Mga Batayang Estadistika
LEI | 549300Z6CP542EI9L684 |
CIK | 1795815 |
SEC Filings
SEC Filings (Chronological Order)
August 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2025 California BanCorp \ CA CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incor |
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August 8, 2025 |
Rule 13a-14(b) and 18 U.S.C. 1350 Certification Exhibit 32.0 SECTION 1350 CERTIFICATION Each of the undersigned hereby certifies in his capacity as an officer of California BanCorp (the “Company”) that this Quarterly Report of the Company on Form 10-Q for the quarter ended June 30, 2025 fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the informat |
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August 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 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 001-41684 CALIFORNIA |
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July 28, 2025 |
CALIFORNIA BANCORP REPORTS NET INCOME OF $14.1 MILLION FOR THE SECOND QUARTER OF 2025 Exhibit 99.1 CALIFORNIA BANCORP REPORTS NET INCOME OF $14.1 MILLION FOR THE SECOND QUARTER OF 2025 San Diego, Calif., July 28, 2025 – California BanCorp (“us,” “we,” “our,” or the “Company”) (NASDAQ: BCAL), the holding company for California Bank of Commerce, N.A. (the “Bank”) announces its consolidated financial results for the second quarter of 2025. The Company reported net income of $14.1 mill |
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July 28, 2025 |
Investor Presentation, Second Quarter 2025 Exhibit 99.2 |
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July 28, 2025 |
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): July 28, 2025 California BanCorp \ CA CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorpo |
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May 22, 2025 |
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): May 21, 2025 California BanCorp \ CA CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorpor |
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May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 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 001-41684 CALIFORNIA |
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May 9, 2025 |
Rule 13a-14(b) and 18 U.S.C. 1350 Certification Exhibit 32.0 SECTION 1350 CERTIFICATION Each of the undersigned hereby certifies in his capacity as an officer of California BanCorp (the “Company”) that this Quarterly Report of the Company on Form 10-Q for the quarter ended March 31, 2025 fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the informa |
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May 1, 2025 |
Exhibit 99.1 CALIFORNIA BANCORP ANNOUNCES INCREASE IN SHARE REPURCHASE PROGRAM AND THE REDEMPTION OF SUBORDINATED NOTES San Diego, Calif., May 1, 2025 – California Bancorp (the “Company”) (Nasdaq: BCAL), the holding company for California Bank of Commerce, N.A. (the “Bank”), announces that its Board of Directors has authorized an increase in the number of shares of the Company’s common stock that |
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May 1, 2025 |
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): May 1, 2025 CALIFORNIA BANCORP California BanCorp \ CA (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorpora |
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April 24, 2025 |
Investor Presentation, First Quarter 2025 Exhibit 99.2 |
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April 24, 2025 |
CALIFORNIA BANCORP REPORTS NET INCOME OF $16.9 MILLION FOR THE FIRST QUARTER OF 2025 Exhibit 99.1 CALIFORNIA BANCORP REPORTS NET INCOME OF $16.9 MILLION FOR THE FIRST QUARTER OF 2025 San Diego, Calif., April 24, 2025 – California BanCorp (“us,” “we,” “our,” or the “Company”) (NASDAQ: BCAL), the holding company for California Bank of Commerce, N.A. (the “Bank”) announces its consolidated financial results for the first quarter of 2025. The Company reported net income of $16.9 milli |
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April 24, 2025 |
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 24, 2025 CALIFORNIA BANCORP California BanCorp \ CA (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorp |
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April 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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April 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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April 1, 2025 |
Exhibit 10.11 AMENDED CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (“Agreement”) is entered into between California Bank of Commerce, N.A, a national banking association (“Bank”), and Bank’s parent corporation California BanCorp (the “Company”, and with Bank collectively and individually, “Employer”) with their principal offices in San Diego, CA and [Insert Name of Employee] (“Empl |
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April 1, 2025 |
Exhibit 21.1 Subsidiaries California BanCorp Subsidiary: Name Jurisdiction of Incorporation California Bank of Commerce, National Association United States BCAL OREO1, LLC United States |
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April 1, 2025 |
California BanCorp Management Incentive Plan* ** Exhibit 10.27 MANAGEMENT INCENTIVE PLAN California BanCorp – Management Incentive Plan (Approved as of December 18, 2024) (Updated for Plan Year 2024) Pg. 1 TABLE OF CONTENTS PAGE ARTICLE 1 PLAN OBJECTIVES 1 ARTICLE 2 PLAN DURATION 1 ARTICLE 3 DEFINITIONS 1 ARTICLE 4 ELIGIBILITY AND PARTICIPATION; TERMINATION OF 4 ARTICLE 5 PARTICIPATION; REPAYMENT 4 ARTICLE 5 AWARD OPPORTUNITY 5 ARTICLE 6 ESTABLI |
