​

Estimated

  ​ ​ ​

Unrealized

  ​ ​ ​

Estimated

  ​ ​ ​

Unrealized

  ​ ​ ​

Estimated

  ​ ​ ​

Unrealized

fair value

loss

fair value

loss

fair value

loss

March 31, 2026

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Municipal securities

$

4,450

$

(166)

$

12,216

$

(856)

$

16,666

$

(1,022)

Mortgage-backed securities

13,086

(138)

20,776

(2,511)

33,862

(2,649)

Collateralized mortgage obligations

 

14,372

(58)

17,584

(1,325)

 

31,956

 

(1,383)

SBA securities

 

1,355

(37)

 

1,355

 

(37)

ABS securities

1,604

(12)

1,604

(12)

Corporate bonds

 

2,970

(30)

53,400

(4,100)

 

56,370

 

(4,130)

Total

$

34,878

$

(392)

$

106,935

$

(8,841)

$

141,813

$

(9,233)

Less than 12 months

12 months or more

Total

  ​ ​ ​

Estimated

  ​ ​ ​

Unrealized

  ​ ​ ​

Estimated

  ​ ​ ​

Unrealized

  ​ ​ ​

Estimated

  ​ ​ ​

Unrealized

fair value

loss

fair value

loss

fair value

loss

December 31, 2025

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Municipal securities

$

3,011

$

(19)

$

12,314

$

(784)

$

15,325

$

(803)

Mortgage-backed securities

4,481

(29)

21,412

(2,567)

25,893

(2,596)

Collateralized mortgage obligations

3,720

(35)

20,913

(1,298)

 

24,633

 

(1,333)

SBA securities

 

445

1,509

(38)

 

1,954

 

(38)

ABS securities

 

883

(3)

788

(3)

1,671

(6)

Corporate bonds

 

987

(13)

57,424

(5,076)

 

58,411

 

(5,089)

Total

$

13,527

$

(99)

$

114,360

$

(9,766)

$

127,887

$

(9,865)

At March 31, 2026, the Company held 318 securities AFS, of which 158 were in an unrealized loss position for more than twelve months and 46 were in an unrealized loss position for less than twelve months. The Company anticipates full recovery of amortized cost with respect to these securities at maturity or sooner in the event of a more favorable market interest rate environment.

Allowance for credit losses on investment debt securities available-for-sale

Investment debt securities that were in an unrealized loss position as of March 31, 2026 were evaluated to determine whether the decline in fair value below the amortized cost basis resulted from a credit loss or changes in required yields by investors in these types of securities, among other factors. This assessment first includes a determination of

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whether the Company intends to sell the security, or it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis less any current-period credit losses. In making this assessment, management considers the nature of the security and any related government guarantees, any changes to the rating of the security by a rating agency, creditworthiness of the issuers/guarantors, the underlying collateral, the financial conditions and prospects of the issuer, and any adverse conditions specifically related to the security, among other factors.

As of March 31, 2026, the Company expects to recover the amortized cost basis of its securities. The Company has no present intent to sell any investment securities with unrealized losses, and it is not more likely than not that the Company will be required to sell securities with unrealized losses before recovery of their amortized cost. The decline in fair value is largely attributed to changes in interest rates and other market conditions. The issuers of these securities continue to make timely principal and interest payments. No allowances for credit losses have been recognized on investment debt securities AFS in an unrealized loss position, as management does not believe any of the securities are impaired due to reasons of credit quality at March 31, 2026.

Equity Securities

The Company recognized a net gain on equity securities of $58,000 and a net loss of $255,000 for the three months ended March 31, 2026 and 2025, respectively. Equity securities were $12.6 million as of both March 31, 2026 and December 31, 2025.

NOTE 4 – LOANS

The Company’s loan portfolio at the dates indicated is summarized below:

  ​ ​ ​

March 31, 

  ​ ​ ​

December 31, 

2026

2025

Commercial and industrial

$

167,311

$

175,409

Construction and land

 

10,137

 

8,958

Commercial real estate

 

1,720,539

 

1,766,964

Residential

 

111,475

 

113,186

Consumer

 

1,292

 

1,175

Total loans

 

2,010,754

 

2,065,692

Net deferred loan costs

 

528

 

644

Allowance for credit losses

 

(20,600)

 

(21,210)

Net loans

$

1,990,682

$

2,045,126

Net loans exclude accrued interest receivable of $6.4 million and $6.6 million at March 31, 2026 and December 31, 2025, respectively, which is included in interest receivable and other assets in the condensed consolidated balance sheets.

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Table of Contents

The Company’s total individually evaluated loans, including collateral dependent loans, nonaccrual loans, modified loans to borrowers experiencing financial difficulty, and accreting purchase credit deteriorated (“PCD”) loans that have experienced post-acquisition declines in cash flows expected to be collected are summarized as follows:

  ​ ​ ​

Commercial

  ​ ​ ​

Construction

  ​ ​ ​

Commercial

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

and industrial

and land

real estate

Residential

Consumer

Total

March 31, 2026

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Recorded investment in loans individually evaluated:

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

With no specific allowance recorded

$

$

$

10,054

$

685

$

$

10,739

With a specific allowance recorded

 

 

 

4,404

 

 

 

4,404

Total recorded investment in loans individually evaluated

$

$

$

14,458

$

685

$

$

15,143

Specific allowance on loans individually evaluated

$

$

$

1,346

$

$

$

1,346

December 31, 2025

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Recorded investment in loans individually evaluated:

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

With no specific allowance recorded

$

$

$

9,680

$

711

$

$

10,391

With a specific allowance recorded

 

 

 

4,472

 

 

 

4,472

Total recorded investment in loans individually evaluated

$

$

$

14,152

$

711

$

$

14,863

Specific allowance on loans individually evaluated

$

$

$

1,428

$

$

$

1,428

The recorded investment in individually evaluated loans on nonaccrual were $15.1 million and $13.4 million at March 31, 2026 and December 31, 2025, respectively.

The Company may modify the contractual terms of a loan to a borrower experiencing financial difficulty as a part of ongoing loss mitigation strategies. These modifications may result in an interest rate reduction, term extension, an other-than-insignificant payment delay, or a combination thereof. The Company typically does not offer principal forgiveness.  An assessment of whether a borrower is experiencing financial difficulty is made on the date of modification.  The effect of most modifications made for borrowers experiencing financial difficulty is already included in the allowance for credit losses on loans because of the measurement methodologies used to estimate the allowance.

During the three months ended March 31, 2026 and 2025, there were no modifications of loans to borrowers experiencing financial difficulty.

13

Table of Contents

A summary of previously modified loans to borrowers experiencing financial difficulty by type of concession and type of loan, as of the dates indicated, is set forth below:

  ​ ​ ​

Number of

  ​ ​ ​

Rate

  ​ ​ ​

Term

  ​ ​ ​

Rate & term

  ​ ​ ​

% of Total

loans

modification

modification

modification

Total

loans outstanding

March 31, 2026

Commercial and industrial

 

$

$

$

$

%

Construction and land

 

 

 

 

 

 

%

Commercial real estate

 

1

 

 

542

 

 

542

 

0.03

%

Residential

 

1

 

685

 

 

685

 

0.61

%

Consumer

 

 

 

 

 

 

%

Total

 

2

$

$

1,227

$

$

1,227

0.06

%

  ​ ​ ​

Number of

  ​ ​ ​

Rate

  ​ ​ ​

Term

  ​ ​ ​

Rate & term

  ​ ​ ​

% of Total

loans

modification

modification

modification

Total

loans outstanding

December 31, 2025

Commercial and industrial

 

1

$

$

73

$

$

73

0.04

%

Construction and land

 

 

 

 

 

 

%

Commercial real estate

 

1

 

 

554

 

 

554

 

0.03

%

Residential

 

1

 

711

 

 

711

 

0.63

%

Consumer

 

 

 

 

 

 

%

Total

 

3

$

$

1,338

$

$

1,338

0.06

%

For the three months ended March 31, 2026 and 2025, the Company recorded no charge-offs for modified loans to borrowers experiencing financial difficulty.

At both March 31, 2026 and December 31, 2025, individually evaluated modified loans to borrowers experiencing financial difficulty had no related allowance. At both dates, none of the modified loans to borrowers experiencing financial difficulty were performing in accordance with their modified terms. All accruing modified loans to borrowers experiencing financial difficulty, if any, are included in the loans individually evaluated in the calculation of the allowance for credit losses.

Risk Rating System

The Company evaluates and assigns a risk grade to each loan based on certain criteria to assess the credit quality of the loan. The assignment of a risk rating is done for each individual loan. Loans are graded from inception and on a continuing basis until the debt is repaid. Any adverse or beneficial trends will trigger a review of the loan risk rating. Each loan is assigned a risk grade based on its characteristics. Loans with low to average credit risk are assigned a lower risk grade than those with higher credit risk as determined by the individual loan characteristics.

The Company’s Pass loans include loans with acceptable business or individual credit risk where the borrower’s operations, cash flow or financial condition provides evidence of low to average levels of risk.

Loans that are assigned higher risk grades are loans that exhibit the following characteristics:

Special Mention loans have potential weaknesses that deserve close attention. If left uncorrected, these potential weaknesses may result in a deterioration of the repayment prospects for the loan or in the Company’s credit position at some future date. Special Mention loans are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification. Special Mention is a temporary rating, pending the occurrence of an event that would cause the risk rating either to improve or to be downgraded.

Loans in this category would be characterized by any of the following situations:

Credit that is currently protected but is potentially a weak asset;

14

Table of Contents

Credit that is difficult to manage because of an inadequate loan agreement, the condition of and/or control over collateral, failure to obtain proper documentation, or any other deviation from product lending practices; and
Adverse financial trends.

Substandard loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged. Loans classified substandard must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Substandard loans are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. The potential loss does not have to be recognizable in an individual credit for that credit to be risk rated Substandard. A loan can be fully and adequately secured and still be considered Substandard.

Some characteristics of Substandard loans are:

Inability to service debt from ordinary and recurring cash flow;
Chronic delinquency;
Reliance upon alternative sources of repayment;
Term loans that are granted on liberal terms because the borrower cannot service normal payments for that type of debt;
Repayment dependent upon the liquidation of collateral;
Inability to perform as agreed, but adequately protected by collateral;
Necessity to renegotiate payments to a non-standard level to ensure performance; and
The borrower is in bankruptcy, or for any other reason, future repayment is dependent on court action.

Doubtful loans have all the weaknesses inherent in loans classified as Substandard with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing facts, conditions, and value, highly questionable and improbable. Doubtful loans have a high probability of loss, yet certain important and reasonably specific pending factors may work toward the strengthening of the credit.

Losses are recognized as charges to the allowance when the loan or portion of the loan is considered uncollectible or at the time of foreclosure. Recoveries on loans previously charged off are credited to the allowance for credit losses.

Revolving loans that are converted to term loans are treated as new originations in the tables below and are presented by year of initial origination. During the three months ended March 31, 2026, and the year ended December 31, 2025, $37,000 and none, respectively, of the Company’s revolving loans were converted to term loans.

15

Table of Contents

The following tables present the internally assigned risk grade by class of loans at the dates indicated:

Revolving

  ​ ​ ​

Term loans - amortized cost by origination year    

loans

2026

2025

2024

2023

2022

Prior

amortized cost

Total

March 31, 2026

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Commercial and industrial:

Pass

$

5,492

$

30,407

$

44,472

$

13,148

$

15,660

$

34,233

$

23,070

$

166,482

Special mention

236

236

Substandard

152

402

39

593

Total commercial and industrial

$

5,492

$

30,407

$

44,472

$

13,300

$

15,660

$

34,871

$

23,109

$

167,311

YTD gross charge-offs

$

$

Construction and land:

Pass

$

$

340

$

9,500

297

$

10,137

Special mention

Substandard

Total construction and land

$

$

340

$

9,500

$

$

$

297

$

$

10,137

YTD gross charge-offs

$

$

$

$

$

$

$

$

Commercial real estate:

Pass

$

29,067

$

317,885

$

168,130

67,689

305,713

695,350

4,133

$

1,587,967

Special mention

8,566

30,473

51,187

90,226

Substandard

6,700

35,646

42,346

Total commercial real estate

$

29,067

$

317,885

$

176,696

$

67,689

$

342,886

$

782,183

$

4,133

$

1,720,539

YTD gross charge-offs

$

16

$

16

Residential:

Pass

$

3,353

$

47,620

$

18,563

36,146

4,894

$

110,576

Special mention

41

10

51

Substandard

784

64

848

Total residential

$

3,353

$

47,620

$

18,563

$

$

$

36,971

$

4,968

$

111,475

YTD gross charge-offs

$

$

Consumer:

Pass

$

158

$

254

$

369

14

104

393

$

1,292

Special mention

Substandard

Total consumer

$

158

$

254

$

369

$

$

14

$

104

$

393

$

1,292

YTD gross charge-offs

$

1

$

1

Total loans outstanding

Risk ratings

Pass

$

38,070

$

396,506

$

241,034

$

80,837

$

321,387

$

766,130

$

32,490

$

1,876,454

Special mention

8,566

30,473

51,464

10

90,513

Substandard

152

6,700

36,832

103

43,787

Total loans outstanding

$

38,070

$

396,506

$

249,600

$

80,989

$

358,560

$

854,426

$

32,603

$

2,010,754

YTD gross charge-offs

$

$

$

$

$

$

17

$

$

17

16

Table of Contents

Revolving

  ​ ​ ​

Term loans - amortized cost by origination year    

loans

2025

2024

2023

2022

2021

Prior

amortized cost

Total

December 31, 2025

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Commercial and industrial:

Pass

$

32,969

$

48,839

$

14,375

$

16,454

$

7,202

$

27,511

$

26,011

$

173,361

Special mention

580

580

Substandard

152

55

980

281

1,468

Total commercial and industrial

$

32,969

$

48,839

$

14,527

$

16,454

$

7,257

$

29,071

$

26,292

$

175,409

YTD gross charge-offs

$

41

154

$

195

Construction and land:

Pass

$

228

$

8,412

$

115

203

$

8,958

Special mention

Substandard

Total construction and land

$

228

$

8,412

$

$

$

115

$

203

$

$

8,958

YTD gross charge-offs

$

$

$

$

$

$

$

$

Commercial real estate:

Pass

$

324,728

$

177,675

$

67,901

320,160

333,477

397,516

3,287

$

1,624,744

Special mention

32,144

23,672

39,213

95,029

Substandard

4,835

14,642

27,714

47,191

Total commercial real estate

$

324,728

$

177,675

$

72,736

$

352,304

$

371,791

$

464,443

$

3,287

$

1,766,964

YTD gross charge-offs

$

840

$

840

Residential:

Pass

$

47,156

$

23,536

$

30,969

6,121

4,515

$

112,297

Special mention

11

11

Substandard

20

794

64

878

Total residential

$

47,156

$

23,536

$

$

$

30,989

$

6,915

$

4,590

$

113,186

YTD gross charge-offs

$

1

$

1

Consumer:

Pass

$

273

$

119

$

260

17

10

102

394

$

1,175

Special mention

Substandard

Total consumer

$

273

$

119

$

260

$

17

$

10

$

102

$

394

$

1,175

YTD gross charge-offs

$

5

$

5

Total loans outstanding

Risk ratings

Pass

$

405,354

$

258,581

$

82,536

$

336,631

$

371,773

$

431,453

$

34,207

$

1,920,535

Special mention

32,144

23,672

39,793

11

95,620

Substandard

4,987

14,717

29,488

345

49,537

Total loans outstanding

$

405,354

$

258,581

$

87,523

$

368,775

$

410,162

$

500,734

$

34,563

$

2,065,692

YTD gross charge-offs

$

$

41

$

$

$

1

$

999

$

$

1,041

17

Table of Contents

The following tables provide an aging of the Company’s loans receivable as of the dates indicated:

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Recorded

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

90 Days

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

investments

30–59 Days

60–89 Days

or more

Total

Total loans

90 days or more past due

past due

past due

past due

past due

Current

PCD loans

receivable

and still accruing

March 31, 2026

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Commercial and industrial

$

380

$

392

$

704

$

1,476

$

165,835

$

$

167,311

$

Construction and land

 

 

 

 

 

10,137

 

 

10,137

 

Commercial real estate

 

1,636

 

6,851

 

1,951

 

10,438

 

1,697,606

 

12,495

 

1,720,539

 

Residential

 

57

 

685

 

742

 

110,701

 

32

 

111,475

 

Consumer

 

 

 

 

 

1,292

 

 

1,292

 

Total

$

2,073

$

7,243

$

3,340

$

12,656

$

1,985,571

$

12,527

$

2,010,754

$

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Recorded

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

90 Days

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

investments

30–59 Days

60–89 Days

or more

Total

Total loans

90 days or more past due

past due

past due

past due

past due

Current

PCD loans

receivable

and still accruing

December 31, 2025

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Commercial and industrial

$

671

$

119

$

748

$

1,538

$

173,871

$

$

175,409

$

Construction and land

 

 

 

 

 

8,958

 

 

8,958

 

Commercial real estate

 

818

 

 

1,942

 

2,760

 

1,747,458

 

16,746

 

1,766,964

 

Residential

 

40

 

711

 

751

 

112,393

 

42

 

113,186

 

Consumer

 

1

 

 

 

1

 

1,174

 

 

1,175

 

Total

$

1,530

$

119

$

3,401

$

5,050

$

2,043,854

$

16,788

$

2,065,692

$

Nonaccrual loans totaled $16.7 million and $13.4 million at March 31, 2026 and December 31, 2025, respectively. Nonaccrual loans guaranteed by a government agency, which reduces the Company’s credit exposure, were $932,000 at March 31, 2026 compared to $1.7 million at December 31, 2025. At March 31, 2026, nonaccrual loans included $7.1 million of loans 30-89 days past due and $6.3 million of loans less than 30 days past due. At December 31, 2025, nonaccrual loans included $562,000 of loans 30-89 days past due and $9.4 million of loans less than 30 days past due. The increase from the prior quarter-end was primarily due to one $4.9 million commercial real estate loan being placed on nonaccrual during the current quarter, partially offset by payoffs of five nonaccrual loans totaling $1.6 million. The increase in nonaccrual loans reflects borrower-specific credit deterioration, primarily within the commercial and industrial and commercial real estate portfolios.

