[Form 4] BayCom Corp Insider Trading Activity

Rhea-AI Filing Summary

Toronto-Dominion Bank (TD) is issuing $1,000,000 of Autocallable Contingent Interest Barrier Notes with Memory Interest linked to the Nasdaq-100 Index (NDX). The notes are senior unsecured obligations, Series H, priced at $1,000 per note (minimum investment $10,000) and will settle on 7 Jul 2025, maturing on 16 Jul 2026 unless called earlier.

Cash-flow mechanics

• Contingent Interest: $20 per $1,000 note (2% of par) paid on each quarterly Review Date if NDX closes at or above the Barrier Level 16,430.9427 (72.45% of the Initial Level 22,679.01). Maximum cumulative coupon is 8% if all four payments occur.
• Memory Interest: Unpaid coupons are carried forward and paid when a future Review Date meets the barrier condition.
• Automatic Call: If on any Review Date other than the final one NDX ≥ Initial Level, TD redeems at par plus the due coupon(s); investors then cease to receive further payments.
• Principal at Maturity: • If NDX ≥ Barrier, return of par plus final coupon(s). • If NDX < Barrier, repayment = $1,000 + ($1,000 × Percentage Change), exposing investors to 1:1 downside with potential total loss.

Key dates – Strike 30 Jun 2025; Pricing 1 Jul 2025; Review Dates: 13 Oct 2025, 12 Jan 2026, 13 Apr 2026, 13 Jul 2026.

Pricing & costs

• Public offering price: $1,000; underwriting discount: $10 (1%).
• Estimated value: $986.20, below offer price, reflecting structuring and hedging costs.
• Notes will not be listed; secondary liquidity depends on dealer willingness, likely at a discount.

Risk highlights

• Full downside exposure below the barrier; no participation in NDX upside beyond coupons.
• Credit exposure to TD; instruments are not FDIC or CDIC insured.
• Tax treatment uncertain; non-U.S. holders face 30% withholding on coupons.

The issuance is immaterial to TD’s balance sheet but offers investors a short-dated, high-coupon structure with significant principal risk linked to U.S. tech-heavy equity performance.

Positive

• Quarterly $20 per $1,000 contingent coupon (approx 8% annualized) if the Nasdaq-100 closes above the 72.45% barrier.
• Memory interest feature allows previously missed coupons to be reclaimed if conditions are later met, smoothing potential income.
• Automatic call returns par plus accrued coupons if the index is at or above the initial level on any of the first three observation dates.

Negative

• Full downside exposure: if the index is below the 72.45% barrier at final valuation, principal is reduced 1-for-1, up to total loss.
• Notes are unsecured obligations of TD; repayment is dependent on the bank’s creditworthiness.
• No exchange listing and small issue size create limited secondary liquidity and potential price discounts.
• Estimated fair value of $986.20 is below the $1,000 issue price, indicating upfront costs borne by investors.

Insights

Financial Analyst

TL;DR – Small, niche structured note; neutral to TD, high conditional yield for investors.

The $1 million issuance is negligible versus TD’s >C$1 trillion balance sheet, so the transaction does not alter the bank’s capital or earnings trajectory. For investors, the note offers an 8% maximum cash yield over roughly one year, contingent on the Nasdaq-100 staying above 72.45% of the initial level. Because the barrier sits well below historical volatility norms, coupons may be earned even in a moderate correction; however, if a deep drawdown occurs, investors absorb losses dollar-for-dollar. The automatic-call feature shortens duration when the market is strong, creating reinvestment risk. The estimated value indicates a 1.4% embedded fee relative to par, consistent with market practice. Overall impact: neutral for TD; risk-reward must be weighed carefully by retail buyers.

Risk Analyst

TL;DR – Significant tail risk, limited liquidity, full TD credit exposure.

Investors face three core risks: (1) Market – a >27.55% drop in NDX by July 2026 triggers uncapped principal loss, historically occurring multiple times over decade-long horizons. (2) Credit – although TD is AA-/Aa2 rated, the notes are senior unsecured; any downgrade widens secondary spreads. (3) Liquidity – no listing, small issue size, and T+3 settlement mean wide bid/ask and potential inability to exit. The memory-interest mechanism mitigates missed coupons only if the index later recovers; it does nothing for capital protection. Given these factors, I classify the structure as high-risk yield enhancement rather than income investing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Magid Syvia L.

(Last) (First) (Middle)

C/O BAYCOM CORP

500 YGNACIO VALLEY ROAD, SUITE 200

(Street)

WALNUT CREEK CA 94596

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BayCom Corp [ BCML ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2025		A		1,419	A	$0	9,309	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ Keary L. Colwell, Attorney-in-Fact	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What contingent interest do TD (TD) Autocallable Notes pay?

Each Review Date the notes pay $20 per $1,000 (2%) if the Nasdaq-100 closes at or above the 72.45% barrier.

When can the TD notes be automatically called?

On any of the first three Review Dates (Oct 13 2025, Jan 12 2026, Apr 13 2026) if NDX ≥ the initial level 22,679.01.

What happens at maturity if the Nasdaq-100 is below 72.45% of its initial level?

Investors lose 1% of principal for each 1% decline; a 40% drop leads to a $600 repayment per $1,000 note.

How does the memory interest feature work?

Missed coupons accumulate and are paid later if any subsequent Review Date meets the barrier condition.

Why is the estimated value ($986.20) lower than the $1,000 price?

The difference reflects selling commissions, hedging costs and structuring profit embedded in the note.

Are these TD notes insured or listed on an exchange?

No. They are not FDIC/CDIC insured and will not be listed; secondary trading depends on dealer demand.