BayCom Corp Reports Material Event

BayCom Corp is implementing a major leadership transition and refreshed growth strategy.

Accepted by SEC EDGAR 04/09/2026 - 05:02 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

BayCom Corp is implementing a major leadership transition and refreshed growth strategy. The board involuntarily terminated, without cause, its long‑tenured CEO, COO and CFO, who will remain as non‑executive employees until July 6, 2026 to support an orderly handover and will receive contractual severance and accelerated equity vesting. New leaders joining on April 13, 2026 include Christopher F. Baron as President and CEO, Kevin L. Thompson as Executive Vice President and CFO, and William J. Black Jr. as Executive Vice Chair. All three bring prior experience at larger West Coast banking institutions and in crisis management, M&A and balance‑sheet restructuring. Baron and Black also join the company and bank boards, while founder and outgoing CEO George J. Guarini remains on the bank’s board to provide continuity.

Insights

BayCom replaces its founding C‑suite with a deal‑oriented team to pursue larger growth.

BayCom’s board has simultaneously removed its founding CEO, COO and CFO without cause and installed a new leadership slate with extensive experience at larger Western U.S. banks. This represents a clear strategic pivot from slower, disciplined growth toward more ambitious balance‑sheet expansion and M&A.

The contractual severance obligations are sizable, including a $4.4M cash severance for the outgoing CEO plus health benefits and accelerated equity. These will be treated as one‑time items, but still affect near‑term reported earnings. New CEO and Executive Vice Chair packages include multi‑year terms and change‑in‑control protections that can influence future transaction decisions.

The board explicitly links the transition to closing an organic growth gap and improving the trading multiple before pursuing larger combinations. Actual outcomes will depend on the new team’s ability to grow profitably in BayCom’s existing California‑centric markets and to execute transactions that preserve the bank’s stated clean balance sheet and credit discipline.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

CEO severance payment: $4,404,174 cash Outgoing CEO accelerated equity: 22,109 shares Outgoing COO severance payment: $2,413,017 cash +5 more

8 metrics

CEO severance payment $4,404,174 cash Cash severance to outgoing CEO George J. Guarini, paid over 24 months

Outgoing CEO accelerated equity 22,109 shares Unvested restricted stock vesting for CEO at separation date

Outgoing COO severance payment $2,413,017 cash Cash severance to outgoing COO Janet L. King, over 12 months

New CEO base salary $675,000 per year Annual base salary for Christopher F. Baron under new CEO agreement

New CEO target bonus 75% of base salary Target annual cash incentive bonus for CEO, max 150% of target

New CEO equity grants 25% of salary in stock Annual restricted stock from 2027, vesting 20% per year over 5 years

New CFO base salary $450,000 per year Annual base salary for Kevin L. Thompson under CFO offer letter

New CFO CIC severance multiple 1x salary + prior bonus Cash severance formula under change in control agreement

Key Terms

termination without cause, restricted stock, Employment Agreement, Change in Control Agreement, +2 more

6 terms

termination without cause financial

"the Board approved the involuntary termination of the Company’s Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), and Chief Financial Officer (“CFO”)"

restricted stock financial

"immediate vesting of 22,109 shares of unvested restricted stock of the Company upon the CEO Separation Date"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Employment Agreement regulatory

"the Company and the Bank have entered into an Employment Agreement with Mr. Baron (the “New CEO Employment Agreement”)"

Change in Control Agreement financial

"the Company and the Bank have entered into a Change in Control Agreement with Mr. Thompson (the “CIC Agreement”)"

target cash incentive bonus financial

"an annual cash incentive bonus with a target of 75% of base salary being paid for the year"

non-disparagement regulatory

"Mr. Baron is also subject to confidentiality, non-solicitation and non-disparagement obligations under the New CEO Employment Agreement"

A non-disparagement provision is a promise in an agreement that one party will not make negative public statements about the other, like a vow to avoid “badmouthing” a business or its leaders. Investors care because such promises protect reputation and can limit public criticism that might affect a company’s stock price, signal unresolved disputes, or introduce legal risk if enforcement leads to further costs or constrained disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 7, 2026

BAYCOM CORP

(Exact name of registrant as specified in its charter)


California	001-38483	37-1849111
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)