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April 1, 2025 |
POLICY GOVERNING INSIDER TRADING AND TIPPING Policy Governing Insider Trading and Tipping Page 2 of 16 I. |
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April 1, 2025 |
Exhibit 10.12 AMENDED CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (“Agreement”) is entered into between California Bank of Commerce, N.A, a national banking association (“Bank”), and Bank’s parent corporation California BanCorp (the “Company”, and with Bank collectively and individually, “Employer”) with their principal offices in San Diego, CA and [Insert Name of Employee] (“Empl |
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April 1, 2025 |
Exhibit 32.0 SECTION 1350 CERTIFICATION Each of the undersigned hereby certifies in his capacity as an officer of California BanCorp (the “Company”) that this Quarterly Report of the Company on Form 10-Q for the quarter ended December 31, 2024 fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the info |
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April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or o 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 001-41684 CALIFORNIA BANC |
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March 17, 2025 |
Exhibit 99.1 March 17, 2025 Mr. Steven E. Shelton Chief Executive Officer California BanCorp 12265 El Camino Real, Suite 210 San Diego, CA 92130 Dear Mr. Shelton: You have furnished us with a copy of the “Notification of Late Filing” on Form 12b-25, dated March 17, 2025, of California BanCorp (the “Company”). We are in agreement with the comments under Part III of the Form with respect to the reas |
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March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC. FILE NUMBER 001-41684 CUSIP NUMBER 84252A106 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐Transi |
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February 12, 2025 |
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): January 29, 2025 CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Commission F |
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February 12, 2025 |
Investor Presentation, Fourth Quarter 2024 Exhibit 99.2 |
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February 12, 2025 |
Exhibit 99.1 CALIFORNIA BANCORP REPORTS NET INCOME OF $16.8 MILLION FOR THE FOURTH QUARTER AND $5.4 MILLION FOR THE FULL YEAR OF 2024 San Diego, Calif., January 29, 2025 – California BanCorp (“us,” “we,” “our,” or the “Company”) (NASDAQ: BCAL), the holding company for California Bank of Commerce, N.A. (the “Bank”) announces its consolidated financial results for the fourth quarter and full year of |
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November 15, 2024 |
BCAL / California BanCorp. / ALLIANCEBERNSTEIN L.P. Passive Investment SC 13G/A 1 CaliforniaBanCorp.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* California BanCorp (Name of Issuer) Common Stock (Title of Class of Securities) 84252A106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 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 001-41684 CALIFO |
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November 14, 2024 |
Rule 13a-14(b) and 18 U.S.C. 1350 Certification Exhibit 32.0 SECTION 1350 CERTIFICATION Each of the undersigned hereby certifies in his capacity as an officer of California BanCorp (the “Company”) that this Quarterly Report of the Company on Form 10-Q for the quarter ended September 30, 2024 fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the inf |
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November 14, 2024 |
Exhibit 10.6 SEPARATION AND RELEASE AGREEMENT California BanCorp and California Bank of Commerce, N.A. (“Bank”) and Thomas A. Sa (“Employee”) hereby enter into this Separation and Release Agreement (the “Agreement”). The parties agree as follows: 1.Consideration for Release. On September 20, 2024 (“Separation Date”) Employee’s employment with the Bank and all of its affiliates terminated and Emplo |
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November 14, 2024 | ||
October 29, 2024 |
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): October 29, 2024 CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Commission F |
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October 29, 2024 |
CALIFORNIA BANCORP REPORTS FINANCIAL RESULTS FOR THE THIRD QUARTER OF 2024 Exhibit 99.1 CALIFORNIA BANCORP REPORTS FINANCIAL RESULTS FOR THE THIRD QUARTER OF 2024 San Diego, Calif., October 29, 2024 – California BanCorp (“us,” “we,” “our,” or the “Company”) (NASDAQ: BCAL), the holding company for California Bank of Commerce, N.A. (the “Bank”) announces its consolidated financial results for the third quarter of 2024. The Company reported net loss of $16.5 million for the |
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October 29, 2024 |
Investor Presentation, Third Quarter 2024 Exhibit 99-2 |
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October 8, 2024 |
Exhibit 99.2 CALIFORNIA BANCORP INDEX TO QUARTERLY FINANCIAL STATEMENTS (UNAUDITED) FOR THE QUARTER ENDED JUNE 30, 2024 Page Consolidated Financial Statements (Unaudited) Consolidated Statements of Financial Condition 2 Consolidated Statements of (Loss) Income for the Three and Six Months Ended June 30, 2024 and 2023 3 Consolidated Statements of Comprehensive (Loss) Income for the Three and Six Mo |