At March 31, 2026, the $7.1 million of nonaccrual loans 30-89 days past due were comprised of four loans and the $6.3 million of loans less than 30 days past due were comprised of 15 loans. All these loans were placed on nonaccrual due to concerns over the financial condition of the borrowers.

At March 31, 2026 and December 31, 2025, there were no loans 90 days or more past due and still accruing.

Interest foregone on nonaccrual loans was approximately $200,000 for the three months ended March 31, 2026, compared to $269,000 for the three months ended March 31, 2025. Interest income recognized on nonaccrual loans was approximately $140,000 for the three months ended March 31, 2026, compared to $35,000 for the three months ended March 31, 2025.

Pledged Loans

The Bank’s FHLB line of credit is secured under terms of a blanket collateral agreement by a pledge of certain qualifying loans with unpaid principal balances of $1.13 billion and $1.10 billion at March 31, 2026 and December 31,

18

Table of Contents

2025, respectively. For additional information, see “Note 11 - Borrowings” of the Notes to Condensed Consolidated Financial Statements.

NOTE 5 – ALLOWANCE FOR CREDIT LOSSES FOR LOANS

The following tables summarize the Company’s allowance for credit losses for loans, reserve for unfunded commitments, and loan balances individually and collectively evaluated by type of loan, as of the dates and for the periods indicated:

Commercial

Construction

Commercial

Reserve for

  ​ ​ ​

and industrial

  ​ ​ ​

and land

  ​ ​ ​

real estate

  ​ ​ ​

Residential

  ​ ​ ​

Consumer

  ​ ​ ​

Total

  ​ ​ ​

unfunded commitments

Three months ended March 31, 2026

  ​

  ​

  ​

  ​

  ​

  ​

  ​

Allowance for credit losses

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Beginning balance

$

4,173

$

470

$

14,601

$

1,957

$

9

$

21,210

$

410

Charge-offs

 

 

 

(16)

 

 

(1)

 

(17)

 

Recoveries

 

2

 

 

 

 

 

2

 

(Reversal of) provision for credit losses

  ​

(92)

57

(529)

(35)

4

 

(595)

(75)

Ending balance

$

4,083

$

527

$

14,056

$

1,922

$

12

$

20,600

$

335

March 31, 2026

Allowance for credit losses:

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Loans individually evaluated

$

$

$

1,346

$

$

$

1,346

Loans collectively evaluated

 

4,083

 

527

 

12,456

 

1,921

 

12

 

18,999

PCD loans

 

 

 

254

 

1

 

 

255

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

Loans receivable:

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

Individually evaluated

$

$

$

14,458

$

685

$

$

15,143

Collectively evaluated

 

167,311

 

10,137

 

1,693,586

 

110,758

 

1,292

 

1,983,084

PCD loans

 

 

 

12,495

 

32

 

 

12,527

Total loans

$

167,311

$

10,137

$

1,720,539

$

111,475

$

1,292

$

2,010,754

19

Table of Contents

Commercial

Construction

Commercial

Reserve for

  ​ ​ ​

and industrial

  ​ ​ ​

and land

  ​ ​ ​

real estate

  ​ ​ ​

Residential

  ​ ​ ​

Consumer

Total

  ​ ​ ​

unfunded commitments

Three months ended March 31, 2025

  ​

  ​

  ​

  ​

  ​

  ​

  ​

Allowance for credit losses

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

  ​

 

  ​

Beginning balance

$

4,681

$

72

$

11,365

$

1,780

$

2

$

17,900

$

600

Charge-offs

 

(100)

(1)

(5)

(106)

Recoveries

 

2

 

 

1

1

 

4

 

Provision for (reversal of) credit losses

 

367

 

(51)

 

496

 

(118)

 

8

 

702

 

(60)

Ending balance

$

4,950

 

21

 

11,861

 

1,662

 

6

 

18,500

 

540

March 31, 2025

 

Allowance for credit losses:

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Loans individually evaluated

$

704

$

$

596

$

$

$

1,300

Loans collectively evaluated

 

4,246

 

21

 

10,988

 

1,660

 

6

 

16,921

PCD loans

 

 

 

277

 

2

 

 

279

Loans receivable:

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Individually evaluated

$

1,272

$

$

15,781

$

972

$

$

18,025

Collectively evaluated

 

178,131

 

476

 

1,642,372

 

106,091

 

534

 

1,927,604

PCD loans

 

 

1

 

20,507

 

208

 

 

20,716

Total loans

$

179,403

$

477

$

1,678,660

$

107,271

$

534

$

1,966,345

For the three months ended March 31, 2026, the reversal of provision for credit losses and the related decrease in the allowance for credit losses at March 31, 2026, compared to December 31, 2025, was primarily attributable to a decrease in the reserve for pooled loans due to lower loan balances, partially offset by changes in macroeconomic forecasts, including lower forecasted unemployment and an improved national gross domestic product outlook. In addition, there was an $82,000 decrease in the reserve for individually evaluated loans as compared to the prior quarter. Qualitative risk factor classifications remained unchanged during the quarter. Net charge-offs were $15,000 for the first quarter of 2026, compared to $102,000 for the same period in 2025.

The following table summarizes the amortized cost basis of individually evaluated collateral-dependent loans, including nonaccrual loans, modified loans to borrowers experiencing financial difficulty, and accreting purchase credit deteriorated (“PCD”) loans that have experienced post-acquisition declines in cash flows expected to be collected, by loan and collateral type as of the dates indicated.

Retail and

  ​ ​ ​

Office

  ​ ​ ​

Hotel

  ​ ​ ​

Other

SFR 1-4

  ​ ​ ​

Total

  ​ ​ ​

ACL

March 31, 2026

  ​

  ​

  ​

  ​

  ​

  ​

Commercial real estate

$

8,240

$

5,489

$

729

$

$

14,458

$

1,346

Residential

 

685

685

 

Total

$

8,240

$

5,489

$

729

$

685

$

15,143

$

1,346

December 31, 2025

  ​

  ​

  ​

  ​

  ​

  ​

Commercial real estate

$

3,338

$

9,462

$

1,352

$

$

14,152

$

1,428

Residential

 

711

711

 

Total

$

3,338

$

9,462

$

1,352

$

711

$

14,863

$

1,428

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The following table shows the amortized cost and allowance for credit losses for loans on nonaccrual status as of the dates indicated:

As of March 31, 2026

As of December 31, 2025

Nonaccrual

Nonaccrual

Nonaccrual

Nonaccrual

with no allowance

with allowance

Total

with no allowance

with allowance

Total

  ​ ​ ​

for credit losses

  ​ ​ ​

for credit losses

  ​ ​ ​

nonaccrual

  ​ ​ ​

for credit losses

  ​ ​ ​

for credit losses

  ​ ​ ​

nonaccrual

Commercial and industrial

 

$

$

895

$

895

$

$

839

$

839

Commercial real estate

10,063

 

5,036

15,099

 

5,891

 

5,997

11,888

Residential

 

685

 

2

687

711

 

5

716

Total

$

10,748

$

5,933

$

16,681

$

6,602

$

6,841

$

13,443

As part of its acquisition of Pacific Enterprise Bancorp (“PEB”) in 2022, the Company acquired certain small business loans to borrowers qualified under The California Capital Access Program for Small Business, a state guaranteed loan program sponsored by the California Pollution Control Financing Authority (“CalCAP”). PEB ceased originating loans under this loan program in 2017. Under this loan program, the borrower, CalCAP and the participating lender contributed funds to a loss reserve account held in a demand deposit account at the participating lender. The borrower’s contributions to the loss reserve account are attributed to the participating lender. Losses on qualified loans are charged to this account after approval by CalCAP. Under the program, if a loan defaults, the participating lender has immediate coverage of 100% of the loss. The participating lender must return recoveries from the borrower, less expenses, to the credit loss reserve account. The funds in the loss reserve account are the property of CalCAP; however, in the event that the participating lender leaves the program any excess funds, after all loans have been repaid or unenrolled from the program by the participating lender and provided there are no pending claims for reimbursement, the remaining excess funds are distributed to CalCAP and the participating lender based on their respective contributions to the loss reserve account. Funds contributed by the participating lender to the loss reserve account are treated as a receivable from CalCAP and evaluated for impairment quarterly. As of March 31, 2026 and December 31, 2025, the Company had $5.8 million and $9.3 million, respectively, of loans enrolled in this loan program. The Company had a loss reserve account of $4.8 million and $4.9 million as of March 31, 2026 and December 31, 2025, respectively.

In addition, as successor to PEB, the Company was approved by CalCAP, in partnership with the California Air Resources Board, to originate loans to California truckers in the On-Road Heavy-Duty Vehicle Air Quality Loan Program. Under this loan program, CalCAP solely contributes funds to a loss reserve account held in a demand deposit account at the participating lender. Losses are handled in the same manner as described above. The funds are the property of CalCAP and are payable upon termination of the program. When the loss reserve account balance exceeds the total associated loan balance, the excess is to be remitted to CalCAP. The Company originated loans under this program of $295,000 and $3.4 million during the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the Company had $15.5 million of loans enrolled in this program and a loss reserve account of $4.8 million. As of December 31, 2025, the Company had $19.0 million of loans enrolled in this program and a loss reserve account of $4.9 million.

NOTE 6 – PREMISES AND EQUIPMENT

Premises and equipment consisted of the following at the dates indicated:

  ​ ​ ​

March 31, 

  ​ ​ ​

December 31, 

2026

2025

Premises owned

$

11,646

$

11,570

Leasehold improvements

 

4,078

 

4,268

Furniture, fixtures and equipment

 

11,087

 

10,690

Less accumulated depreciation and amortization

 

(13,775)

 

(13,308)

Total premises and equipment, net

$

13,036

$

13,220

Depreciation and amortization included in occupancy and equipment expense totaled $486,000 and $470,000 for the three months ended March 31, 2026, and 2025, respectively.

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NOTE 7 – LEASES

The Company leased 19 branches under noncancelable operating leases as of March 31, 2026. These leases expire on various dates through 2030. Many of these lease agreements include one or more renewal options, exercisable at the Company’s discretion. When the Company determines at lease commencement that it is reasonably certain to exercise a renewal option, the extended lease term is included in the measurement of the ROU asset and corresponding lease liability.

The Company uses the discount rate implicit in the lease when it is readily determinable. In instances where the implicit rate is not available, which is typically the case, the Company applies its incremental borrowing rate, determined  on a collateralized basis and over a term comparable to the lease term, as of the lease commencement date.

The below maturity schedule presents, as of March 31, 2026, the undiscounted lease payments for the next five years and thereafter:

For remainder of 2026

$

2,855

2027

3,934

2028

 

3,883

2029

 

3,443

2030

1,415

Thereafter

 

527

Total undiscounted cash flows

16,057

Less: interest

(1,489)

Present value of lease payments

$

14,568

The following table presents the weighted average lease term and discount rate at the dates indicated:

  ​ ​ ​

March 31, 2026

December 31, 2025

Weighted-average remaining lease term

 

4.2

years

4.1

years

Weighted-average discount rate

 

3.9

%

3.9

%

            The following table presents certain information related to the operating lease costs included in occupancy and equipment expense on the Condensed Consolidated Statements of Income for the periods indicated:

Three months ended

  ​ ​ ​

March 31, 

2026

2025

Operating lease cost

$

966

$

1,046

Short-term lease cost

 

 

Less: Sublease income

 

(13)

 

(25)

Total operating lease cost, net

$

953

$

1,021

NOTE 8 – GOODWILL AND INTANGIBLE ASSETS

Goodwill is determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and the liabilities assumed as of the acquisition date. Goodwill and other intangible assets are assessed for impairment annually or whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Core deposit intangible represents the estimated future benefit of deposits related to an acquisition and is booked separately from the related deposits and amortized over an estimated useful life of seven to ten years.

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Goodwill

The Company’s policy is to assess goodwill for impairment at the reporting unit level on an annual basis or between annual assessments if a triggering event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  Impairment exists when a reporting unit’s fair value is less than its carrying amount, including goodwill.

Changes in the Company's goodwill during the periods indicated were as follows:

Three months Ended

Year ended

March 31, 2026

December 31, 2025

Balance at beginning of period

$

38,838

$

38,838

Acquired goodwill

 

 

Impairment

 

 

Balance at end of period

$

38,838

$

38,838

Core Deposit Intangible

Changes in the Company’s core deposit intangible during the periods indicated were as follows:

Three months ended

Year ended

March 31, 2026

December 31, 2025

Balance at beginning of period

$

1,745

$

2,693

Additions

 

 

Less amortization

 

(114)

 

(948)

Balance at end of period

$

1,631

$

1,745

Estimated annual amortization expense at March 31, 2026 was as follows:

For remainder of 2026

$

341

2027

455

2028

 

455

2029

372

Thereafter

 

8

Total

$

1,631

NOTE 9 – INTEREST RECEIVABLE AND OTHER ASSETS

The Company’s interest receivable and other assets at the dates indicated consisted of the following:

  ​ ​ ​

March 31, 

  ​ ​ ​

December 31, 

2026

2025

Tax assets, net

$

13,030

$

13,684

Accrued interest receivable

 

8,553

 

8,344

Investment in SBIC fund

 

3,049

 

2,963

Investment in Community Reinvestment Act fund

2,000

2,000

Prepaid assets

 

2,177

 

2,254

Servicing assets

 

352

 

388

Investment in Low Income Housing Tax Credit ("LIHTC") partnerships, net

 

4,196

 

3,290

Investment in statutory trusts

 

373

 

550

CalCAP reserve receivable

1,375

1,375

Other assets

 

3,782

 

3,544

Total interest receivable and other assets

$

38,887

$

38,392

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NOTE 10 – DEPOSITS

The Company’s deposits at the dates indicated consisted of the following:

  ​ ​ ​

March 31, 

  ​ ​ ​

December 31, 

2026

2025

Demand deposits (1)

$

609,226

$

578,068

NOW accounts

 

251,401

 

264,967

Savings

72,071

71,166

Money market

 

745,570

 

732,256

Time deposits

 

587,122

 

567,183

Total

$

2,265,390

$

2,213,640

(1) Noninterest bearing.