500 Ygnacio Valley Road, Suite 200, Walnut Creek, CA		94596
(Address of principal executive offices)		(Zip Code)

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

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


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

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

Emerging growth company ☐

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

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

Management Transition

On April 7, 2026, the Board of Directors (the “Board”) of BayCom Corp (the “Company”) approved a leadership transition of the Company’s senior management team as part of its ongoing commitment to the Company’s long-term strategic objectives. As described in greater detail below, the Board approved: the termination without cause of the Company’s Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), and Chief Financial Officer (“CFO”); the appointment of an Executive Vice Chair, a new CEO, and new CFO; and related changes to the composition of the Board and the board of directors of United Business Bank (the “Bank”), the Company’s wholly owned bank subsidiary.

Departing Officers

Chief Executive Officer. George J. Guarini has served as the Company’s and the Bank’s President and CEO since formation in 2017 and 2004, respectively. On April 7, 2026, the Board approved the involuntary termination of Mr. Guarini’s employment without cause and delivered written notice of termination to Mr. Guarini in accordance with the 90-day notice requirement under his employment agreement. Effective April 10, 2026, Mr. Guarini will cease serving as President and Chief Executive Officer of the Company and the Bank and will no longer hold those titles or any other executive officer position. From April 10, 2026 through July 6, 2026 (the "CEO Separation Date"), Mr. Guarini will continue as a full-time, non-executive employee of the Company and the Bank, during which time he will continue to receive his base salary and benefits in accordance with his employment agreement and will provide transition assistance to the incoming executive team as reasonably requested.

Mr. Guarini will receive the compensation and benefits to which he is entitled under his existing employment agreement with the Company and the Bank upon a termination without cause, including: (i) a cash severance payment of $4,404,174, payable by the Bank over twenty-four (24) months in equal installments, subject to a delay in payment of any installments that would exceed $720,000 during the first 185 days following the CEO Separation Date in accordance with Section 409A of the Internal Revenue Code; (ii) continuation of health insurance benefits for twenty-four (24) months following the CEO Separation Date on the same terms as if he had remained employed; and (iii) immediate vesting of 22,109 shares of unvested restricted stock of the Company upon the CEO Separation Date and payment of vested benefits under other benefit plans and agreements in accordance with their terms.

In connection with his departure from the Company and the Bank, Mr. Guarini has tendered his resignation from the Board, effective as of April 10, 2026. Notwithstanding his departure from his executive role at the Company and the Bank, the Board of Directors of the Bank has determined that it is in the best interests of the Bank and its depositors, customers, employees, and the communities it serves for Mr. Guarini to continue serving as a member of the Bank’s Board. In making this determination, the Bank’s Board considered Mr. Guarini's status as a co-founder of the Bank and his deep institutional knowledge of the Bank’s history, credit culture, regulatory relationships, and key customer and community relationships, and concluded that his continued service on the Bank’s Board of Directors provides an important element of stability and continuity during the management transition.

Chief Operating Officer. Janet L. King has served as the Company’s and the Bank’s Senior Executive Vice President (“Sr. EVP”) and COO since formation in 2017 and 2004, respectively. On April 7, 2026, the Board approved the involuntary termination of Ms. King’s employment without cause and delivered written notice of termination to Ms. King in accordance with the 90-day notice requirement under her employment agreement. Effective April 10, 2026, Ms. King will cease serving as Sr. EVP and COO of the Company and the Bank and will no longer hold those titles or any other executive officer position. From April 10, 2026 through July 6, 2026 (the “COO Separation Date”), Ms. King will continue as a full-time, non-executive employee of the Company and the Bank, during which time she will continue to receive her base salary and benefits in accordance with her employment agreement and will provide transition assistance to the incoming executive team as reasonably requested.

Ms. King will receive the compensation and benefits to which she is entitled under her existing employment agreement with the Company and the Bank upon a termination without cause, including: (i) a cash severance payment of $2,413,017, payable by the Bank over twelve (12) months in equal installments, subject to a delay in payment of any installments that would exceed $720,000 during the first 185 days following the COO Separation Date in accordance

with Section 409A of the Internal Revenue Code; (ii) continuation of health insurance benefits for twenty-four (24) months following the COO Separation Date on the same terms as if she had remained employed; and (iii) immediate vesting of 12,548 shares of unvested restricted stock of the Company upon the COO Separation Date and payment of vested benefits under other benefit plans and agreements in accordance with their terms.