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October 8, 2024 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Commission Fi |
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October 8, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma condensed combined consolidated financial information and explanatory notes present how the combined financial statements of California BanCorp (formerly Southern California Bancorp or “SCB” prior to the merger closing on July 31, 2024) and California Bancorp (“CBC”) may have ap |
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September 26, 2024 |
California Bank of Commerce Names Michele Wirfel Chief Operating Officer Exhibit 99.1 California Bank of Commerce Names Michele Wirfel Chief Operating Officer San Diego, Calif., September 26, 2024 – California Bank of Commerce, N.A. (the “Bank”), the wholly owned subsidiary of California BanCorp (the “Company”) (Nasdaq: BCAL), announces the promotion of Michele Wirfel to Executive Vice President, Chief Operating Officer of the Company and Bank as of September 20, 2024. |
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September 26, 2024 |
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): September 20, 2024 CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Commission |
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August 12, 2024 |
Rule 13a-14(b) and 18 U.S.C. 1350 Certification Exhibit 32.0 SECTION 1350 CERTIFICATION Each of the undersigned hereby certifies in his capacity as an officer of California BanCorp (the “Company”) that this Quarterly Report of the Company on Form 10-Q for the quarter ended June 30, 2024 fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the informat |
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August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 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 001-41684 CALIFORNIA |
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July 31, 2024 |
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): July 31, 2024 CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Commission File |
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July 31, 2024 |
Exhibit 10.9 CALIFORNIA BANK OF COMMERCE SPLIT-DOLLAR AGREEMENT (By and Between California Bank of Commerce and Thomas A. Sa) This CALIFORNIA BANK OF COMMERCE SPLIT-DOLLAR AGREEMENT (“Agreement”) was executed on January 14, 2020 (“Execution Date”) by and between California Bank of Commerce, a California banking corporation having its main office in Lafayette, California (the “Bank” or “Employer”), |
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July 31, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) California BanCorp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity(1) Common Stock, no par value per share Rule 457(c) and Rule 457(h) 263,314 $ 15. |
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July 31, 2024 |
Exhibit 3.2 BYLAWS OF CALIFORNIA BANCORP Amended and Restated as of July 31, 2024 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1. Principal Offices 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 1. Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 1 Section 4. Notice of Shareholders’ Meetings 2 Section 5. The Record Date 3 Section 6. Quo |
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July 31, 2024 |
SOUTHERN CALIFORNIA BANCORP AND CALIFORNIA BANCORP COMPLETE MERGER OF EQUALS Exhibit 99.1 SOUTHERN CALIFORNIA BANCORP AND CALIFORNIA BANCORP COMPLETE MERGER OF EQUALS San Diego, Calif. and Oakland, Calif., July 31, 2024 – Southern California Bancorp (NASDAQ: BCAL), the holding company for Bank of Southern California, N.A., and California BanCorp, the holding company for California Bank of Commerce, announce the successful closing of their previously announced merger of equ |
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July 31, 2024 |
Exhibit 10.5 FIRST AMENDMENT TO THE EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT (By and Between California Bank of Commerce and Steven E. Shelton) This First Amendment (“Amendment”) to the Executive Supplemental Compensation Agreement dated as of May 7, 2018 (the “Agreement”), is made and entered into as of July 31, 2024, by and between California Bank of Commerce, N.A., a national association ( |
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July 31, 2024 |
Agreement of Merger dated as of July 31, 2024 Exhibit 3.1 AGREEMENT OF MERGER This Agreement of Merger, dated as of July 31, 2024 (“Agreement”), is made by and between Southern California Bancorp (“SCB”) and California BanCorp (“CBC”). WITNESSETH: WHEREAS, SCB is a California corporation, California Entity Number 4321159, which has its principal place of business in San Diego, California; WHEREAS, CBC is a California corporation, California E |
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July 31, 2024 |
Exhibit 10.11 CALIFORNIA BANCORP RESTRICTED STOCK UNIT AGREEMENT California BanCorp, a California corporation, (the “Company” or “BanCorp”), hereby awards you a Restricted Stock Unit Award (the “Stock Units”). The terms and conditions of the Award are set forth in this cover sheet and the attached Restricted Stock Unit Agreement (together, this “Agreement”) and in the California BanCorp 2017 Equit |
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July 31, 2024 |