Time deposits included no brokered deposits as of March 31, 2026, and December 31, 2025. At March 31, 2026, uninsured deposits totaled $1.0 billion, or 46.3% of total deposits, compared to $1.0 billion, or 46.6% of total deposits at December 31, 2025. The uninsured amounts are estimates based on the methodologies and assumptions used for the Bank’s regulatory reporting requirements.

NOTE 11 – BORROWINGS

Other borrowings – The Bank has an approved secured borrowing facility with the Federal Home Loan Bank of San Francisco (the “FHLB”) for up to 25% of total assets for a term not to exceed five years under a blanket lien of certain types of loans. At March 31, 2026 and December 31, 2025, the Bank had the ability to borrow up to $599.3 million and $580.7 million, respectively, from the FHLB of San Francisco. At both March 31, 2026 and December 31, 2025, the Bank had no FHLB borrowings outstanding.

The Bank has been approved for discount window advances from the FRB of San Francisco secured by certain types of loans. At March 31, 2026 and December 31, 2025, the Bank had the ability to borrow up to $43.4 million and $49.3 million, respectively, from the FRB of San Francisco. At both March 31, 2026 and December 31, 2025, the Bank had no FRB of San Francisco advances outstanding.

The Bank has Federal Funds lines with four correspondent banks. Cumulative available commitments totaled $65.0 million at both March 31, 2026 and December 31, 2025. There were no amounts outstanding under these facilities at both March 31, 2026 and December 31, 2025.

Junior subordinated deferrable interest debentures – In connection with its previous acquisitions, the Company assumed junior subordinated deferrable interest debentures, totaling $5.9 million, net of fair value adjustments, with a weighted average rate of 6.44% at March 31, 2026, compared to $8.7 million, net of fair value adjustments, with a weighted average rate of 6.56% at December 31, 2025. The decrease in amount of debentures reflects the Company’s redemption of one junior subordinated debenture during the first quarter of 2026, which included $222,000 of accelerated amortized debt issuance costs. The junior subordinated deferrable interest debentures mature in 2034, subject to earlier redemption by the Company at its option.  

Subordinated debt –On August 10, 2020, the Company issued and sold $65.0 million aggregate principal amount of 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”) at a public offering price equal to 100% of the aggregate principal amount of the Notes. During the third quarter of 2025, the Company redeemed all the outstanding Notes. At both March 31, 2026 and December 31, 2025, the Company had no outstanding Notes.

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NOTE 12 – INTEREST PAYABLE AND OTHER LIABILITIES

The Company’s interest payable and other liabilities at the dates indicated consisted of the following:

  ​ ​ ​

March 31, 

  ​ ​ ​

December 31, 

2026

2025

Accrued expenses

$

7,340

$

9,608

Accounts payable

 

456

 

504

Reserve for unfunded commitments

 

335

 

410

Accrued interest payable

 

2,068

 

1,831

Other liabilities

 

3,243

 

1,623

Total

$

13,442

$

13,976

NOTE 13 – OTHER EXPENSES

The Company’s other expenses for the periods indicated consisted of the following:

Three months ended

  ​ ​ ​

March 31, 

  ​ ​ ​

2026

2025

Professional fees

$

506

$

536

Core deposit premium amortization

 

114

 

263

Marketing and promotions

 

144

 

157

Stationery and supplies

 

60

 

66

Insurance (including FDIC premiums)

 

391

 

373

Communication and postage

 

230

 

258

Loan default related (recoveries) expense

 

(346)

 

(12)

Director fees and expenses

 

79

 

68

Bank service charges

 

17

 

17

Courier expense

 

169

 

172

Other

 

128

 

167

Total

$

1,492

$

2,065

              The Company expenses marketing and promotion costs as they are incurred. Advertising expense included in marketing and promotions totaled $17,000 and $5,000 for the three months ended March 31, 2026 and 2025, respectively.

NOTE 14 – EQUITY INCENTIVE PLANS

Equity Incentive Plans

2024 Omnibus Equity Incentive Plan

The Company’s shareholders approved the Company’s 2024 Omnibus Equity Incentive Plan (“2024 Plan”) in June 2024. The 2024 Plan provides for the grant of equity incentive awards to employees and directors (including emeritus and advisory directors) of the Company and its subsidiaries. The 2024 Plan permits the granting of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance shares and performance units.  Factors generally considered by the Board in awarding equity incentives to employees include the performance of the Company, the employee’s job performance, the importance of his or her position, and his or her contribution to the organization’s goals for the award period.

Generally, awards under the 2024 Plan are subject to a minimum vesting period of one year (at least three years for full vesting for the chief executive officer), provided that awards for up to 5% of the maximum shares available under the 2024 Plan (for any participant other than the chief executive officer) may provide for a shorter vesting period.

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Table of Contents

Subject to adjustment as provided in the 2024 Plan, the maximum number of shares of common stock available for issuance under the 2024 Plan is 500,000, and awards granted under the 2024 Plan to any one participant in any one calendar year are subject to the following limitations: (i) aggregate grants of stock options or stock appreciation rights to any one participant are subject to an annual limit of the lesser of 100,000 shares or $2.0 million in fair market value as of the date of grant; (ii) aggregate grants of restricted stock or restricted stock units to any one participant are subject to an annual limit of the lesser of 50,000 shares or $2.0 million in fair market value as of the date of grant; and (iii) aggregate grants of performance shares or performance units to any one participant are subject to an annual limit of the lesser of 50,000 shares or $2.0 million in fair market value as of the date of grant. In addition, subject to adjustment as provided in the 2024 Plan, the maximum aggregate number of shares that may be covered by awards granted under the 2024 Plan to any non-employee director in any one calendar year is 25,000 shares. As of March 31, 2026, a total of 442,542 shares were available for future issuance under the 2024 Plan.

2017 Omnibus Equity Incentive Plan

The Company’s shareholders approved the Company’s 2017 Omnibus Equity Incentive Plan (“2017 Plan”) in November 2017. The 2017 Plan provides for the awarding by the Company’s Board of Directors of equity incentive awards to employees and non-employee directors. An equity incentive award under the 2017 Plan may be an option, stock appreciation right, restricted stock units, stock award, other stock-based award or performance award. Factors considered by the Board in awarding equity incentives to employees include the performance of the Company, the employee’s job performance, the importance of his or her position, and his or her contribution to the organization’s goals for the award period. Generally, awards have a vesting period of one to five years. Subject to adjustment as provided in the 2017 Plan, the maximum number of shares of common stock that may be delivered pursuant to awards granted under the 2017 Plan is 450,000. The 2017 Plan provides for annual restricted stock grant limits to officers, employees and directors. The annual stock grant limit per person for officers and employees is the lesser of 50,000 shares or a value of $2.0 million, and per person for directors, the maximum is 25,000 shares. All unvested restricted shares outstanding vest in the event of a change in control of the Company. Restricted stock awards granted to non-employee directors generally vest one year from the date of grant. Awards to executive officers typically vest over three- or five-year periods, with initial vesting occurring on the one-year anniversary of the grant date. As of March 31, 2026, no shares remained available for issuance under the 2017 Plan, as the approval of the 2024 Plan by shareholders terminated the ability to grant further awards under the 2017 Plan.

The following table provides the restricted stock grant activity for the periods indicated:

2026

2025

  ​ ​ ​

  ​ ​ ​

Weighted-average

  ​ ​ ​

  ​ ​ ​

Weighted-average

 

grant date

grant date

 

Shares

fair value

Shares

fair value

 

Non-vested at January 1,

 

73,645

$

22.82

74,346

$

20.11

Granted

 

21,636

 

28.82

22,221

 

26.20

Vested

 

(21,582)

 

20.43

(20,568)

 

20.20

Forfeited

(3,221)

24.98

Non-vested, at March 31, 

 

73,699

25.28

72,778

21.73

NOTE 15 – FAIR VALUE MEASUREMENT

ASC Topic 820, “Fair Value Measurement,” defines fair value, establishes a framework for measuring fair value including a three-level valuation hierarchy, and expands disclosures about fair value measurements. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date reflecting assumptions that a market participant would use when pricing an asset or liability. The hierarchy uses three levels of inputs to measure the fair value of assets and liabilities, as follows:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the reporting entity has the ability to access at the measurement date.

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Level 2 – Observable prices in active markets for similar assets and liabilities; prices for identical or similar assets or liabilities in markets that are not active; directly observable market inputs for substantially the full term of the asset and liability; market inputs that are not directly observable but are derived from or corroborated by observable market data.

Level 3 – Unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

The Company uses fair value to measure certain assets and liabilities on a recurring basis, primarily securities AFS. For assets measured at the lower of cost or fair value, the fair value measurement criteria may or may not be met during a reporting period and such measurements are therefore considered “nonrecurring” for purposes of disclosing fair value measurements. Fair value is used on a nonrecurring basis to adjust carrying values for individually evaluated loans and other real estate owned and to record impairment on certain assets, such as goodwill, core deposit intangible, and other long-lived assets.

In certain cases, the inputs used to measure fair value may fall into different levels of the hierarchy. In such cases, the lowest level of inputs that is significant to the measurement is used to determine the hierarchy for the entire asset or liability. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with the Company’s quarterly valuation process. There were no transfers between levels during the three months ended March 31, 2026 and 2025.

At both March 31, 2026 and December 31, 2025, there were no liabilities measured at fair value on a recurring or non-recurring basis.

The following assets were measured at fair value on a recurring basis as of the dates indicated:

  ​ ​ ​

Total Estimated

  ​ ​ ​

Fair Value Measurements

Fair Value

Level 1

Level 2

Level 3

March 31, 2026

Municipal securities

$

25,065

$

$

25,065

$

Mortgage-backed securities

58,544

58,544

Collateralized mortgage obligations

 

42,903

 

 

42,903

 

SBA securities

 

2,577

 

 

2,577

 

ABS securities

 

1,604

 

 

1,604

 

Corporate bonds

 

58,739

 

 

58,739

 

Equity securities

12,613

12,613

Total

$

202,045

$

12,613

$

189,432

$

  ​ ​ ​

Total Estimated

  ​ ​ ​

Fair Value Measurements

Fair Value

Level 1

Level 2

Level 3

December 31, 2025

 

  ​

 

  ​

 

  ​

 

  ​

Municipal securities

$

25,634

$

$

25,634

$

Mortgage-backed securities

45,678

45,678

Collateralized mortgage obligations

 

44,144

 

 

44,144

 

SBA securities

 

2,748

 

 

2,748

 

ABS securities

 

1,671

 

 

1,671

 

Corporate bonds

 

59,833

 

 

59,833

 

Equity securities

12,554

12,554

Total

$

192,262

$

12,554

$

179,708

$

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Table of Contents

The following assets were measured at fair value on a nonrecurring basis as of the dates indicated:

March 31, 2026

  ​ ​ ​

Total Estimated

  ​ ​ ​

Fair Value Measurements

Individually evaluated loans

Fair Value

Level 1

Level 2

Level 3

 

  ​

 

  ​

 

  ​

 

  ​

Commercial real estate

$

4,425

$

$

$

4,425

Total

$

4,425

$

$

$

4,425

December 31, 2025

  ​ ​ ​

Total Estimated

  ​ ​ ​

Fair Value Measurements

Individually evaluated loans

Fair Value

Level 1

Level 2

Level 3

 

  ​

 

  ​

 

  ​

 

  ​

Commercial real estate

$

4,493

$

$

$

4,493

Total

$

4,493

$

$

$

4,493

The Company does not record loans at fair value on a recurring basis. However, from time to time, certain loans have individual risk characteristics not consistent with a pool of loans and are individually evaluated for credit reserves. Loans for which it is probable that payment of interest and principal will not be made in accordance with the original contractual terms of the loan agreement are typically individually evaluated. The fair value of individually evaluated loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise and liquidation value and discounted cash flows. Those individually evaluated loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. When the fair value of the collateral is based on an observable market price or a current appraised value which uses substantially observable data, the Company records the individually evaluated loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is less than the appraised value or the appraised value contains a significant assumption and there is no observable market price, the Company records the individually evaluated loan as nonrecurring Level 3. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Management also incorporates assumptions regarding market trends or other relevant factors and selling and commission costs ranging from 5% to 10%. Such adjustments and assumptions are typically significant and result in a Level 3 classification of the inputs for determining fair value.

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Table of Contents

NOTE 16 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts and fair values of the Company’s financial instruments at the dates indicated are presented below:

Carrying

Fair

Fair value measurements

  ​ ​ ​

amount

  ​ ​ ​

value

  ​ ​ ​

Level 1

  ​ ​ ​

Level 2

  ​ ​ ​

Level 3

March 31, 2026

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Financial assets:

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Cash and cash equivalents

$

305,904

$

305,904

$

305,904

$

$

Investment securities AFS

 

189,432

 

189,432

 

 

189,432

 

Equity securities

12,613

12,613

12,613

Investment in FHLB and FRB Stock

 

19,251

 

19,251

 

 

19,251

 

Loans held for sale

 

125

 

125

 

 

125

 

Loans, net

 

1,990,682

 

1,966,342

 

 

 

1,966,342

Accrued interest receivable

 

8,553

 

8,553

 

 

8,553

 

Financial liabilities:

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Deposits

 

2,265,390

 

2,272,694

 

 

2,272,694

 

Junior subordinated deferrable interest debentures, net

5,874

5,832

5,832

Accrued interest payable

 

2,068

 

2,068

 

 

2,068

 

Off-balance sheet liabilities:

 

 

  ​

 

  ​

 

  ​

 

  ​

Undisbursed loan commitments, lines of credit, standby letters of credit

 

65,409

 

65,074

 

 

 

65,074

Carrying

Fair

Fair value measurements

  ​ ​ ​

amount

  ​ ​ ​

value

  ​ ​ ​

Level 1

  ​ ​ ​

Level 2

  ​ ​ ​

Level 3

December 31, 2025

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Financial assets:

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Cash and cash equivalents

$

206,514

$

206,514

$

206,514

$

$

Investment securities AFS

 

179,708

 

179,708

 

 

179,708

 

Equity securities

 

12,554

12,554

12,554

Investment in FHLB and FRB Stock

19,246

 

19,246

 

 

19,246

 

Loans held for sale

 

1,316

 

1,316

 

 

1,316

 

Loans, net

 

2,045,126

 

2,020,591

 

 

 

2,020,591

Accrued interest receivable

 

8,344

 

8,344

 

 

8,344

 

Financial liabilities:

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Deposits

 

2,213,640

 

2,221,521

 

 

2,221,521

 

Junior subordinated deferrable interest debentures, net

 

8,726

8,579

8,579

Accrued interest payable

 

1,831

 

1,831

 

 

1,831

 

Off-balance sheet liabilities:

 

 

  ​

 

  ​

 

  ​

 

  ​

Undisbursed loan commitments, lines of credit, standby letters of credit

 

67,537

 

67,127

 

 

 

67,127

NOTE 17 – COMMITMENTS AND CONTINGENCIES

Lending and Letter of Credit Commitments

The Company operates in a highly regulated environment. From time to time, the Company is a party to various claims and litigation matters incidental to the conduct of its business. The Company is not presently party to any legal proceedings where it believes the resolution would have a material adverse effect on its business, financial condition, or results of operations.

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Nevertheless, given the nature, scope and complexity of the extensive legal and regulatory landscape applicable to the Company’s business (including laws and regulations governing consumer protection, fair lending, fair labor, privacy, information security and anti-money laundering and anti-terrorism laws), the Company, like all banking organizations, is subject to heightened legal and regulatory compliance and litigation risk.

In the normal course of business, the Company enters into various commitments to extend credit which are not reflected in the financial statements. These commitments consist of the undisbursed balance on home equity and unsecured personal lines of credit and commercial lines of credit, including commercial real estate secured lines of credit, and undisbursed funds on construction and development loans. The Company also issues standby letter of credit commitments, primarily for the third-party performance obligations of clients.

The following table presents a summary of commitments described above as of the dates indicated:

  ​ ​ ​

March 31, 

  ​ ​ ​

December 31, 

2026

2025

Commitments to extend credit

$

64,735

$

67,060

Standby letters of credit

 

674

 

477

Total commitments

$

65,409

$

67,537

Commitments generally have fixed expiration dates or other termination clauses. The actual liquidity needs or the credit risk that the Company will experience will likely be lower than the contractual amount of commitments to extend credit because a significant portion of these commitments are expected to expire without being drawn upon. The commitments are generally variable rate and include unfunded home equity lines of credit, commercial real estate construction loans where disbursement is made over the course of construction, commercial revolving lines of credit, and unsecured personal lines of credit. The Company’s outstanding loan commitments are made using the same underwriting standards as comparable outstanding loans. The reserve associated with these commitments included in interest payable and other liabilities on the consolidated balance sheets was $335,000 at March 31, 2026 and $410,000 at December 31, 2025.