In connection with Ms. King’s departure from the Company and the Bank, Ms. King has also tendered her resignation from the Board, effective as of April 10, 2026. Ms. King is not a member of the Bank’s Board of Directors.

Chief Financial Officer. Keary L. Colwell has served as the Company’s and the Bank’s Sr. EVP, CFO and Corporate Secretary since formation in 2017 and 2004, respectively. On April 7, 2026, the Board approved the involuntary termination of Ms. Colwell’s employment without cause and delivered written notice of termination to Ms. Colwell in accordance with the 90-day notice requirement under her employment agreement. Effective April 10, 2026, Ms. Colwell will cease serving as Sr. EVP, CFO, Chief Administrative Officer and Corporate Secretary of the Company and the Bank and will no longer hold those titles or any other executive officer position. From April 10, 2026 through July 6, 2026 (the “CFO Separation Date”), Ms. Colwell will continue as a full-time, non-executive employee of the Company and the Bank, during which time she will continue to receive her base salary and benefits in accordance with his employment agreement and will provide transition assistance to the incoming executive team as reasonably requested.

Ms. Colwell’s compensation and benefits to which she is entitled under her existing employment agreement with the Company and the Bank upon a termination without cause are identical to those of the Chief Operating Officer described above.

In connection with Ms. Colwell’s departure from the Company and the Bank, Ms. Colwell has also tendered her resignation from the Board, effective as of April 10, 2026. Ms. Colwell is not a member of the Bank’s Board of Directors.

Newly Appointed Officers

New Executive Vice Chair. Effective as of April 13, 2026, the Board appointed William J. Black, Jr., age 50, as Executive Vice Chair of the Company and the Bank. Since July 2024, Mr. Black has focused on managing his personal investments. From 2020 to 2024, Mr. Black served as Executive Vice President of Strategy and Corporate Development at PacWest Bancorp and Banc of California, reporting directly to the Chief Executive Officer, where he led M&A activity, corporate strategy, and crisis management, including securing $1.4 billion in emergency financing during the 2023 banking crisis and overseeing the sale of PacWest to Banc of California. Prior to that, Mr. Black was the Founder and Managing Partner of Consector Capital, LP, a long/short financial services sector hedge fund, from 2007 to 2020. Earlier in his career, he held roles at Castle Creek Capital, Second Curve Capital, Putnam Lovell Securities, and Salomon Smith Barney. Mr. Black holds a B.A. in Economics from The Johns Hopkins University.

New Chief Executive Officer. Effective as of April 13, 2026, the Board appointed Christopher F. Baron, age 56, President and CEO of the Company and the Bank. Mr. Baron has served as President, Commercial & Community Bank of Banc of California since 2023, where he leads the commercial and community banking platform across central and southern California and Colorado, overseeing deposit and loan portfolios in excess of $10 billion and a network of 68 branches. Prior to that role, Mr. Baron served as President of the Los Angeles Region at Pacific Western Bank from 2020 to 2023, and as Managing Director of Tax-Exempt Lending at that institution from 2017 to 2020, where he led the bank's financing activities for municipalities, nonprofits, and affordable housing. Earlier in his career, Mr. Baron served as Managing Director of Public Finance for the Western U.S. at MUFG Union Bank / BTMU Securities (2013–2017), and held two Managing Director roles at U.S. Bank (2009–2014), including Head of the Education & Nonprofits Division, where he oversaw a national team and a portfolio of approximately $4 billion. He has also held senior positions at Bank of New York Mellon, Allied Irish Bank, Union Bank of California, Sumitomo Bank, and National Westminster Bank. Mr. Baron holds a B.A. in Economics from the University of California, Los Angeles.