California Bancorp 2017 Amended and Restated Equity Incentive Plan Exhibit 10.10 CALIFORNIA BANCORP 2017 EQUITY INCENTIVE PLAN Amended and Restated as of May 18, 2023 1. Preamble. The Board of Directors of California Bank of Commerce from time to time has adopted, and the shareholders of California Bank of Commerce have approved various long-term incentive compensation programs that have authorized grants of incentive stock options, nonqualified stock options, st |
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July 31, 2024 |
As filed with the Securities and Exchange Commission on July 31, 2024 As filed with the Securities and Exchange Commission on July 31, 2024 Registration No. |
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July 29, 2024 |
Investor Presentation, Second Quarter 2024 Exhibit 99.2 |
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July 29, 2024 |
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): July 29, 2024 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Commis |
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July 29, 2024 |
SOUTHERN CALIFORNIA BANCORP REPORTS FINANCIAL RESULTS FOR THE SECOND QUARTER OF 2024 Exhibit 99.1 SOUTHERN CALIFORNIA BANCORP REPORTS FINANCIAL RESULTS FOR THE SECOND QUARTER OF 2024 San Diego, Calif., July 29, 2024 – Southern California Bancorp (“us,” “we,” “our,” or the “Company”) (NASDAQ: BCAL), the holding company for Bank of Southern California, N.A. (the “Bank”) announces its consolidated financial results for the second quarter of 2024. The Company reported net income of $1 |
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July 29, 2024 |
Investor Presentation, Second Quarter 2024 Exhibit 99.2 |
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July 29, 2024 |
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): July 29, 2024 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Commis |
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July 29, 2024 |
SOUTHERN CALIFORNIA BANCORP REPORTS FINANCIAL RESULTS FOR THE SECOND QUARTER OF 2024 Exhibit 99.1 SOUTHERN CALIFORNIA BANCORP REPORTS FINANCIAL RESULTS FOR THE SECOND QUARTER OF 2024 San Diego, Calif., July 29, 2024 – Southern California Bancorp (“us,” “we,” “our,” or the “Company”) (NASDAQ: BCAL), the holding company for Bank of Southern California, N.A. (the “Bank”) announces its consolidated financial results for the second quarter of 2024. The Company reported net income of $1 |
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July 18, 2024 |
Exhibit 99.1 SOUTHERN CALIFORNIA BANCORP AND CALIFORNIA BANCORP ANNOUNCE RECEIPT OF SHAREHOLDER APPROVALS FOR MERGER OF EQUALS San Diego, Calif. and Oakland, Calif., July 18, 2024 – Southern California Bancorp (Nasdaq: BCAL), the holding company for Bank of Southern California, N.A., and California BanCorp (Nasdaq: CALB), the holding company for California Bank of Commerce, announce that at meetin |
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July 18, 2024 |
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): July 17, 2024 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Commis |
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July 18, 2024 |
Exhibit 3.1 BYLAWS OF SOUTHERN CALIFORNIA BANCORP Amended and Restated as of July 17, 2024 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1. Principal Offices 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 1. Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 1 Section 4. Notice of Shareholders’ Meetings 2 Section 5. The Record Date 3 Secti |
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July 18, 2024 |
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): July 17, 2024 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Commis |
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July 18, 2024 |
Exhibit 3.1 BYLAWS OF SOUTHERN CALIFORNIA BANCORP Amended and Restated as of July 17, 2024 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1. Principal Offices 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 1. Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 1 Section 4. Notice of Shareholders’ Meetings 2 Section 5. The Record Date 3 Secti |
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July 18, 2024 |
Exhibit 99.1 SOUTHERN CALIFORNIA BANCORP AND CALIFORNIA BANCORP ANNOUNCE RECEIPT OF SHAREHOLDER APPROVALS FOR MERGER OF EQUALS San Diego, Calif. and Oakland, Calif., July 18, 2024 – Southern California Bancorp (Nasdaq: BCAL), the holding company for Bank of Southern California, N.A., and California BanCorp (Nasdaq: CALB), the holding company for California Bank of Commerce, announce that at meetin |
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June 7, 2024 |
JOINT PROXY STATEMENT/PROSPECTUS PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT Filed pursuant to Rule 424(b)(3) Registration No. 333-279436 JOINT PROXY STATEMENT/PROSPECTUS PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT To the Shareholders of Southern California Bancorp (“SCB”) and California BanCorp (“CBC”): On behalf of the boards of directors of SCB and CBC, we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the proposed combination of |
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June 5, 2024 |
Submission of Matters to a Vote of Security Holders 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): June 4, 2024 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Commiss |
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June 4, 2024 |
12265 El Camino Real, Suite 210 San Diego, California June 4, 2024 12265 El Camino Real, Suite 210 San Diego, California June 4, 2024 VIA EDGAR Robert Arzonetti Staff Attorney United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N. |