Commercial Real Estate Concentrations

At March 31, 2026 and December 31, 2025, in management’s judgment, a concentration of loans existed in commercial real estate related loans. The Company’s commercial real estate loans are secured by owner-occupied and non-owner occupied commercial real estate and multifamily properties. Although management believes that loans within these concentrations have no more than the normal risk of collectability, a decline in the performance of the economy in general, or a decline in real estate values in the Company’s primary market areas in particular, could have an adverse impact on collectability.

Other Assets

The Company has commitments to fund investments in LIHTC partnerships and an SBIC fund. At March 31, 2026, the remaining commitments to the LIHTC partnerships and the SBIC fund were approximately $3.5 million and $122,000, respectively. At December 31, 2025, the remaining commitments to the LIHTC partnerships and the SBIC fund were approximately $4.7 million and $122,000, respectively.

Deposit Concentrations

At March 31, 2026, approximately $298.5 million, or 13.2%, of the Company's deposits were derived from its top ten depositors. At December 31, 2025, approximately $235.8 million, or 11.7%, of the Company's deposits were derived from its top ten depositors.

Local Agency Deposits and Other Advances

In the normal course of business, the Company accepts deposits from local agencies. The Company is required to provide collateral for certain local agency deposits in the states of California, Colorado, New Mexico and Washington. At March 31, 2026 and December 31, 2025, the FHLB had issued letters of credit on behalf of the Company totaling $42.1 million and $41.6 million, respectively, as collateral for local agency deposits.  

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NOTE 18 – SEGMENT INFORMATION

The Company operates as one reportable segment: banking operations. The Company’s banking operations generate revenue primarily from loans and securities, deposits, and non-interest income. Loan products generate a significant portion of interest and fee income, while deposit products provide fee and service charge income. The Company also earns interest and dividend income from securities and generates net gains from the sale of loans to third parties. Interest expense, provisions for credit losses, salaries and employee benefits, data processing, and occupancy expense typically represent the significant expenses in banking operations.  These expenses align with those reported in the Company’s Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Cash Flows. Noncash items, such as depreciation and amortization, are also reflected in both the Condensed Consolidated Statements of Income and the Condensed Consolidated Statements of Cash Flows.

The Company’s Chief Operating Decision Maker (CODM) is identified as the Chief Executive Officer, who is responsible for assessing the financial performance of the Company and allocating resources accordingly. The CODM is provided with consolidated balance sheets, income statements, and net interest margin analyses in order to evaluate revenue streams, significant expenses, and budget-to-actual results in assessing the Company’s segment and determining the allocation of resources, as well as evaluating return on assets. In addition, the CODM utilizes consolidated net income, return on assets, and net interest margin as benchmarks to compare the Company’s performance against competitors. All operations are domestic and align with a single operating segment. Information reported internally for performance assessment by the CODM is identical to that shown in the Condensed Consolidated Statements of Income.

The following table presents the Company’s one operating segment for the periods indicated:

Three months ended March 31,

2026

2025

Interest and dividend income

 

$

34,550

$

32,646

Reconciliation of revenue:

Other revenues

1,545

1,440

Total consolidated revenue

36,095

34,086

Less:

Interest expense

9,354

9,766

Segment net interest income and noninterest income

26,741

24,320

Less:

(Reversal of) provision for credit losses

(670)

642

Salaries and employee benefits

10,849

9,935

Occupancy and equipment

2,127

2,136

Data processing

2,038

1,853

Other segment items

1,492

2,065

Provision for income taxes

2,725

1,987

Segment net income/consolidated net income

$

8,180

$

5,702

March 31,

December 31,

2026

2025

Reconciliation of assets:

Total assets for reportable segment

$

2,648,536

$

2,593,677

Other assets

Total consolidated assets

$

2,648,536

$

2,593,677

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NOTE 19 – SUBSEQUENT EVENTS

Subsequent to quarter-end, the Company announced an executive leadership transition to support the Company’s next phase of growth, including the appointment of William J. Black, Jr. as Executive Vice Chair, Christopher F. Baron as President and Chief Executive Officer, and Kevin L. Thompson as EVP, Chief Financial Officer and Corporate Secretary. On April 7, 2026, the Board of Directors approved the involuntary termination without cause of three senior executive officers: George J. Guarini (President and Chief Executive Officer), Janet L. King (Sr. EVP and Chief Operating Officer), and Keary L. Colwell (Sr. EVP, Chief Financial Officer, Chief Administrative Officer and Corporate Secretary). Each departing executive’s change in role was effective April 10, 2026, with a separation date of July 6, 2026, during which time they will continue as non-executive employees providing transition assistance.

Estimated cash severance payments total approximately $9.2 million, or approximately $8.4 million net of taxes, and will be paid over periods ranging from 12 to 24 months. In addition, a total of 47,205 shares of restricted stock will vest in connection with the separations, and each departing executive will receive continued health insurance benefits for periods ranging from 12 to 24 months. The Company expects to recognize these costs beginning in the second quarter of 2026, with certain amounts recognized over the applicable service and payment periods. As these actions were approved and initiated subsequent to March 31, 2026, no amounts related to these charges have been reflected in the Company’s results of operations for the quarter ended March 31, 2026. Additional information regarding these matters was previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 9, 2026.

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that except for the matter discussed above, no other events have occurred that would require adjustments to its disclosures in the condensed consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed in this Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. Forward-looking statements are not statements of historical fact, are based on certain assumptions and are generally identified by use of the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.” Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, assumptions and statements about, among other things, expectations of the business environment in which we operate, projections of future performance or financial items, perceived opportunities in the market, potential future credit experience, and statements regarding our mission and vision. These forward-looking statements are based upon current management expectations and may, therefore, involve risks and uncertainties. Our actual results, performance, or achievements may differ materially from those suggested, expressed, or implied by forward- looking statements as a result of a wide variety or range of factors including, but not limited to:

adverse economic conditions in general and in California, Nevada, Colorado, New Mexico and Washington in particular, as well as other markets where the Company has lending relationships;
employment levels, labor supply, inflation, recessionary pressures, or the level of economic growth;
changes in interest rate levels and volatility, and the timing and pace of such changes, including actions by the Board of Governors of the Federal Reserve System (“Federal Reserve”), which could adversely affect our revenues and expenses, the values of our assets and obligations, and the availability and cost of capital and liquidity;
the impact of inflation and monetary and fiscal policy responses and their effects on consumer and business behavior;
fiscal policy disputes or disruptions, including the effects of any federal government shutdown, or delays in federal budget approvals;

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the credit risks of lending and securities activities, including delinquencies, write-offs, and changes in our allowance for credit losses and provision for credit losses;
changes in the levels of general interest rates and the relative differences between short and long-term interest rates and loan and deposit interest rates;
unexpected outflows of uninsured deposits, which may require us to sell investment securities at a loss;
our net interest margin and funding sources;
fluctuations in the demand for loans, unsold homes, land and other properties;
fluctuations in real estate values in our market areas;
secondary market conditions for loans and our ability to sell loans in the secondary market;
results of examinations of us by regulatory authorities and the possibility that any such regulatory authority may, among other things, limit our business activities, require us to change our business mix, increase our allowance for credit losses, write down asset values or increase our capital levels, affect our ability to borrow funds or maintain or increase deposits;
risks related to our acquisition strategy, including our ability to identify future suitable acquisition candidates, exposure to potential asset and credit quality risks and unknown or contingent liabilities, the need for capital to finance such transactions, our ability to obtain required regulatory approvals and possible failures in realizing the anticipated benefits from acquisitions;
challenges arising from attempts to expand into new geographic markets, products, or services;
goodwill impairment;
bank failures or adverse developments at other banks and related negative publicity about the banking industry in general on investor and depositor sentiment;
legislative or regulatory changes, including changes in banking, securities and tax laws, in regulatory policies and principles, or the interpretation of regulatory capital or other rules;
our ability to attract and retain deposits, including the risk that changes to federal deposit insurance limits or coverage rules, or customer concerns regarding the safety of uninsured deposits, could adversely affect deposit stability;
our ability to control operating costs and expenses;
use of estimates in determining the fair value of certain of our assets and liabilities, which may prove incorrect;
staffing fluctuations in response to product demand or corporate implementation strategies;
the effectiveness of our risk management framework;
vulnerabilities in information systems or third-party service providers, including disruptions, breaches, or cyberattacks;
our ability to adapt to rapid technological changes, including advancements in artificial intelligence (“AI”), digital banking platforms, and cybersecurity;
risks associated with the use of AI in credit underwriting, customer service, and operations, including model error, algorithmic bias, regulatory scrutiny under fair lending laws, and reliance on third-party AI providers;
risks associated with dependence on the members of our senior management team and our ability to attract, motivate and retain qualified personnel;
costs and effects of litigation, including settlements and judgments;
our ability to implement our business strategies, including expectations regarding key growth initiatives and strategic priorities;
liquidity issues, including our ability to borrow funds or raise additional capital, if needed or desired;
the loss of our large loan and deposit relationships;
increased competitive pressures, including repricing and competitors’ pricing initiatives, and their impact on our market position and our loan and deposit products;
changes in consumer spending, borrowing and savings habits;
the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions;
our ability to pay dividends on our common stock;
the quality and composition of our securities portfolio and the impact of any adverse changes in the securities markets;

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the inability of key third-party providers to perform their obligations;
changes in accounting principles, policies or guidelines and practices, as may be adopted by the financial institution regulatory agencies, the Public Company Accounting Oversight Board or the Financial Accounting Standards Board;
environmental, social and governance matters;
geopolitical developments and international conflicts, or the imposition of new or increased tariffs and trade restrictions, which may disrupt financial markets, global supply chains, commodity prices, or economic activity in specific industry sectors;
effects of climate change, severe weather events, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, domestic political unrest and other external events;
other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services; and
risks described in other reports filed with or furnished to the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”) and this Form 10-Q.

In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this report might not occur, and you should not put undue reliance on any forward-looking statements. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to us. We do not undertake and specifically disclaim any obligation to revise any forward-looking statements included in this report or the reasons why actual results could differ from those contained in such statements, whether as a result of new information or to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause our actual results for the remainder of 2026 and beyond to differ materially from those expressed in any forward-looking statements by, or on behalf of,  us and could negatively affect our consolidated financial condition and results of operations as well as our stock price performance.

Executive Overview

General. BayCom is a bank holding company headquartered in Walnut Creek, California. BayCom’s wholly owned banking subsidiary, United Business Bank, provides a broad range of financial services to businesses and business owners as well as individuals through its network of 34 full-service branches at March 31, 2026, with 16 locations in California, one in Nevada, one in Washington, five in New Mexico and 11 in Colorado. BayCom’s business activities generally are limited to passive investment activities and oversight of its investment in the Bank. Accordingly, the information set forth in this report, including the consolidated financial statements and related data, relates primarily to the Bank.

Our principal business objective is to enhance shareholder value and generate consistent earnings growth by expanding our commercial banking franchise through organic growth, strategic loan and deposit transactions, and strategic acqusitons. Since its founding in 2010, growth has been predominantly acquisition-driven, and we have expanded our geographic footprint through ten successful strategic acquisitions. We believe that our selective acquisition of community banks has yielded economies of scale and improved our efficiency. We have also achieved organic growth by leveraging opportunities within the metropolitan and community markets in which we operate. These markets provide significant opportunities to expand our commercial client base, increase interest-earning assets, and enhance market share. We believe our geographic footprint, which now includes the San Francisco Bay Area; the metropolitan markets of Los Angeles, California, Seattle, Washington, Denver, Colorado, and Las Vegas, Nevada; and community markets including Albuquerque, New Mexico, and Custer, Delta, and Grand Counties, Colorado, provides access to low-cost, stable core deposits in community markets that can be used to fund commercial loan growth. We strive to create an enhanced banking experience for our clients by providing a comprehensive suite of sophisticated banking products and services tailored to meet their needs, while delivering the high-quality, relationship-based client service associated with a community bank. At March 31, 2026, on a consolidated basis, the Company had approximately $2.6 billion in total assets, $2.0 billion in total loans, $2.3 billion in total deposits and $344.0 million in shareholders’ equity.

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We continue to focus on growing our commercial loan portfolios through acquisitions as well as organic growth. At March 31, 2026, our $2.0 billion total loan portfolio included $204.2 million, or 10.2%, of loans acquired through business combinations (all of which were recorded to their estimated fair values at the time of acquisition), and the remaining $1.8 billion, or 89.8%, consisted of loans we originated or purchased not as part of a business combination.

The profitability of our operations depends primarily on our net interest income after provision for credit losses, which is the difference between interest earned on interest earning assets and interest paid on interest bearing liabilities less provision for credit losses. Our net income is also affected by other factors, including the provision for credit losses on loans, noninterest income and noninterest expense.

Set forth below is a discussion of the primary factors affecting our results of operations:

Net interest income. Net interest income represents interest income less interest expense. We generate interest income from interest and fees received on interest earning assets, including loans and investment securities and dividends on Federal Home Loan Bank of San Francisco (“FHLB”) and Federal Reserve Bank of San Francisco (“FRB”) stock we own. We incur interest expense from interest paid on interest bearing liabilities, including interest bearing deposits and borrowings. To evaluate net interest income, we measure and monitor: (i) yields on our loans and other interest earning assets; (ii) the costs of our deposits and other funding sources; (iii) our net interest margin; and (iv) the regulatory risk weighting associated with our assets. Net interest margin is calculated as the annualized net interest income divided by average interest earning assets. Because noninterest bearing sources of funds, such as noninterest bearing deposits and shareholders’ equity, also fund interest earning assets, net interest margin reflects the benefit of these noninterest bearing sources.

Changes in market interest rates, the slope of the yield curve, and the rates we earn on interest earning assets or pay on interest bearing liabilities have a significant impact on our net interest spread, net interest margin and net interest income. During 2025, the Federal Open Market Committee of the Federal Reserve (“FOMC”) lowered the target range for the federal funds rate in response to continued moderation in inflation and evolving economic conditions. The FOMC reduced the target range by 75 basis points, from 4.25%–4.50% at December 31, 2024, to 3.50%–4.25% by year-end 2025, where it remained as of March 31, 2026. All reductions occurred between September and December 2025. Correspondingly, the prime rate, which generally moves in relation to the federal funds rate, was approximately 6.75% at March 31, 2026. These rate levels influenced both asset yields and funding costs during the first quarter of 2026. Net interest income increased $2.3 million, or 10.1%, to $25.2 million for the three months ended March 31, 2026, compared to the same period in 2025, driven primarily by growth in loan interest income and higher FHLB dividend income, partially offset by a decrease in interest income on investment securities and interest-bearing balances. Total interest expense decreased $412,000, or 4.2%, primarily reflecting the full redemption of the Company’s subordinated notes in the third quarter of 2025, partially offset by higher deposit interest expense and increased junior subordinated debenture expense. Additional details regarding net interest income are discussed below.

Noninterest income. Noninterest income consists of, among other things: (i) service charges on loans and deposits; (ii) gain on sale of loans; (iii) gain (loss) on equity securities; and (iv) other noninterest income. Gain on sale of loans includes income (or losses) from the sale of the guaranteed portion of Small Business Administration (“SBA”) loans, capitalized loan servicing rights and other related income.

Provision for credit losses. We have established an allowance for credit losses by charging amounts to provision for credit losses at a level required to reflect estimated credit losses in the loan and available-for sale investment securities portfolios. For loans, management considers many factors, including, among others, historical loss experience, types and amounts of loans in the portfolio and adverse situations that may affect borrowers’ ability to repay. See “Critical Accounting Policies and Estimates - Allowance for Credit Losses” for a description of the manner in which the provision for credit losses is established.