New Chief Financial Officer. Effective as of April 13, 2026, the Board appointed Kevin L. Thompson, age 52, Executive Vice President and CFO of the Company and the Bank. Since 2025, Mr. Thompson has worked as an independent consultant providing consulting services to various banks and technology companies. From 2023 to 2025, Mr. Thompson served as CFO and Treasurer of Heartland Financial USA, Inc. (subsequently acquired by UMB Bank), a $20 billion asset banking institution headquartered in Denver, Colorado, where he oversaw financial reporting, liquidity

management, interest rate risk, and investor relations. From 2022 to 2023, Mr. Thompson served as CFO of PacWest Bancorp, a $42 billion asset institution, where he led balance sheet restructuring efforts during the 2023 banking crisis, including the sale of $5 billion in loan portfolios and the execution of a reverse merger with Banc of California. From 2020 to 2022, he served as Holding Company CFO and President of First Foundation Bank, a $13 billion asset institution. From 2017 to 2020, Mr. Thompson served as CFO of Opus Bank, a $9 billion asset institution subsequently acquired by Pacific Premier Bancorp. Earlier in his career, he held the role of CFO at Midland States Bancorp, Senior Vice President of Corporate Finance at Zions Bancorporation, and CFO and Treasurer of American Express Centurion Bank, a $45 billion asset institution, where he served from 2005 to 2014. Mr. Thompson has served as a member of the board of directors of HTLF Bank, as a member of the board of directors and Chair of the Audit and Risk Committee of Midland States Bank, and as Chair of the board of directors of American Express Receivables Financing Corporation. Mr. Thompson holds an M.B.A. in Finance and a B.S. in International Relations from Brigham Young University's Marriott School of Management, and is a licensed Certified Public Accountant.

There are no arrangements or understandings between any of the newly appointed officers and any other person pursuant to which such officer was selected, and there are no family relationships between any newly appointed officer and any director or executive officer of the Company. None of the newly appointed officers have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Employment Agreements/Offer Letter/Change in Control Agreement — Newly Appointed Officers

New CEO Employment Agreement. In connection with Mr. Baron’s appointment, the Company and the Bank (collectively, the “Employers”) have entered into an Employment Agreement with Mr. Baron (the “New CEO Employment Agreement”), effective as of April 13, 2026. The New CEO Employment Agreement provides (i) for an initial term of three (3) years, subject to automatic one-year renewals unless either party provides at least ninety (90) days’ prior written notice of non-renewal, (ii) an annual base salary of $675,000, subject to increase at the discretion of the Board of Directors. (iii) an annual cash incentive bonus with a target of 75% of base salary being paid for the year (with a maximum payout of 150% of target), based on financial and operational performance metrics established annually by the Company’s Human Resources/Compensation Committee, payable in a lump sum no later than March 15 following the applicable fiscal year end, (iv) annual restricted stock grants beginning in 2027 equal in value to 25% of his then-current base salary, calculated using the fair market value of the Company's common stock as of the grant date, vesting ratably at 20% per year over five years from the date of grant, (v) a monthly automobile allowance of $800, group insurance and other employee benefits, and (vi) severance benefits upon a termination by the Employers without Cause or a resignation by Mr. Baron for Good Reason, consisting of a lump sum cash payment equal to two (2) times the sum of his annual base salary and target cash incentive bonus for the year of termination, plus twenty-four (24) months of continued health insurance benefits, in each case conditioned upon execution of a general release of claims. Upon a termination for Cause or resignation without Good Reason, Mr. Baron is entitled only to accrued but unpaid compensation and benefits. "Change in Control" and "Good Reason" have the meanings set forth in the New CEO Employment Agreement. To the extent any payments to Mr. Baron would constitute "excess parachute payments" subject to excise tax under Section 4999 of the Internal Revenue Code, such payments will be reduced only if the net after-tax benefit to Mr. Baron of the reduced payments exceeds the net after-tax benefit of receiving the full payments subject to the excise tax. Mr. Baron is also subject to confidentiality, non-solicitation and non-disparagement obligations under the New CEO Employment Agreement. The foregoing description is a summary only and is qualified in its entirety by reference to the full text of the New CEO Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

New Executive Vice Chair Employment Agreement. In connection with Mr. Black’s appointment, the Company and the Bank have entered into an employment agreement with Mr. Black (the “New Executive Vice Chair Employment Agreement”), effective as of April 13, 2026. The material terms of the New Executive Vice Chair Employment Agreement are substantially the same as those of the New CEO Employment Agreement described above, except that Mr. Black’s severance benefits upon a termination by the Employers without Cause or a resignation by Mr. Black for Good Reason consist of a lump sum cash payment equal to two (2) times the sum of his annual base salary and target cash incentive bonus for the year of termination (or three (3) times such sum if the termination occurs within six (6) months prior to or within twenty-four (24) months following a Change in Control), plus twenty-four (24) months of continued health insurance benefits, in each case conditioned upon execution of a general release of claims. The foregoing description is a summary only and is qualified in its entirety by reference to the full text of the New Executive

Vice Chair Employment Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

CFO Offer Letter. In connection with Mr. Thompson’s appointment as Executive Vice President, Chief Financial Officer of the Company and the Bank, the Company and the Bank delivered an offer letter to Mr. Thompson (the “CFO Offer Letter”), effective as of April 13, 2026. Mr. Thompson’s employment is at-will and may be terminated by either party at any time with or without cause. The CFO Offer Letter provides for (i) an annual base salary of $450,000, (ii) an annual cash incentive bonus with a target of 60% of base salary, based on financial and operational performance metrics established annually by the Company’s Human Resources/Compensation Committee, payable in a lump sum no later than March 15 following the applicable fiscal year end, and (iii) annual restricted stock grants beginning in 2027 equal in value to 20% of his then-current base salary, calculated using the fair market value of the Company's common stock as of the grant date, vesting ratably at 20% per year over five years from the date of grant, and group insurance and other employee benefits on the same terms as provided to the most senior executives of the Company and the Bank. The CFO Offer Letter does not provide for severance benefits; Mr. Thompson’s sole entitlement to severance compensation is governed by the Change in Control Agreement described below. The foregoing description is a summary only and is qualified in its entirety by reference to the full text of the CFO Offer Letter, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

New CFO Change in Control Agreement. In connection with Mr. Thompson’s appointment as Executive Vice President and CFO of the Company and the Bank, the Company and the Bank have entered into a Change in Control Agreement with Mr. Thompson (the “CIC Agreement”), effective as of April 13, 2026. The CIC Agreement has an initial term expiring March 5, 2029, subject to automatic one-year renewals commencing on March 5, 2027, unless either party provides at least thirty (30) days' prior written notice of non-renewal prior to any such March 5^th date. Under the CIC Agreement, if Mr. Thompson’s employment is terminated in connection with or within one year following a Change in Control by (i) the Bank for any reason other than for Cause, Disability, Retirement or as a result of Mr. Thomson’s death, or (ii) Mr. Thompson for Good Reason (as those terms are defined in the CIC Agreement), and subject to execution of a general release of claims, Mr. Thompson will be entitled to: (a) a lump sum cash severance payment equal to one (1) times the sum of his base salary and the prior year's cash incentive bonus; and (b) continuation of health insurance benefits for twelve (12) months on the same terms as if Mr. Thompson had remained employed. The CIC Agreement does not require Mr. Thompson to mitigate severance benefits by seeking other employment. The foregoing description is a summary only and is qualified in its entirety by reference to the full text of the CIC Agreement, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.

Board of Directors Changes

As noted above, Geoge J. Guarini, Janet L. King and Keary L. Colwell have resigned from the Board effective as of April 10, 2026, creating three vacancies on the Board. In connection with such vacancies and pursuant to the Company’s Bylaws, the Board has appointed Christopher F. Baron and William J. Black to serve as directors of the Company, each to fill one of the vacancies created by the foregoing resignations, with terms expiring at the Company's Annual Meeting of Stockholders to be held on June 16, 2026 (the “Annual Meeting”). The third vacancy created by the foregoing resignations has not been filled at this time. If the third vacancy is not filled prior to the Annual Meeting, the authorized size of the Board shall be reduced to eliminate such vacancy immediately prior to the Annual Meeting.

The Board has not yet determined on which Board committees, if any, Mr. Baron or Mr. Black will serve.

Mr. Baron and Mr. Black will also be appointed to the Board of Directors of the Bank.

Christopher F. Baron. Biographical information regarding Mr. Baron is set forth above under “Newly Appointed Officers.” There are no arrangements or understandings between Mr. Baron and any other person pursuant to which he was selected as a director, other than in connection with his employment as President and CEO of the Company and the Bank as described herein. Other than the compensation arrangements described herein in connection with his employment agreement, Mr. Baron does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Baron will not receive any additional compensation for his service as a director of the Company or the Bank.