For investments, the Company evaluates available-for-sale debt securities in an unrealized loss position to determine whether the decline in the fair value below the amortized cost basis is due to credit-related factors or noncredit-related factors. Such situations may result from either a decline in the financial condition of the issuing entity or, in the case of fixed interest rate investments, from rising interest rates. In making this assessment, management considers the length of time and the extent to which fair value is less than amortized cost, the nature of the security, the underlying

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collateral, and the financial condition and prospects of the issuer, among other factors. This assessment also includes a determination of whether the Company intends to sell the security, or if it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis less any current-period credit losses. If the present value of the cash flows expected to be collected from the security is less than the amortized cost basis of the security, a credit loss exists and an allowance for credit losses for available-for-sale securities is recorded for the credit loss, limited by the amount that the fair value is less than the amortized costs basis. Any impairment that has not been recorded through an allowance for credit losses for available-for-sale securities is recognized in other comprehensive income. Changes in the allowance for credit losses for available-for-sale securities are recorded as provision for (or reversal of) credit loss. Losses are charged against the allowance for credit losses for available-for-sale securities, with a corresponding adjustment to the security's amortized cost basis, when management believes the uncollectibility of an available-for-sale security is confirmed or when either criteria regarding intent or requirement to sell is met.

Noninterest expense. Noninterest expense includes, among other things: (i) salaries and related benefits; (ii) occupancy and equipment expense; (iii) data processing expense; (iv) Federal Deposit Insurance Corporation (“FDIC”) and state assessments; (v) outside and professional services; and (vi) other general and administrative expenses, including amortization of intangible assets. Salaries and related benefits include compensation, employee benefits and employment tax expenses for our personnel. Occupancy and equipment expense includes depreciation expense on our owned properties and equipment, lease expense on our leased properties and other occupancy-related expenses. Data processing expense includes fees paid to our third-party data processing system provider and other data service providers. FDIC and state assessments expense represents the assessments that we pay to the FDIC for deposit insurance and other regulatory costs to various states. Outside and professional fees include legal, accounting, consulting and other outsourcing arrangements. Amortization of intangibles represents the amortization of our core deposit intangible from various acquisitions. Other general and administrative expenses include expenses associated with travel, meals, training, supplies and postage.

Critical Accounting Policies and Estimates

Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) and to general practices within the banking industry. To prepare financial statements and interim financial statements in conformity with GAAP, management makes estimates, assumptions and judgments based on available information. These estimates, assumptions and judgments affect the amounts reported in the financial statements and accompanying notes and are based on information available as of the dates of the financial statements. As this information changes, actual results could differ from the estimates, assumptions and judgments reflected in the financial statements. In particular, management has identified several accounting policies that, due to the estimates, assumptions and judgments inherent in those policies, are critical in understanding our financial statements.

These critical accounting policies and estimates include determining the allowance for credit losses and related provision.

There have been no material changes in the Company’s critical accounting policies and estimates as previously disclosed in the Company’s 2025 Annual Report. For a detailed discussion, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in the Company’s 2025 Annual Report, which was filed with the SEC on March 16, 2026.

Comparison of Financial Condition at March 31, 2026 and December 31, 2025

Total assets. Total assets increased $54.9 million, or 2.1%, to $2.6 billion at March 31, 2026, from December 31, 2025. The increase primarily was due to a $99.4 million, or 48.1%, increase in cash and cash equivalents and a $9.7 million, or 5.4%, increase in investment securities available-for-sale, at fair value, partially offset by a $55.1 million, or 2.7%, decrease in loans receivable, net.

Cash and cash equivalents.  Cash and cash equivalents increased $99.4 million, or 48.1%, to $305.9 million at March 31, 2026, from $206.5 million at December 31, 2025. The increase primarily was due to a $107.6 million increase in federal funds sold due repayments on loans outpacing loan growth and an increase in deposits.

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Investment securities available-for-sale.  Investment securities available-for-sale increased $9.7 million, or 5.4%, to $189.4 million at March 31, 2026 from $179.7 million at December 31, 2025. The increase was primarily attributable to purchases of investment securities, partially offset by routine maturities, principal repayments, and calls of investment securities, and to a lesser extent downward fair value adjustments related to unrealized losses on investment securities available-for-sale.

The following table sets forth certain information regarding contractual maturities and the weighted average yields of our available for sale investment securities as of March 31, 2026. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. The weighted average yields were calculated by multiplying each carrying value by its yield and dividing the sum of these results by the total carrying values. Yields on tax-exempt investments are not calculated on a fully tax equivalent basis.

Amount Due or Repricing Within:

One Year

Over One

Over Five

Over

or Less

to Five Years

to Ten Years

Ten Years

Total

Weighted

Weighted

Weighted

Weighted

Weighted

Amortized

Average

Amortized

Average

Amortized

Average

Amortized

Average

Amortized

Average

  ​ ​ ​

Cost

  ​ ​ ​

Yield

  ​ ​ ​

Cost

  ​ ​ ​

Yield

  ​ ​ ​

Cost

  ​ ​ ​

Yield

  ​ ​ ​

Cost

  ​ ​ ​

Yield

  ​ ​ ​

Cost

  ​ ​ ​

Yield

(Dollars in thousands)

Municipal securities

$

1,236

1.45

8,887

1.62

6,010

3.30

9,858

4.57

%

$

25,991

3.12

%

Mortgage-backed securities

11

2.52

5,301

1.65

8,489

3.06

47,156

5.16

60,957

4.57

Collateralized mortgage obligations

1,151

4.43

2,226

2.38

1,738

1.93

39,021

4.08

44,136

3.92

SBA securities

3

3.88

1,775

4.06

827

5.31

2,605

4.46

ABS securities

1,616

4.70

1,616

4.70

Corporate bonds

3,000

5.00

1,500

7.80

57,603

4.50

750

3.37

62,853

4.59

Total

$

5,398

4.06

%

$

17,917

2.24

%

$

75,615

4.17

%

$

99,228

4.66

%

$

198,158

4.24

%

Equity securities.  Equity securities increased $58,000, or 0.5%, to $12.6 million at March 31, 2026 from $12.6 million at December 31, 2025, primarily due to mark-to-market adjustments recorded during the three months ended March 31, 2026.

Loans receivable, net.  We originate a wide variety of loans with a focus on commercial real estate (“CRE”) loans and commercial and industrial loans. Total loans decreased $55.1 million, or 2.7%, to $2.0 billion at March 31, 2026 from $2.1 billion at December 31, 2025. The decrease was due to $90.5 million of loan repayments, partially offset by $34.7 million of new loan originations and $3.2 million of loan purchases. During the current quarter, the Company sold loans totaling $2.4 million, of which $919,000 were nonperforming assets.

The following table provides information about our loan portfolio by type of loan, with purchase credit deteriorated (“PCD”) loans presented as a separate balance, at the dates presented.

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March 31, 

December 31, 

 

2026

2025

% Change

 

(Dollars in thousands)

 

Commercial and industrial

  ​ ​ ​

$

167,311

  ​ ​ ​

$

175,409

  ​ ​ ​

(4.6)

%

Real estate:

 

  ​

 

  ​

Residential

 

111,443

 

113,143

 

(1.5)

Multifamily residential

 

310,210

 

309,331

 

0.3

Owner occupied CRE

 

483,342

 

500,419

 

(3.4)

Non-owner occupied CRE

 

914,221

 

940,469

 

(2.8)

Construction and land

 

10,137

 

8,958

 

13.2

Total real estate

 

1,829,353

 

1,872,320

(2.3)

Consumer

 

1,292

 

1,175

10.0

PCD loans

 

12,798

 

16,788

(23.8)

Total Loans

 

2,010,754

 

2,065,692

(2.7)

Net deferred loan fees

 

528

 

644

(18.0)

Allowance for credit losses

 

(20,600)

 

(21,210)

(2.9)

Loans, net

$

1,990,682

$

2,045,126

(2.7)

%

The following table shows as of March 31, 2026, the geographic distribution of our loan portfolio, by type of loan, in dollar amounts and percentages:

San Francisco Bay

Total in State of

 

Area (1)

Other California (2)

California

All Other States (3)

Total

 

% of

% of

% of

% of

% of

 

Total in

Total in

Total in

Total in

Total in

 

Amount

Category

Amount

Category

Amount

Category

Amount

Category

Amount

Category

 

 

(Dollars in thousands)

March 31, 2026

  ​ ​ ​

  ​

  ​ ​ ​

  ​

  ​ ​ ​

  ​

  ​ ​ ​

  ​

  ​ ​ ​

  ​

  ​ ​ ​

  ​

  ​ ​ ​

  ​

  ​ ​ ​

  ​

  ​ ​ ​

  ​

  ​ ​ ​

  ​

Commercial and industrial

$

28,274

 

7.2

%  

$

60,922

 

6.9

%  

$

89,196

 

7.0

%  

$

78,115

 

10.6

%  

$

167,311

 

8.3

%

Real estate:

 

 

  ​

 

 

  ​

 

  ​

 

  ​

 

 

  ​

 

  ​

 

  ​

Residential

 

12,203

 

3.1

 

50,222

 

5.7

 

62,425

 

4.9

 

49,050

 

6.7

 

111,475

 

5.5

Multifamily residential

 

64,233

 

16.4

 

170,138

 

19.3

 

234,371

 

18.4

 

76,813

 

10.4

 

311,184

 

15.5

Owner occupied CRE

 

138,101

 

35.2

 

279,680

 

31.7

 

417,781

 

32.8

 

71,291

 

9.7

 

489,072

 

24.3

Non-owner occupied CRE

 

149,838

 

38.2

 

312,397

 

35.4

 

462,235

 

36.2

 

458,048

 

62.3

 

920,283

 

45.8

Construction and land

 

 

 

9,522

 

1.1

 

9,522

 

0.7

 

615

 

0.1

 

10,137

 

0.5

Total real estate

 

364,375

 

 

821,959

 

 

1,186,334

 

 

655,817

 

 

1,842,151

 

Consumer

 

42

 

%  

 

2

 

%  

 

44

 

%  

 

1,248

 

0.2

%  

 

1,292

 

0.1

%

Total loans

$

392,691

$

882,883

$

1,275,574

 

  ​

$

735,180

 

  ​

$

2,010,754

 

  ​

December 31, 2025

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

Commercial and industrial

$

30,421

7.6

%

$

66,697

7.4

%

$

97,118

7.4

%

$

78,291

10.3

%

$

175,409

8.5

%

Real estate:

Residential

11,625

2.9

50,603

5.6

$

62,228

4.8

50,958

6.7

113,186

5.5

Multifamily residential

64,813

16.1

170,570

18.9

235,383

18.0

74,944

9.8

310,327

15.0

Owner occupied CRE

143,624

35.7

292,914

32.5

436,538

33.5

69,661

9.1

506,199

24.5

Non-owner occupied CRE

151,619

35.7

312,832

34.7

464,451

35.6

485,987

63.8

950,438

46.0

Construction and land

8,408

0.9

8,408

0.6

550

0.1

8,958

0.4

Total real estate

371,681

835,327

1,207,008

682,100

1,889,108

Consumer

43

%

1

%

 

44

%

1,131

0.1

%

1,175

0.1

%

Total loans

$

402,145

$

902,025

$

1,304,170

 

  ​

$

761,522

 

  ​

$

2,065,692

 

  ​

(1)Includes Alameda, Contra Costa, Solano, Sonoma, Marin, San Francisco, San Mateo and Santa Clara counties.
(2)Includes loans in Sacramento and Northern California counties totaling $92.2 million and loans in Los Angeles and Orange counties totaling $590.3 million at March 31, 2026. At December 31, 2025, loans in Sacramento and Northern California counties and loans in Los Angeles and Orange counties totaled $92.3 million and $601.5 million, respectively.
(3)Includes loans primarily in the states of Colorado, Nevada, New Mexico and Washington and other states. At March 31, 2026, loans in Colorado, Nevada, New Mexico, Washington and other states totaled $119.4 million, $47.7 million, $72.8 million, $88.4 million and $454.6 million, respectively. At December 31, 2025, loans in Colorado, Nevada, New Mexico, Washington and other states totaled $132.2 million, $44.5 million, $69.6 million, $89.9 million, and $425.3 million respectively.

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Acquired loans. As of March 31, 2026, our total loan portfolio included $204.2 million, or 10.2%, of loans acquired through business combinations (all of which were recorded at their estimated fair values as of the time of acquisition), of which $108.4 million had no remaining net premium or discount.

As of March 31, 2026, acquired non-PCD loans totaled $96.6 million, with a remaining net premium of $1.3 million, compared to $121.1 million with a remaining net premium of $397,000 as of December 31, 2025. The net premium for acquired non-PCD loans includes a credit discount based on estimated losses in the acquired loans, partially offset by any premium based on market interest rates on the date of acquisition.

As of March 31, 2026, acquired PCD loans totaled $12.1 million, with a remaining net non-credit discount of $648,000, compared to $16.1 million with a remaining net non-credit discount of $1.2 million as of December 31, 2025.

Nonperforming assets and loans.  Nonperforming assets generally consist of nonperforming loans and other real estate owned (“OREO”). Nonperforming loans include nonaccrual loans and accruing loans 90 days or more past due. Nonperforming assets increased $3.2 million to $16.7 million, or 0.83% of total loans, at March 31, 2026, compared to $13.4 million, or 0.65% of total loans, at December 31, 2025. The Company held no OREO at either date.

Nonperforming loans totaled $16.7 million, or 0.83% of total loans, at March 31, 2026, compared to $13.4 million, or 0.65% of total loans, at December 31, 2025. The increase from the prior quarter-end was primarily due to one $4.9 million commercial real estate loan being placed on nonaccrual during the current quarter, partially offset by payoffs of five nonaccrual loans totaling $1.6 million. The majority of nonperforming loans remain concentrated in the commercial real estate portfolio, while consumer and other commercial loans continue to exhibit low levels of delinquencies. At March 31, 2026, nonaccrual loans included $7.0 million of loans 30–89 days past due and $6.3 million of loans less than 30 days past due. The $7.0 million of loans 30-89 days past due consisted of four loans and the $6.3 million of nonaccrual loans less than 30 days past due consisted of 15 loans, all of which were placed on nonaccrual due to borrower-specific financial concerns, indicators of credit deterioration, and other credit related factors, which provided reasonable doubt about the full collectability of principal and interest, rather than delinquency. At December 31, 2025, nonaccrual loans included $562,000 of loans 30–89 days past due and $9.4 million of loans less than 30 days past due. At December 31, 2025, the $9.4 million of loans less than 30 days past due was comprised of 15 loans all of which were placed on nonaccrual due to concerns over the financial condition of the borrowers.  

Of the nonperforming loans at March 31, 2026, approximately $932,000 were guaranteed by governmental agencies, compared to $1.7 million at December 31, 2025. The decrease in government-guaranteed nonaccrual loans during this period reflects the pay-off of one nonaccrual loan during the current quarter.

In general, loans are placed on nonaccrual status after being contractually delinquent for more than 90 days, or earlier, if management believes full collection of future principal and interest on a timely basis is unlikely. When a loan is placed on nonaccrual status, all interest accrued but not received is charged against interest income. When the ability to fully collect nonaccrual loan principal is in doubt, cash payments received are applied against the principal balance of the loan until such time as full collection of the remaining recorded balance is expected. Interest received on such loans is recognized as interest income when received. A nonaccrual loan is restored to an accrual basis when principal and interest payments are brought current, and full payment of principal and interest is probable. Loans that are well secured and in the process of collection will remain on accrual status.

Loans may be acquired at a premium or discount to par value, in which case the premium is amortized (subtracted from) or accreted (added to) interest income over the remaining life of the loan. Generally, over time, the effects of loan discount accretion and loan premium amortization decrease as the purchased loans mature or pay off before maturity. Upon the payoff of a loan before maturity, any remaining (unaccreted) discount or (unamortized) premium is immediately taken into interest income; as loan payoffs may vary significantly from quarter to quarter, so may the impact of discount accretion and premium amortization on interest income.

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Modified loans to borrowers experiencing financial difficulty. Occasionally, the Company offers modifications of loans to borrowers experiencing financial difficulty by providing principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions or any combination of these. When principal is forgiven, the amount of the forgiveness is charged-off against the allowance for credit losses for loans. Upon the Company’s subsequent determination that a modified loan (or a portion thereof) is uncollectible, the loan (or portion thereof) is charged off. The amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses for loans is adjusted by the same amount.

Modified loans to borrowers experiencing financial difficulty as of March 31, 2026 and December 31, 2025, totaled $1.2 million and $1.4 million, respectively. All such modified loans were on nonaccrual status as of each respective reporting date. Modified loans that are accruing and performing in accordance with their modified terms are not classified as nonperforming loans because they continue to accrue interest and demonstrate satisfactory payment performance despite their modified terms. There were no such modified loans at March 31, 2026 and December 31, 2025. At both March 31, 2026 and December 31, 2025, individually evaluated modified loans to borrowers experiencing financial difficulty had no related allowance.

The following table provides information regarding nonperforming loans, nonperforming assets and modified loans as of the dates indicated:

March 31, 

December 31, 

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

(Dollars in thousands)

Loans accounted for on a nonaccrual basis:

Commercial and industrial

$

895

$

839

Real estate:

Residential

687

716

Multifamily residential

Owner occupied CRE

7,877

4,513

Non-owner occupied CRE

7,222

7,375

Construction and land

Total real estate

15,786

12,604

Consumer

Total nonaccrual loans

16,681

13,443

Accruing loans 90 days or more past due

Total nonperforming loans

16,681

13,443

Real estate owned

Total nonperforming assets (1)

$

16,681

$

13,443

Performing modified loans to borrowers experiencing financial difficulty – performing

$

$

PCD loans

$

12,798

$

16,788

Nonperforming assets to total assets (1)

0.63

%

0.52

%

Nonperforming loans to total loans (1)

0.83

%

0.65

%

(1)  

Performing modified loans to borrowers experiencing financial difficulty are neither included in nonperforming loans above nor are they included in the numerators used to calculate these ratios. PCD loans are considered performing and are not included in nonperforming assets in the table above.

Interest foregone on nonaccrual loans was approximately $200,000 and $269,000 for the three months ended March 31, 2026 and 2025, respectively. Interest income recognized on nonaccrual loans was approximately $140,000 and $35,000 for the three months ended March 31, 2026 and 2025, respectively.

Allowance for credit losses for loans.  The allowance for credit losses is determined by the Company on a quarterly basis, although management monitors the appropriate level of the allowance more frequently. We assess the allowance for credit losses based on three categories: (i) originated loans, (ii) acquired non-PCD loans, and (iii) acquired

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PCD loans. The allowance for credit losses reflects management’s estimate of current expected credit losses inherent in the loan portfolios. The computation includes elements of judgment and high levels of subjectivity.

At March 31, 2026, the Company’s allowance for credit losses for loans was $20.6 million, or 1.02% of total loans, compared to $21.2 million, or 1.03% of total loans, at December 31, 2025. Management currently believes that the allowance for credit losses at March 31, 2026 is adequate to absorb expected credit losses inherent in the Company’s loan portfolio. No assurance can be given, however, that adverse economic conditions or other circumstances will not result in increased losses in the portfolio.

The decrease in the allowance for credit losses at March 31, 2026 compared to December 31, 2025, was primarily attributable to a decrease in the reserve for pooled loans due to lower loan balances, partially offset by changes in macroeconomic forecasts, including lower forecasted unemployment and an improved national gross domestic product outlook. In addition, there was an $82,000 decrease in the reserve for individually evaluated loans during the current quarter. Qualitative risk factor classifications remained unchanged during the current quarter.

Net charge-offs were $15,000 for the three months ended March 31, 2026, compared to net charge-offs of $102,000 for the three months ended March 31, 2025.

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Table of Contents

The following table presents certain credit ratios at the dates and for the periods indicated and each component of the ratio’s calculations:

Three months ended March 31,

  ​ ​ ​

2026

  ​ ​ ​

2025

(Dollars in thousands)

Allowance for credit losses on loans as a percentage of total loans outstanding at period end

1.02

%

0.94

%

Allowance for credit losses on loans

$

20,600

$

18,500

Total loans outstanding

2,011,282

1,966,668

Nonaccrual loans as a percentage of total loans outstanding at period end

0.83

%

0.50

%

Total nonaccrual loans

$

16,681

$

9,834

Total loans outstanding

2,011,282

1,966,668

Allowance for credit losses on loans as a percentage of nonaccrual loans at period end

123.49

%

188.12

%

Allowance for credit losses on loans

$

20,600

$

18,500

Total nonaccrual loans

16,681

9,834

Net charge-offs during period to average loans outstanding:

Commercial and industrial:

(0.00)

%

0.05

%

Net (recoveries) charge-offs

$

(2)

$

98

Average loans outstanding

177,162

179,071

Construction and land:

%

%

Net charge-offs

$

$

Average loans outstanding

13,531

4,913

Commercial real estate:

0.00

%

%

Net charge-offs

$

16

$

Average loans outstanding

1,736,790

1,659,779

Residential:

%

%

Net charge-offs

$

$

Average loans outstanding

112,523

107,920

Consumer:

0.08

%

0.76

%

Net charge-offs

$

1

$

4

Average loans outstanding

1,114

523

Total loans:

0.00

%

0.01

%

Total net charge-offs

$

15

$

102

Total average loans outstanding

2,041,119

1,952,206

As of March 31, 2026, the Company individually evaluated $15.1 million in loans, of which $4.4 million had a specific allowance totaling $1.3 million as of March 31, 2026. As of December 31, 2025, the Company individually evaluated $14.9 million in loans, of which $4.5 million had a specific allowance totaling $1.4 million.

Management considers the allowance for credit losses for loans at March 31, 2026 to be adequate to cover expected credit losses inherent in the loan portfolio based on the assessment of current portfolio performance, historical loss experience, and relevant qualitative and quantitative factors, including current economic conditions and reasonable and supportable forecasts. While management believes the estimates and assumptions used in determining the adequacy of the allowance are reasonable, actual credit losses may differ from those expected. Changes in economic conditions, borrower performance, or other factors could result in actual losses exceeding the current allowance, which could adversely affect the Company’s financial condition and results of operations. In addition, the methodology, assumptions, and judgments used in determining the allowance for credit losses is subject to review by bank regulators, as part of their routine examination process, which may result in adjustments to the provision for credit losses based upon information available to them at the time of their examination.

Deposits.  Deposits are our primary source of funding and generally consist of core deposits from the communities served by our branch and office locations. We offer a variety of deposit accounts with a competitive range of interest rates and terms to both consumers and businesses. Deposits include interest bearing and noninterest bearing demand accounts,

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savings accounts, money market accounts, certificates of deposit and individual retirement accounts. These accounts earn interest at rates established by management based on competitive market factors, management’s desire to increase certain product types or maturities, and consistent with our asset/liability, liquidity and profitability objectives. Competitive products, competitive pricing and high touch client service are important to attracting and retaining these deposits.

Total deposits increased $51.8 million, or 2.3%, to $2.3 billion at March 31, 2026, compared to December 31, 2025. At March 31, 2026, noninterest-bearing demand deposits totaled $609.2 million, or 26.9% of total deposits, compared to $578.1 million, or 26.1% of total deposits, at December 31, 2025, representing an increase of $31.2 million. From December 31, 2025 to March 31, 2026, interest-bearing deposits generally increased, with time deposits increasing $19.9 million, money market accounts increasing $13.3 million, and savings accounts increasing $905,000. By contrast, NOW accounts declined $13.6 million during the same period. Time deposits included no brokered deposits as of March 31, 2026, and December 31, 2025.

The overall increase in total deposits from December 31, 2025 primarily reflects noninterest-bearing demand deposit growth, partially offset by a decline in NOW accounts. In addition, the increase in money market and time deposits was driven by growth, and to a lesser extent a shift in deposit composition reflecting continued customer migration toward interest-bearing products in response to the prevailing rate environment. Management continues to monitor deposit mix and pricing strategies in the context of funding costs, liquidity needs, and interest rate risk.

We consider our deposit base to be seasoned, stable and well-diversified, and we do not have any significant industry concentrations among our non-insured deposits. We also offer our customers the ability to place deposits in Certificate of Deposit Account Registry Service (“CDARS”) and Insured Cash Sweep (“ICS”) money market product services via the IntraFi Network, to insure deposits above FDIC insurance limits. At March 31, 2026, our average deposit account size (excluding public funds), calculated by dividing period-end deposits by the population of accounts with balances, was approximately $63,000. See “Note 17 – Commitments and Contingencies” of the Notes to Condensed Consolidated Financial Statements in this Form 10-Q for information regarding our top ten depositors.

The following table sets forth the dollar amount of deposits in the various types of deposit programs offered at the dates indicated.

March 31, 

December 31, 

 

2026

2025

% Change

 

(Dollars in thousands)

 

Demand deposits (1)

  ​ ​ ​

$

609,226

  ​ ​ ​

$

578,068

  ​ ​ ​

5.4

%

NOW accounts

 

251,401

 

264,967

 

(5.1)

Saving

72,071

71,166

1.3

Money market

 

745,570

 

732,256

 

1.8

Time deposits

 

587,122

 

567,183

 

3.5

Total

$

2,265,390

$

2,213,640

 

2.3

%

(1)Noninterest-bearing.

Borrowings.  Although deposits are our primary source of funds, we may from time to time utilize borrowings as a cost-effective source of funds when they can be invested at a positive interest rate spread, for additional capacity to fund loan demand or to meet our asset/liability management goals. We are a member of and may obtain advances from the FHLB of San Francisco, which is part of the Federal Home Loan Bank System. The eleven regional Federal Home Loan Banks provide a central credit facility for their member institutions. These advances are provided upon the security of certain of our mortgage loans and mortgage-backed securities. These advances may be made pursuant to several different credit programs, each of which has its own interest rate, range of maturities and call features. 

At March 31, 2026 and December 31, 2025, we could borrow up to $599.3 million and $580.7 million, respectively, from the FHLB of San Francisco. At both March 31, 2026 and December 31, 2025, there were no FHLB advances outstanding.

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At March 31, 2026 and December 31, 2025, we could borrow up to $43.4 million and $49.3 million, respectively, from the FRB of San Francisco. At both March 31, 2026 and December 31, 2025, there were no FRB advances outstanding.

At both March 31, 2026 and December 31, 2025, we had a total of $65.0 million in federal funds lines available from third-party correspondent banks and no balances outstanding at these dates.

At both March 31, 2026 and December 31, 2025, the Company had outstanding junior subordinated deferrable interest debentures, net of fair value adjustments, assumed in connection with its previous acquisitions totaling $5.9 million and $8.7 million, respectively. The decrease reflects the redemption of one debenture during the first quarter of 2026.

At both March 31, 2026 and December 31, 2025, the Company had no outstanding subordinated debt.

We are required to provide collateral for certain local agency deposits. At both March 31, 2026 and December 31, 2025, the FHLB of San Francisco had issued letters of credit on behalf of the Bank totaling $42.1 million and $41.6 million, respectively, as collateral for local agency deposits.

Shareholders’ equity. Shareholders’ equity increased $5.4 million, to $344.0 million at March 31, 2026 from $338.6 million at December 31, 2025. The increase in shareholders’ equity primarily was due to $8.2 million of net income earned during the first quarter of 2026 and $340,000 of other comprehensive income, net of taxes, related mainly to changes in unrealized gains on available-for-sale securities. These items were partially offset by $3.3 million of accrued cash dividends. During the three months ended March 31, 2026, the Company did not repurchase any shares of common stock, compared to the repurchase of $1.3 million of common stock during the three months ended March 31, 2025. For additional information see Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds.”

Comparison of Results of Operations for the Three months Ended March 31, 2026 and 2025

Earnings summary.  Net income was $8.2 million for the three months ended March 31, 2026, compared to $5.7 million for the three months ended March 31, 2025, an increase of $2.5 million or 43.5%. The increase was primarily as a result of a $2.3 million increase in net interest income and a $1.3 million favorable change in the provision for credit losses, reflecting a net recovery in the current quarter compared to a $642,000 provision in the prior-year quarter, as well as a $105,000 increase in noninterest income. These changes were partially offset by a $517,000 increase in noninterest expense and a $738,000 increase in the provision for income taxes. Basic and diluted earnings per share were $0.75 for the three months ended March 31, 2026, compared to $0.51 for the three months ended March 31, 2025.

Our efficiency ratio, which is calculated by dividing noninterest expense by the sum of net interest income before provision for credit losses and noninterest income, was 61.73% and 65.74% for the three months ended March 31, 2026, and 2025, respectively. The improvement in the efficiency ratio for the current quarter was primarily driven by higher net interest income.

Interest income.  Interest income for the three months ended March 31, 2026 was $34.6 million, compared to $32.6 million for the three months ended March 31, 2025, an increase of $1.9 million or 5.8%. Increased yields earned on interest-earning assets, along with an increase in the average balance of loans, were the primary drivers of the increase in interest income, partially offset by decreases in the average balances of investment securities and fed funds sold and interest-bearing balances in banks.  

Interest income on loans, including fees, increased $2.4 million, or 8.9%, to $29.6 million for the three months ended March 31, 2026 from $27.1 million for the three months ended March 31, 2025, due to an $89.2 million increase in the average balance of loans and a 23 basis point increase in the average loan yield. The average balance of loans was $2.0 billion for the first quarter of 2026, up 4.6% compared to the first quarter of 2025. The average yield on loans was 5.87% for the first quarter of 2026, compared to 5.64% for the first quarter of 2025. The increase in the average yield on loans reflected increased rates on variable rate loans, as well as new loans being originated at higher market interest rates.

Interest income on loans for the three months ended March 31, 2026 and 2025 included $600,000 and $215,000 in accretion of the net discount on acquired loans. During the current quarter, one $4.0 million acquired commercial real

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estate loan paid off, resulting in $555,000 of discount accretion and recovery of interest of $610,000. Accretion of the net discount and recovery of interest positively impacted the average loan yield by 11 and 12 basis points, respectively during the current quarter, compared to minimal impact during the first quarter of 2025. Remaining net discounts on these acquired loans totaled $649,000 and $223,000 at March 31, 2026 and 2025, respectively. The combined approximately $1.2 million of discount accretion and interest recovery recognized during the current quarter as a result of the $4.0 million single loan payoff is non-recurring in nature. With only $649,000 of remaining net discount available for future accretion, the contribution of acquired loan accretion to loan yields and net interest margin is expected to be minimal in future periods. Additionally, interest income on loans for the three months ended March 31, 2026 and 2025, included $17,000 and $162,000, respectively, in fees related to prepayment penalties.

Interest income on investment securities decreased $322,000, or 13.1%, to $2.1 million for the three months ended March 31, 2026, compared to $2.5 million for the three months ended March 31, 2025, as a result of decreases in the average balance and average yield. The average balance of investment securities totaled $188.2 million for the three months ended March 31, 2026, compared to $210.2 million for the three months ended March 31, 2025. The average yield on investment securities was 4.59% for the three months ended March 31, 2026, compared to 4.73% for the three months ended March 31, 2025. The decreases in the average balance and the average yield from the same quarter a year ago were due to paydowns and calls on higher variable-rate securities and rate resets on variable rate securities. In addition, during the first quarter of 2026, we received $709,000 in cash dividends on our FRB and FHLB stock, including $330,000 in special dividends from the FHLB, compared to $393,000 during the first quarter of 2025. The $330,000 in special dividends received from the FHLB during the current quarter is not expected to recur at a predictable frequency. These special dividends contributed approximately five basis points to the reported net interest margin. Excluding special dividends, FHLB and FRB dividend income would have remained essentially unchanged between periods.

Interest income on federal funds sold and interest-bearing balances in banks decreased $513,000, or 19.4%, to $2.1 million for the three months ended March 31, 2026, compared to $2.6 million for the three months ended March 31, 2025, as a result of decreases in both the average yield and average balance. The average yield decreased 77 basis points to 3.70% for the three months ended March 31, 2026, compared to 4.47% for the three months ended March 31, 2025, reflecting decreases in Federal Reserve policy rates. The average balance of federal funds sold and interest-bearing balance in banks totaled $234.2 million and $240.3 million for the three months ended March 31, 2026 and 2025, respectively.

Interest expense.  Interest expense decreased $412,000, or 4.2%, to $9.4 million for the three months ended March 31, 2026, compared to $9.8 million for the three months ended March 31, 2025. The decrease was primarily due to the Company’s redemption of all outstanding subordinated debt in the first quarter of 2026, which is expected to reduce interest expense by approximately $55,000 per quarter going forward, partially offset by a one-time charge of $222,000 to write off remaining debt issuance costs in connection with the redemption of a junior subordinated debenture during the quarter.