William J. Black, Jr.. Biographical information regarding Mr. Black is set forth above under “Newly Appointed Officers.” There are no arrangements or understandings between Mr. Black and any other person pursuant to which he was selected as a director, other than in connection with his employment as Executive Vice Chair of the Company and the Bank as described herein. Other than the compensation arrangements described herein in connection with his employment agreement, Mr. Black does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Black will not receive any additional compensation for his service as a director of the Company.

Item 7.01. Regulation FD Disclosure.

On April 9, 2026, the Company issued a press release announcing the management transition and board changes described above. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description


10.1		Employment Agreement by and among BayCom Corp, United Business Bank and Christopher L. Baron, dated effective as of April 13, 2026.
10.2		Employment Agreement by and among BayCom Corp, United Business Bank and William J. Black, Jr., dated effective as of April 13, 2026.
10.3		Offer of Employment Letter to Kevin L. Thompson.
10.4		Change in Control Agreement by and between, United Business Bank and Kevin L. Thompson, dated effective as of April 13, 2026.
99.1		Press Release of BayCom Corp dated April 9, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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


	BAYCOM CORP

Date: April 9, 2026	/s/ Keary L Colwell
	Keary L. Colwell, Senior Executive
	Vice President, Chief Financial Officer
	and Corporate Secretary

Exhibit 99.1

FOR IMMEDIATE RELEASE

April 9, 2026

BayCom Corp Announces Executive Leadership Transition

and Next-Phase Growth Strategy

Walnut Creek, CA, April 9, 2026 — (Business Wire) BayCom Corp (“BayCom” or the “Company”) (NASDAQ: BCML), the holding company for United Business Bank (the “Bank” or “UBB”), today announced that its Board of Directors (the “Board”) has approved a leadership transition and appointed three new executives to execute the Company’s next phase of growth. The incoming team brings proven experience at larger, more complex institutions and takes the helm of a sound and profitable community banking platform.

The Board concluded that the next phase of growth requires a specific set of capabilities — proven experience building a balance sheet, navigating capital markets, and executing larger, more transformational transactions.

Strategic Rationale

The Company has reached a strategic inflection point. Since its founding, growth has been predominantly acquisition-driven, with ten successful mergers completed over approximately 22 years. The acquisition pipeline has been quiet for the past four years, a reflection of a turbulent period in the market and the Board’s disciplined unwillingness to pursue transactions that did not meet its standards on price, quality, and strategic fit. That discipline has preserved a clean balance sheet and strong credit quality.

The Board’s assessment is that this discipline, while appropriate, has contributed to an organic growth gap and a trading multiple that does not yet fully reflect the Company’s underlying value. Addressing both will put the Company in a position to return to a more active acquisition posture focused on larger, more transformational combinations, which is precisely what the incoming leadership team has demonstrated it can deliver.

Lloyd W. Kendall, Jr., Founding Director and Chairman of the Board, stated, “The vision for this Company has not changed. The focus has always been on building a premier Western Regional Bank with real scale and presence across the key growth markets of the Western U.S. What changed is the Board’s assessment of the tactics and the team needed to get us there.”

George J. Guarini, Founder and outgoing CEO, stated, “It has been my pleasure over the past 22 years to work with a tremendously talented group of people. Together we created a strong financial institution with sound credit quality and an excellent deposit franchise. I know I speak for Janet and Keary as well when I say, we are looking forward to seeing where this new management team will take the Bank we started in 2004.”

Incoming Executive Leadership

The Board has appointed, effective April 13, 2026, three new executives whose experience at larger, more complex institutions is directly suited to the strategy ahead. Critically, the incoming team has worked together previously and arrives with a shared operating playbook, established relationships, and a clear growth agenda.

“United Business Bank has built a strong foundation for future growth — a clean balance sheet, a strong deposit franchise, and a credit culture built on discipline. Our job now is to pair that foundation with a targeted growth model, a high-performance culture, and relentless execution. The model gathers the clients. Culture drives the standard. Execution produces the earnings. We intend to deliver all three,” stated William J. Black, Jr., incoming Executive Vice Chairman.

“We are taking the helm of a profitable, well-run institution with a strong foundation and a compelling market opportunity. Our focus is on building a growth engine, improving our trading multiple, and then executing on the larger, more transformational combinations that will complete the Western Region footprint. We’re ready to get to work,” stated Christopher F. Baron, incoming Chief Executive Officer.

William J. Black, Jr., Executive Vice Chairman

The Board has appointed William J. Black, Jr. as Executive Vice Chairman of the Company and the Bank. Mr. Black brings over 25 years of experience driving strategy, capital allocation, and transformational change across public and private financial institutions. Most recently, he served as Executive Vice President of Strategy and Corporate Development at PacWest Bancorp and Banc of California, where he advised the Board on M&A, capital markets, and strategic alternatives while reporting directly to the Chief Executive Officer. Mr. Black played a central role in stabilizing PacWest during the 2023 banking disruption — securing $1.4 billion in emergency liquidity in six days and directing the sale of $7 billion in assets. He also led multiple strategic acquisitions across his tenure, including scaling Civic Financial from $100 million to over $300 million in monthly originations, integrating a $4+ billion deposit platform, and serving as a principal in PacWest's sale to Banc of California. Prior to his operating career, Mr. Black was Founder and Managing Partner of Consector Capital, a long/short financial services investment firm that generated significant returns, materially outperforming the S&P 500 and S&P Financial Index over its life. He holds a B.A. in Economics from The Johns Hopkins University.

Mr. Black also joins the Company Board and the board of directors of the Bank effective April 13, 2026.

Christopher F. Baron, Chief Executive Officer

The Board has appointed Christopher F. Baron as President and Chief Executive Officer of the Company and the Bank. Mr. Baron brings over 25 years of experience as a senior commercial banking executive with deep experience leading large-scale banking organizations and building high-performing teams across major U.S. markets. Most recently, he served as President of Commercial and Community Banking at Banc of California, where he oversaw the branch network and commercial and middle market banking platforms across southern and central California and Colorado, representing a multi-billion-dollar deposit and loan franchise and a large team of banking professionals.

Prior to that, Mr. Baron joined Pacific Western Bank in 2017, where he launched the tax-exempt lending platform and materially expanded that bank’s affordable housing finance capabilities, and subsequently served as President of the Los Angeles Region. Earlier in his career, he led public finance and institutional banking businesses at MUFG Union Bank and U.S. Bank, managing complex client relationships and regulated balance sheets. He holds a B.A. in Economics from UCLA.

Mr. Baron also joins the Company Board and the board of directors of the Bank effective April 13, 2026.

Kevin L. Thompson, Chief Financial Officer

The Board has appointed Kevin L. Thompson as Executive Vice President and Chief Financial Officer of the Company and the Bank. Mr. Thompson has over 25 years of experience as a senior financial executive, having served as CFO across multiple public banking institutions and fintech companies. Most recently, he served as CFO and Treasurer of Heartland Financial USA until its acquisition by UMB Financial in 2025, and prior to that was recruited as CFO of PacWest Bancorp during the 2023 banking crisis, where he restructured the balance sheet, sold $7 billion in non-core loan portfolios, and designed and executed the reverse merger with Banc of California. He has also served as CFO at First Foundation Bank, Opus Bank, and American Express Centurion Bank. Mr. Thompson has a track record of modernizing financial infrastructure, leading technology-enabled transformation, and executing M&A, capital raising, and large-scale financial transformation initiatives. He has served on multiple bank boards, including as Chair of the Audit and Risk Committee. He holds an MBA in Finance and a B.S. in International Relations from Brigham Young University and is a Certified Public Accountant.

Growth Strategy and Market Opportunity

Drawing on a proven track record, the incoming leadership team will pursue a three-part strategy:

Build a disciplined, relationship-driven growth engine that generates consistent loan and deposit growth, expanding the Company’s balance sheet and market presence across the Western Region.

Convert balance sheet growth into improved earnings per share and returns on equity, propelling the franchise’s standalone earnings power and improving the Company’s trading multiple.

With a demonstrated track record of organic growth and earnings improvement, pursue larger and more transformational combinations across the Western Region that accelerate the build-out of a premier Western Regional Bank.

The Board sees compelling near-term opportunity across select Western U.S. markets, where recent industry consolidation has created meaningful customer and talent displacement and where the Company’s existing relationships and capabilities provide a strong competitive foundation.