Interest expense on deposits increased $281,000, or 3.2%, to $9.0 million for the three months ended March 31, 2026, compared to $8.7 million for the same period in 2025. The increase was primarily due to growth in average balances of money market and time deposit accounts, partially offset by lower rates paid on those accounts. The average rate paid on money market accounts decreased 17 basis points to 2.14% during the first quarter of 2026, compared to 2.31% in the same period of 2025, and the average rate on time deposits declined 27 basis points to 3.51%, compared to 3.78% for the prior-year period. The average cost of all interest-bearing deposits was 2.21% for the three months ended March 31, 2026, compared to 2.32% for the three months ended March 31, 2025. The overall average cost of deposits was 1.63% for the first quarter of 2026, compared to 1.66% for the first quarter of 2025. The average cost of total interest-bearing liabilities was 2.29% for the first quarter of 2026, compared to 2.49% for the first quarter of 2025. The average balance of interest-bearing deposits was $1.6 billion and $1.5 billion for the three months ended March 31, 2026 and 2025.

Total average interest-bearing liabilities increased $63.2 million, or 4.0%, to $1.7 billion for the three months ended March 31, 2026, compared to $1.6 billion for the three months ended March 31, 2025. The average balance of interest-bearing deposits increased to $1.6 billion for the three months ended March 31, 2026, from $1.5 billion for the same period in 2025. Within this category, the average balance of money market accounts rose $85.1 million, or 13.0%, to $739.9 million, while time deposits increased $53.9 million, or 10.3%, to $576.2 million. In contrast, average balances for savings accounts declined over the same period.

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Table of Contents

The average balance of noninterest-bearing deposits decreased $17.2 million, or 2.9%, to $586.5 million for the three months ended March 31, 2026, compared to $603.7 million for the same period in 2025. This shift in deposit composition from noninterest-bearing demand deposits and savings accounts to interest-bearing time, NOW, and money market accounts reflects continued customer migration toward higher-yielding products in response to prevailing market rates and competitive offerings.

Interest expense on borrowings decreased $693,000, or 64.0%, to $390,000 for the three months ended March 31, 2026, compared to $1.1 million for the three months ended March 31, 2025. The decrease was primarily due to the Company’s redemption of all outstanding subordinated debt in the third quarter of 2025, resulting in lower interest expense. The average cost of total borrowings increased to 19.3% for the three months ended March 31, 2026, compared to 6.1% for the three months ended March 31, 2025. The average cost of borrowings was negatively impacted due to the Company’s redemption of one junior subordinated debenture in the current quarter, which included $222,000 of accelerated amortized debt issuance costs. The average balance of borrowings decreased $64.2 million to $8.2 million during the three months ended March 31, 2026, compared to $72.4 million during the three months ended March 31, 2025.

Net interest income and net interest margin. Net interest income increased $2.3 million, or 10.1%, to $25.2 million for the three months ended March 31, 2026, compared to $22.9 million for the three months ended March 31, 2025. The increase in net interest income primarily reflects increases in interest income on loans, including fees, which rose by $2.4 million or 8.9%, due to higher average balances and yields, and FHLB dividends, and a decrease in interest expense on subordinated debt. These changes were partially offset by decreases in interest income on fed funds sold and interest-bearing balances in banks and on investment securities, which declined by $322,000 or 13.1%. Average interest-earning assets increased $59.9 million, or 2.4%, compared to the first quarter of 2025.

The average annualized yield on interest-earning assets was 5.64% for the three months ended March 31, 2026, representing an 18 basis point increase from 5.46% for the three months ended March 31, 2025. This increase reflects the origination of new loans at higher rates, a special dividend received from the FHLB, accretion of net discount and recovery of interest on payoff of an acquired loan discussed above, partially offset by a lower average yield on interest-bearing balances in banks. The average annualized cost of interest-bearing liabilities was 2.29% for the three months ended March 31, 2026, representing a 20 basis point decrease from 2.49% for the three months ended March 31, 2025. This decrease reflects the payoff of the subordinated debt and lower rates paid on money market and time deposits, reflecting similar market-driven repricing conditions. As a result, the annualized net interest margin increased to 4.11% for the three months ended March 31, 2026, compared to 3.83% for the same period in 2025. The reported net interest margin of 4.11% includes the effects of the following non-recurring items: (i) $555,000 of discount accretion and $610,000 of interest recovery on the payoff of a single acquired CRE loan, together contributing approximately 23 basis points to the net interest margin; (ii) $330,000 of FHLB special dividends, contributing approximately five basis points to the net interest margin; and (iii) $222,000 of accelerated debt issuance cost amortization on junior subordinated debentures, reducing net interest margin by approximately four basis points.

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Table of Contents

Average Balances, Interest and Average Yields/Cost. The following tables present, for the periods indicated, information about (i) average balances, the total dollar amount of interest income from interest earning assets and the resultant average yields; (ii) average balances, the total dollar amount of interest expense on interest-bearing liabilities and the resultant average costs; (iii) net interest income; (iv) the interest rate spread; and (v) net interest margin. Nonaccrual loans have been included in the table as loans carrying a zero yield. Yields have been calculated on a pre-tax basis. Loan yields include the effect of amortization or accretion of deferred loan fees/costs and purchase accounting premiums/discounts to interest and fees on loans.

Three months ended March 31, 

2026

2025

Annualized

Annualized

Average

Average

Average

Average

  ​ ​ ​

Balance(4)

  ​ ​ ​

Interest

  ​ ​ ​

Yield/Cost

  ​ ​ ​

Balance(4)

  ​ ​ ​

Interest

  ​ ​ ​

Yield/Cost

(Dollars in thousands)

Interest earning assets

Fed Funds sold and interest bearing balances in banks

$

234,249

$

2,136

 

3.70

%

$

240,324

$

2,649

 

4.47

%

Investments securities

188,193

 

2,132

 

4.59

%

 

210,242

 

2,454

 

4.73

%

FHLB Stock

11,524

 

584

 

20.56

%

 

11,313

 

249

 

8.92

%

FRB Stock

7,725

 

120

 

6.30

%

 

9,650

 

145

 

6.07

%

Total loans (1)

2,042,084

 

29,578

 

5.87

%

 

1,952,897

 

27,149

 

5.64

%

Total interest earning assets

2,483,775

 

34,550

 

5.64

%  

 

2,424,426

 

32,646

 

5.46

%

Noninterest earning assets

135,083

 

 

 

134,518

 

 

Total average assets

$

2,618,858

 

 

$

2,558,944

 

 

Interest bearing liabilities

 

 

 

 

 

Savings

$

72,460

$ 22

0.12

%  

$

80,734

25

0.13

%

NOW accounts

259,703

 

53

 

0.08

%  

 

262,926

 

59

 

0.09

%

Money market

739,888

 

3,897

 

2.14

%  

 

654,829

 

3,735

 

2.31

%

Time deposits

576,245

 

4,992

 

3.51

%  

 

522,374

 

4,864

 

3.78

%

Total interest bearing deposit accounts

1,648,296

 

8,964

 

2.21

%  

 

1,520,863

 

8,683

 

2.32

%

Subordinated debt, net

%  

63,752

891

5.67

%

Junior subordinated debentures, net

8,196

390

19.29

%  

8,653

192

9.01

%

Other borrowings

 

 

%  

 

 

 

%

Total interest bearing liabilities

1,656,492

 

9,354

 

2.29

%  

 

1,593,268

 

9,766

 

2.49

%

Noninterest bearing deposits

586,459

603,703

Other noninterest bearing liabilities

32,811

32,387

Noninterest bearing liabilities

619,270

 

 

 

636,090

 

 

Total average liabilities

2,275,762

 

 

 

2,229,358

 

 

Average equity

343,096

 

 

 

329,586

 

 

Total average liabilities and equity

$

2,618,858

 

 

$

2,558,944

 

 

Net interest income

 

$

25,196

 

 

$

22,880

 

Interest rate spread (2)

 

 

 

3.35

%  

 

 

 

2.97

%

Net interest margin (3)

 

 

 

4.11

%  

 

 

 

3.83

%

Ratio of average interest earning assets to average interest bearing liabilities

 

 

 

149.94

%  

 

 

 

152.17

%

(1)Loan average balances are net of deferred origination fees and costs. Nonaccrual loans are included in the average balances. Interest income on nonaccruing loans is reflected in the period that it is collected, to the extent it is not applied to principal.
(2)Interest rate spread is calculated as the average rate earned on interest earning assets minus the average rate paid on interest-bearing liabilities.
(3)Net interest margin is calculated as net interest income divided by total average interest earning assets.
(4)Average balances are computed using average daily balances.

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Table of Contents

Rate/Volume Analysis.  Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest earning assets and interest bearing liabilities, as well as changes in weighted average interest rates. The following table sets forth the effects of changing rates and volumes on our net interest income during the periods shown. Information is provided with respect to (i) effects on interest income attributable to changes in volume (changes in volume multiplied by prior rate) and (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume). Changes applicable to both volume and rate have been allocated to volume.

Three months ended March 31,

2026 compared to three months ended March 31, 2025

Increase/(Decrease)

Attributable to

  ​ ​ ​

Rate

  ​ ​ ​

Volume

  ​ ​ ​

Total

(Dollars in thousands)

Interest earning assets

Fed funds sold and interest bearing balances in banks

$

(446)

$

(67)

$

(513)

Investments securities

 

(65)

 

(257)

 

(322)

FHLB stock and FRB stock

 

342

 

(32)

 

310

Total loans

 

1,189

 

1,240

 

2,429

Total interest income

 

1,020

 

884

 

1,904

Interest bearing liabilities

Savings

 

(1)

 

(2)

 

(3)

NOW accounts

 

(5)

 

(1)

 

(6)

Money market accounts

 

(323)

 

485

 

162

Time deposits

 

(374)

 

502

 

128

Total deposit accounts

 

(703)

 

984

 

281

Subordinated debt, net

 

 

(891)

 

(891)

Junior subordinated debentures, net

 

208

 

(10)

 

198

Total interest expense

 

(495)

 

83

 

(412)

Net interest income

$

1,515

$

801

$

2,316

Provision for credit losses. We recorded a reversal of provision for credit losses of $670,000 for the three months ended March 31, 2026, compared to provision of $642,000 for the three months ended March 31, 2025. The reversal of provision for credit losses during the three months ended March 31, 2026, was primarily driven by a decrease in total loans outstanding and, to a lesser extent, decreasing quantitative loss rates due to favorable changes in forecasted economic conditions. We recorded $15,000 in net charge-offs for the first quarter of 2026, compared to $102,000 in net charge-offs for the first quarter of 2025.

Noninterest income. Noninterest income increased $105,000, or 7.3%, to $1.5 million for the first quarter of 2026, compared to $1.4 million for the first quarter of 2025. The increase was primarily due to a $313,000 swing in equity securities, which went from a loss of $255,000 for the three months ended March 31, 2025 to a gain of $58,000 for the three months ended March 31, 2026, and a $194,000 increase in gain on a SBIC fund investment. These changes were  partially offset by a $204,000 decrease in service charges and other fees due to lower customer deposits placed in Certificate of Deposit Account Registry Service (“CDARS”) and Insured Cash Sweep (“ICS”) money market product services via the IntraFi Network, a $102,000 decrease in loan servicing fees and other fees primarily due to a decrease in late charges, and a $75,000 decrease in gain on sale of loans.

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Table of Contents

The following table presents the key components of noninterest income for the periods indicated:

Three months ended March 31, 

 

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

$ Change

  ​ ​ ​

% Change

(Dollars in thousands)

 

Gain on sale of loans

$

123

$

198

$

(75)

(37.9)

%

Gain (loss) on equity securities

58

(255)

313

N/M

Service charges and other fees

 

741

 

945

 

(204)

 

(21.6)

%

Loan servicing and other loan fees

 

287

 

389

 

(102)

 

(26.2)

%

Gain (loss) on investment in SBIC fund

 

85

 

(109)

 

194

 

N/M

Other income and fees

 

251

 

272

 

(21)

 

(7.7)

%

Total noninterest income

$

1,545

$

1,440

$

105

 

7.3

%

N/M - Not meaningful

Noninterest expense. Noninterest expense increased $517,000, or 3.2%, to $16.5 million for the three months ended March 31, 2026, compared to $16.0 million for the three months ended March 31, 2025.  The increase was primarily due to a $914,000 increase in salaries and employee benefits, resulting from higher incentive expense, increased base wages, higher employee insurance claims, and lower deferred salary costs due to lower loan originations, as well as a $185,000 increase in data processing expense due to newly implemented services in 2026 and higher vendor data processing charges. These changes were partially offset by a $573,000 decrease in other expense, primarily due to $450,000 of excess funds being returned to the Bank in the first quarter of 2026 from the CalCAP loss reserve account, while no unused CalCAP funds were returned in the first quarter of 2025, as well as lower legal and professional service costs and reduced deposit premium amortization.

The following table details the components of noninterest expense for the periods indicated:

Three months ended March 31, 

 

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

$ Change

  ​ ​ ​

% Change

(Dollars in thousands)

 

Salaries and employee benefits

$

10,849

$

9,935

$

914

9.2

%

Occupancy and equipment

 

2,127

 

2,136

 

(9)

 

(0.4)

%

Data processing

 

2,038

 

1,853

 

185

 

10.0

%

Other

 

1,492

 

2,065

 

(573)

 

(27.7)

%

Total noninterest expense

$

16,506

$

15,989

$

517

 

3.2

%

Subsequent to March 31, 2026, the Company announced an executive leadership transition that is expected to result in material charges to noninterest expense, including cash severance, equity award acceleration, and continuation of benefits, beginning in the second quarter of 2026. See “Note 19 — Subsequent Events” in the Notes to Condensed Consolidated Financial Statements for additional information.

Income taxes.  The provision for income taxes increased $738,000, or 37.1%, to $2.7 million for the three months ended March 31, 2026, compared to $2.0 million for the three months ended March 31, 2025, due to higher taxable income.

The Company’s effective tax rate was 25.0% and 25.8% for the three months ended March 31, 2026, and 2025, respectively. The effective tax rate decreased for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to true-up adjustments for state apportionment and other adjustments related to the filing of the Company’s 2025 tax return.

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Table of Contents

Liquidity and Capital Resources

Planning for our normal business liquidity needs, both expected and unexpected, is done on a daily and short-term basis through the cash management function. On a longer-term basis, it is accomplished through the budget and strategic planning functions, with support from internal asset/liability management software model projections.

Management maintains a liquidity position that it believes will adequately provide funding for loan demand and deposit run off that may occur in the normal course of business. We rely on multiple sources to meet our potential liquidity needs. Our primary sources of funds are deposits, escrow and custodial deposits, principal and interest payments on loans and proceeds from sales of loans. During the three months ended March 31, 2026, the Bank sold $2.4 million in loan participation interests and received $90.5 million in principal loan repayments. While maturities and scheduled amortizations of loans are generally predictable sources of funds, deposit flows and loan prepayments are greatly influenced by market interest rates, economic conditions, and competition.

Deposits increased $51.8 million to $2.3 billion at March 31, 2026 from $2.2 billion at December 31, 2025 and liquid assets, in the form of cash and cash equivalents, increased $99.4 million to $305.9 million at March 31, 2026 from $206.5 million at December 31, 2025. In addition, investment securities available-for-sale increased $9.7 million to $189.4 million at March 31, 2026 from $179.7 million at December 31, 2025. Management believes that our securities portfolio is of high quality and that the securities would therefore be marketable. Securities purchased during the three months ended March 31, 2026 were $19.7 million, while securities repayments, maturities and sales during that period totaled $10.3 million. Certificates of deposit scheduled to mature in one year or less at March 31, 2026, totaled $503.7 million. It is management’s policy to maintain deposit rates that are competitive with other local financial institutions. Based on this management strategy, we believe that most of our maturing certificates of deposit will remain with us.

In addition to these primary sources of funds, management has several secondary sources available to meet potential funding requirements. As of March 31, 2026, the Bank had an available borrowing capacity of $599.3 million with the FHLB of San Francisco, with no borrowings outstanding at that date or at December 31, 2025. At March 31, 2026, we had the ability to borrow up to $43.4 million from the FRB of San Francisco, with no borrowings outstanding at that date or at December 31, 2025. The Bank also had, as of March 31, 2026, federal funds lines with four correspondent banks, with available commitments totaling $65.0 million. There were no amounts outstanding under these facilities at March 31, 2026 and December 31, 2025. Subject to market conditions, we expect to utilize these borrowing facilities from time to time in the future to fund loan originations and deposit withdrawals, to satisfy other financial commitments, to repay maturing debt and to take advantage of investment opportunities to the extent feasible.

Liquidity management is both a daily and long-term function of the Company’s management. Excess liquidity is generally invested in short-term investments, such as overnight deposits and federal funds. On a longer-term basis, a strategy is maintained of investing in various lending products and investment securities, including U.S. Government obligations and U.S. agency securities. We use our sources of funds primarily to meet our ongoing commitments, to pay maturing deposits and fund withdrawals, and to fund loan commitments. At March 31, 2026, loan commitments and letters of credit totaled $65.4 million, including $194,000 of undisbursed construction and development loan commitments. For information regarding our commitments, see “Note 17 – Commitments and Contingencies” of the Notes to Condensed Consolidated Financial Statements included in “Item 1. Financial Information” of Part I of this report.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, cash flows from investing activities, and cash flows from financing activities. Net cash provided by operating activities for the three months ended March 31, 2026 and 2025 was $7.0 million and $9.3 million, respectively. During the three months ended March 31, 2026, net cash provided by investing activities was $47.0 million, which consisted primarily of a $59.0 million net decrease in loans, reflecting principal repayments and loan sales, and $10.3 million in proceeds from maturities, repayments and calls of investment securities available-for-sale, partially offset by $19.7 million in purchases of investment securities and $3.2 million in loan purchases, compared to $8.6 million of net cash used in investing activities for the three months ended March 31, 2025. Net cash provided by financing activities for the three months ended March 31, 2026 was $45.4 million, which was comprised primarily of a $31.8 million increase in noninterest and interest-bearing deposits and a $19.9 million increase in time deposits, partially offset by $3.3 million in dividend payments to shareholders and $3.1 million in repayment of a junior subordinated debenture, compared to $108.2 million of net cash used in financing activities during the three months ended March 31, 2025. Management believes our capital sources are adequate to meet

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Table of Contents

all reasonably foreseeable short-term and long-term cash requirements. There has not been a material change in our liquidity and capital resources since the information disclosed in our 2025 Annual Report other than set forth above. We are not aware of any reasonably likely material changes in the mix and relative cost of such resources.

BayCom Corp is a separate legal entity from the Bank and must provide for its own liquidity. At March 31, 2026, BayCom Corp had liquid assets of $1.7 million. In addition to its operating expenses, BayCom Corp is responsible for paying to its shareholders any dividends that have been declared, funding stock repurchases, and making payments on its junior subordinated debentures. BayCom Corp can receive dividends and other capital distributions from the Bank, although there are regulatory restrictions on the ability of the Bank to pay dividends and make other capital distributions. BayCom Corp’s liquidity needs are primarily met through dividends received from the Bank, which management believes will be sufficient to satisfy obligations at the holding company level for the foreseeable future.

On February 19, 2026, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.30 per share on the Company’s outstanding common stock, which was paid on April 9, 2026 to shareholders of record as of the close of business on March 12, 2026. The Company expects to continue to pay quarterly cash dividends on its common stock, subject to the Board of Directors’ discretion to modify or terminate this practice at any time and for any reason without prior notice. Assuming continued payment of the cash dividend at the rate of $0.30 per share, our average total dividend paid each quarter would be approximately $3.3 million based on the number of our outstanding shares at March 31, 2026. The dividends we pay may be limited as more fully discussed under “Business – Supervision and Regulation – BayCom Corp – Dividends” and “– Regulatory Capital Requirements” contained in “Part I. Item 1. Business” of the 2025 Annual Report.

From time to time, our Board of Directors has authorized stock repurchase programs. In general, stock repurchases allow us to proactively manage our capital position and return excess capital to shareholders. Stock repurchases also provide us with shares of common stock necessary to satisfy obligations related to stock compensation awards. As of March 31, 2026, 202,444 shares remained available for repurchase under the Company’s current stock repurchase program. For additional information on the Company’s stock repurchases, see “Item 2. Unregistered Sales of Equity Securities and Use of Proceeds” contained in Part II of this report.

Regulatory Capital

The Bank, as a state-chartered, federally insured commercial bank and member of the Board of Governors of the Federal Reserve System, is subject to capital requirements established by the Federal Reserve. The Federal Reserve requires the Bank to maintain levels of capital adequacy that generally parallel the FDIC’s requirements. The capital adequacy requirements are quantitative measures established by regulation that require the Bank to maintain minimum amounts and ratios of capital. The FDIC requires the Bank to maintain minimum ratios of Total Capital, Tier 1 Capital, and Common Equity Tier 1 Capital to risk-weighted assets as well as Tier 1 Leverage Capital to average assets. Consistent with our goal to operate a sound and profitable organization, our policy is for the Bank to maintain “Well Capitalized” status under the Federal Reserve regulations. Based on capital levels at March 31, 2026 and December 31, 2025, the Bank was considered Well Capitalized at both of those dates.

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Table of Contents

The table below shows the capital ratios under the Basel III capital framework as of the dates indicated:

At March 31, 2026

At December 31, 2025

 

Amount

Ratio

Amount

Ratio

 

(Dollars in thousands)

 

Leverage Ratio

  ​ ​ ​

  ​

  ​ ​ ​

  ​

  ​ ​ ​

  ​

  ​ ​ ​

  ​

BayCom Corp

$

308,887

 

12.20

%  

$

303,598

 

12.21

%

Minimum requirement for “Well Capitalized”

 

126,545

 

5.00

%  

 

124,277

 

5.00

%

Minimum regulatory requirement

 

101,236

 

4.00

%  

 

99,421

 

4.00

%

 

 

United Business Bank

 

300,354

 

11.70

%  

 

291,596

 

11.45

%

Minimum requirement for “Well Capitalized”

 

128,325

 

5.00

%  

 

127,308

 

5.00

%

Minimum regulatory requirement

 

102,660

 

4.00

%  

 

101,846

 

4.00

%

 

 

Common Equity Tier 1 Ratio

 

  ​

 

  ​

 

  ​

 

  ​

BayCom Corp

 

308,887

 

14.84

%  

 

303,598

 

14.32

%

Minimum requirement for “Well Capitalized”

 

135,285

 

6.50

%  

 

137,847

 

6.50

%

Minimum regulatory requirement

 

93,659

 

4.50

%  

 

95,433

 

4.50

%

 

 

United Business Bank

 

300,354

14.54

%  

 

291,596

13.84

%

Minimum requirement for “Well Capitalized”

 

134,288

 

6.50

%  

 

136,946

 

6.50

%

Minimum regulatory requirement

 

92,969

 

4.50

%  

 

94,809

 

4.50

%

 

 

Tier 1 Risk-Based Capital Ratio

 

  ​

 

  ​

 

  ​

 

  ​

BayCom Corp

 

315,279

 

15.15

%  

 

313,083

 

14.76

%

Minimum requirement for “Well Capitalized”

 

166,505

 

8.00

%  

 

169,658

 

8.00

%

Minimum regulatory requirement

 

124,879

 

6.00

%  

 

127,243

 

6.00

%

 

 

United Business Bank

 

300,354

 

14.54

%  

 

291,596

 

13.84

%

Minimum requirement for “Well Capitalized”

 

165,278

 

8.00

%  

 

168,549

 

8.00

%

Minimum regulatory requirement

 

123,958

 

6.00

%  

 

126,412

 

6.00

%

 

 

Total Risk-Based Capital Ratio

 

  ​

 

  ​

 

  ​

 

  ​

BayCom Corp

 

336,214

 

16.15

%  

 

334,703

 

15.78

%

Minimum requirement for “Well Capitalized”

 

208,131

 

10.00

%  

 

212,072

 

10.00

%

Minimum regulatory requirement

 

166,505

 

8.00

%  

 

169,658

 

8.00

%

 

 

United Business Bank

 

321,289

 

15.55

%  

 

313,216

 

14.87

%

Minimum requirement for “Well Capitalized”

 

206,597

 

10.00

%  

 

210,686

 

10.00

%

Minimum regulatory requirement

 

165,278

 

8.00

%  

 

168,549

 

8.00

%

In addition to the minimum capital ratios, the Bank must maintain a capital conservation buffer consisting of additional Common Equity Tier 1 capital greater than 2.5% above the required minimum levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses based on percentages of eligible retained income that could be utilized for such actions. At March 31, 2026, the Bank’s Common Equity Tier 1 capital exceeded the required capital conservation buffer.

For a bank holding company with less than $3.0 billion in assets, the capital guidelines apply on a bank-only basis and the Federal Reserve expects the holding company’s subsidiary bank(s) to be Well Capitalized under the prompt corrective action regulations. If the Company were subject to regulatory guidelines for bank holding companies with $3.0 billion or more in assets, at March 31, 2026, the Company would have exceeded all regulatory capital requirements.

For additional information, see “Item 1. Business — Supervision and Regulation — United Business Bank — Capital Requirements” and “Note 18 - Regulatory Matters” in the Notes to the Consolidated Financial Statements, included in “Item 8. Financial Statements and Supplementary Data” in our 2025 Annual Report.

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Table of Contents

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to interest rate risk through our lending and deposit gathering activities. Our results of operations are highly dependent upon our ability to manage interest rate risk. We consider interest rate risk to be a significant market risk that could have a material effect on our financial condition and results of operations. Interest rate risk is measured and assessed on a quarterly basis. For information regarding the Company’s market risk, see “Item 7A Quantitative and Qualitative Disclosures About Market and Interest Rate Risk,” in the Company’s 2025 Annual Report. In our opinion, there has not been a material change in our interest rate risk exposure since the information disclosed in our 2025 Annual Report.

Item 4. Controls and Procedures

(a)       Evaluation of Disclosure Controls and Procedures

An evaluation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), was conducted as of March 31, 2026 under the supervision and with the participation of the Company’s Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and several other members of the Company’s senior management. In designing and evaluating the Company’s disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

The Company’s CEO and CFO concluded that as of March 31, 2026, based on their evaluation, the Company’s disclosure controls and procedures were effective in ensuring that information we are required to disclose in the reports we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure, specified in the SEC’s rules and forms.

(b)       Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, that occurred during the three months ended March 31, 2026, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all error and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls may be circumvented by the acts of individuals, by collusion of two or more people, or by override of the control. The design of any control procedure is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.

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Table of Contents

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Periodically, there have been various claims and lawsuits involving the Company, such as claims to enforce liens, condemnation proceedings on properties in which the Company holds security interests, claims involving the making and servicing of real property loans and other issues incident to the Company’s business. The Company is not a party to any pending legal proceedings that it believes would have a material adverse effect on the financial condition or results of operations of the Company.

Item 1A. Risk Factors

There have been no material changes in the Risk Factors previously disclosed in Item 1A of our 2025 Annual Report.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

(a)

Not applicable.

(b)

Not applicable.

(c)Stock Repurchases. The following table sets forth information with respect to our repurchases of our outstanding common shares during the three months ended March 31, 2026:

Total number of

 

Total

Average

shares purchased

Maximum number of

number of

price

as part of

shares that may yet be

shares

paid

publicly announced

purchased under the

purchased

per share

plans or programs

plans or programs (1)

January 1, 2026 - January 31, 2026

  ​ ​ ​

 

$

  ​ ​ ​

202,444

February 1, 2026 - February 28, 2026

 

 

202,444

March 1, 2026 - March 31, 2026

 

 

202,444

 

$

 

(1)In May 2024, the Company’s Board of Directors approved the Company’s ninth stock repurchase program, which commenced following completion of the eighth stock repurchase program in June 2024, authorizing the purchase of up to 560,000 shares, or approximately 5.0%, of the Company’s outstanding common stock. The Board’s authorization is open-ended and has no expiration date. Purchases under the Company’s stock repurchase programs may be made through open market purchases, privately negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934. The repurchase programs may be suspended, terminated, or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. The Company’s stock repurchase programs do not obligate the Company to purchase any specific number of shares.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

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Table of Contents

Item 5. Other Information

(a)

Not applicable.

(b)

Not applicable.

(c)  Trading Plans. During the three months ended March 31, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

3.1

Articles of Incorporation of BayCom Corp(1)

3.2

Amended and Restated Bylaws of BayCom Corp(2)

10.1

Employment Agreement by and among BayCom Corp, United Business Bank and Christopher L. Baron, dated effective as of April 13, 2026⁽³⁾

10.2

Employment Agreement by and among BayCom Corp, United Business Bank and William J. Black, Jr., dated effective as of April 13, 2026⁽³⁾

10.3

Offer of Employment Letter to Kevin L. Thompson⁽³⁾

10.4

Change in Control Agreement by and between United Business Bank and Kevin L. Thompson, dated effective as of April 13, 2026⁽³⁾

31.1

31.2

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 formatted in Extensible Business Reporting Language (XBRL): (1) Condensed Consolidated Balance Sheets; (2) Condensed Consolidated Statements of Income; (3) Condensed Consolidated Statements of Comprehensive Income; (4) Condensed Consolidated Statements of Changes in Stockholders’ Equity; (5) Condensed Consolidated Statements of Cash Flows; and (6) Notes to Condensed Consolidated Financial Statements.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

(1)Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 filed with the SEC on April 11, 2018 (File No. 333-224236) and incorporated herein by reference.
(2)Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on June 17, 2020 (File No. 001-38483) and incorporated herein by reference.
(3)Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the SEC on April 9, 2026 (File No. 001-38483) and incorporated herein by reference.

55

Table of Contents

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 thereunto duly authorized.

 

BAYCOM CORP

 

Registrant

 

 

 

 

Date: May 11, 2026

By:

/s/ Christopher F. Baron

 

Christopher F. Baron

President and Chief Executive Officer

(Principal Executive Officer)

 

 

Date: May 11, 2026

By:

/s/ Kevin L. Thompson

 

Kevin L. Thompson

Executive Vice President, Chief Financial Officer and Corporate Secretary

(Principal Financial and Accounting Officer)

56

FAQ

How did BayCom Corp (BCML) perform financially in Q1 2026?

BayCom Corp reported net income of $8.2 million for Q1 2026, up from $5.7 million a year earlier. Basic earnings per share were $0.75, compared with $0.51 in Q1 2025, reflecting stronger profitability and higher net interest income.

What were BayCom Corp’s key balance sheet figures as of March 31, 2026?

As of March 31, 2026, BayCom Corp had $2.65 billion in total assets, $2.01 billion in total loans, and $2.27 billion in deposits. Cash and cash equivalents stood at $305.9 million, supporting the company’s liquidity position.

How strong are BayCom Corp’s credit reserves and asset quality?

BayCom Corp’s allowance for credit losses on loans was $20.6 million at March 31, 2026, following a $670,000 reversal of provision. Net charge-offs were only $15,000, though nonaccrual loans increased to $16.7 million, mainly in commercial real estate and commercial segments.

What is the level of uninsured deposits at BayCom Corp (BCML)?

Uninsured deposits at BayCom Corp totaled about $1.0 billion, or 46.3% of total deposits, as of March 31, 2026. These figures are based on methodologies used for regulatory reporting and highlight the bank’s exposure to larger, potentially more rate‑sensitive balances.

Did BayCom Corp use FHLB or FRB borrowings in Q1 2026?

BayCom Corp had no outstanding borrowings from the Federal Home Loan Bank or the Federal Reserve Bank at March 31, 2026. The bank maintained significant available capacity, including up to $599.3 million from the FHLB and $43.4 million from the FRB of San Francisco.

What were BayCom Corp’s noninterest expenses in Q1 2026?

Noninterest expense for BayCom Corp was $16.5 million in Q1 2026, slightly above $16.0 million a year earlier. Salaries and employee benefits were the largest component at $10.8 million, followed by occupancy, equipment, data processing, and other operating costs.

How did BayCom Corp’s investment securities portfolio look at March 31, 2026?

At March 31, 2026, available‑for‑sale securities had an estimated fair value of $189.4 million with gross unrealized losses of $9.2 million. The portfolio included municipal, mortgage‑backed, collateralized mortgage, SBA, ABS, and corporate bonds, with no credit‑loss allowance recorded.