Board Reconstitution

In connection with the management transition, George J. Guarini, Janet L. King and Keary L. Colwell have each tendered their resignations from the Board of Directors of the Company, effective April 10, 2026. The Company’s Board has approved the appointments of Mr. Baron and Mr. Black as members of the Board, each effective as of April 13, 2026. Lloyd W. Kendall, Jr. will continue to serve as Chair and William J. Black, Jr. will serve as Executive Vice Chair.

Notwithstanding his resignation from the Company's Board, Mr. Guarini will continue to serve as a member of the Board of Directors of the Bank. As a co-founder of the Bank, Mr. Guarini brings deep institutional knowledge of the Bank's history, credit culture, regulatory relationships, and key customer and community relationships that the Bank’s Board has determined to be important to continuity of oversight during the management transition.

Recognizing the Current and Outgoing Leadership Team

The three outgoing executives, George J. Guarini, President and CEO, Janet L. King, Sr. Executive Vice President and COO, and Keary L. Colwell, Sr. Executive Vice President and CFO, were founders of the Company and have each served for approximately 22 years. Under their leadership, the Company completed ten strategic mergers, built a consistently profitable and well-capitalized platform, and maintained strong

credit quality throughout — each of whom also served as a member of the Board of Directors. They leave behind a clean balance sheet, a history of disciplined capital management, and an earnings base that positions the incoming team to execute a more ambitious growth agenda.

Lloyd W. Kendall, Jr., Board Chair, stated, “George, Janet and Keary built the Company into the institution it is today. The Board is proud of what was accomplished over two plus decades of committed leadership.”

Chair Kendall continued, “We also want to recognize the three executives who are continuing with the Company, Terry Curley, Executive Vice President, Director of Labor Services and Chief Credit Officer, Felix Miranda, Executive Vice President and Chief Lending Officer, and Izabella Mitchell, Executive Vice President and Chief Risk Officer. These executives have been and will continue to be instrumental to what makes this Bank successful. We are fortunate to have their continued support.”

Transition and Continuity

The outgoing executives’ employment agreements require the Company to provide 90 days’ written notice prior to termination. During this contractually mandated notice period, the outgoing executives remain employees of the Company, but not executives. The Board is engaging the incoming executives during this same window so that the two teams work in tandem — enabling a hands-on, real-time transfer of operational responsibilities, client and counterparty relationships, and institutional knowledge before the outgoing executives’ employment concludes.

The Company does not anticipate any disruption to client service or day-to-day operations during this period. The Board is committed to ensuring this transition is as orderly and constructive as the outgoing executives’ long tenure deserves, and as the Company’s shareholders, clients, and employees require.

Compensation and Governance

In connection with the transition, the outgoing executives will receive payments and benefits in accordance the involuntary termination provision of their existing employment agreements. These arrangements were not modified in anticipation of or in connection with this transition and reflect no discretionary enhancements or incremental awards.

The Board reviewed these obligations in the context of its fiduciary responsibilities and determined that honoring them fully is in the long-term interests of shareholders. The separation payments will be treated as a one-time, non-recurring item in the period recognized. Such arrangements are common among peer institutions and are commensurate with the tenure and long-term performance of the individuals involved.

The specific terms of the compensation arrangements are set forth in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission in connection with this announcement.

Additional Information

The Company has filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) in connection with this announcement, including as exhibits the employment agreements and/or change in control agreements for the newly appointed officers. Copies of these documents are available on the SEC’s website at www.sec.gov and on the Company’s investor relations website at www.unitedbusinessbank.com

About BayCom Corp

The Company, through its wholly owned operating subsidiary, United Business Bank, offers a full range of loans, including SBA, CalCAP, FSA and USDA guaranteed loans, and deposit products and services to businesses and their affiliates in California, Washington, New Mexico, Colorado and Nevada. The Bank is an Equal Housing Lender and a member of FDIC. The Company’s common stock is listed on the NASDAQ Global Select Market under the symbol “BCML”. For more information, go to www.unitedbusinessbank.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's strategic plans, management transition, and expected benefits thereof. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. These risks include, without limitation, the Company's ability to successfully execute its management transition, retain key employees and clients, and achieve its strategic objectives. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this release. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances that arise after the date of this release, except as required by law.

CONTACT:
BayCom Corp
Keary Colwell, 925-476-1800

kcolwell@ubb-us.com
Source: BayCom Corp

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