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June 3, 2024 |
Form of Proxy to be used by California BanCorp EXHIBIT 99.02 |
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June 3, 2024 |
As filed with the Securities and Exchange Commission on June 3, 2024 As filed with the Securities and Exchange Commission on June 3, 2024 Registration No. |
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June 3, 2024 |
Form of Proxy to be used by Southern California Bancorp EXHIBIT 99.01 |
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June 3, 2024 |
Subsidiaries of Southern California Bancorp EXHIBIT 21.01 Subsidiaries Southern California Bancorp Subsidiary: Name Jurisdiction of Incorporation Bank of Southern California, National Association United States BCAL OREO1, LLC United States |
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May 15, 2024 |
EXHIBIT 23.03 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this registration statement on Form S-4 of Southern California Bancorp of our report dated March 24, 2023 relating to the 2022 consolidated financial statements of California BanCorp included in the Form 10-K of California BanCorp for the year ended December 31, 2023, and to the r |
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May 15, 2024 |
Form of Proxy to be used by Southern California Bancorp Exhibit 99.01 |
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May 15, 2024 |
Consent of Keefe, Bruyette & Woods, Inc. Exhibit 99.04 CONSENT OF KEEFE, BRUYETTE & WOODS, INC. We hereby consent to the inclusion of our opinion letter to the Board of Directors of California BanCorp (“CBC”), as Appendix C to the joint proxy statement/prospectus which forms a part of the Registration Statement on Form S-4 filed on the date hereof (the “Registration Statement”) relating to the proposed merger of CBC with and into Souther |
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May 15, 2024 |
EXHIBIT 24.01 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors of Southern California Bancorp, a California corporation (the “Company”), does hereby constitute and appoint David I. Rainer and Manisha K. Merchant, and each of them (with full power to each of them to act alone), as his/her true and lawful attorneys-in-fact and agents for him/her and on his/her |
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May 15, 2024 |
Exhibit 8.02 Sheppard, Mullin, Richter & Hampton LLP 650 Town Center Drive, 10th Floor Costa Mesa, California 92626-1993 714.513.5100 main 714.513.5130 fax www.sheppardmullin.com May 15, 2024 California BanCorp 1300 Clay Street, Suite 500 Oakland, CA 94612 Ladies and Gentlemen: This opinion is being delivered to you in connection with the Agreement and Plan of Merger and Reorganization, dated as o |
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May 15, 2024 |
Form of Proxy to be used by California BanCorp EXHIBIT 99.02 |
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May 15, 2024 |
As filed with the Securities and Exchange Commission on May 15, 2024 As filed with the Securities and Exchange Commission on May 15, 2024 Registration No. |
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May 15, 2024 |
Consent of Katten Muchin Rosenman LLP (included as part of the opinion filed as Exhibit 8.01) Exhibit 8.01 May 15, 2024 Southern California Bancorp 355 S. Grand Avenue, Suite 1200 Los Angeles, CA 90071 Ladies and Gentlemen: This opinion is being delivered to you in connection with the Agreement and Plan of Merger and Reorganization, dated as of January 30, 2024 (the “Merger Agreement”), by and between Southern California Bancorp, a California corporation (“SCB”), and California BanCorp, a |
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May 15, 2024 |
Consent of Stuart | Moore | Staub (included as part of the opinion filed as Exhibit 5.01) EXHIBIT 5.01 May 15, 2024 Board of Directors Southern California Bancorp 12265 El Camino Real, Suite 210 San Diego, California 92130 RE: Registration Statement on Form S-4 Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-4 (the “Registration Statement”) being filed by Southern California Bancorp (the “Company”) with the Securities & Exchange Commission i |
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May 15, 2024 |
EXHIBIT 99.03 CONSENT OF MJC PARTNERS, LLC We hereby consent to the inclusion of our opinion letter to the Board of Directors of Southern California Bancorp (the “Company”) as Appendix B to the Joint Proxy Statement/Prospectus relating to the proposed merger of the Company with California BanCorp contained in the Registration Statement on Form S-4, as filed with the Securities and Exchange Commiss |
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May 15, 2024 |
EXHIBIT 99.05 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4, to which this consent is an exhibit, filed by Southern California Bancorp (the “Registrant”) with the Securities and Exchange Commission, and all amendments (including post-effective amendme |
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May 15, 2024 |
EXHIBIT 23.01 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement on Form S-4 of Southern California Bancorp (the “Company”) of our report dated March 15, 2024, relating to the Company’s consolidated financial statements appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2023, fi |
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May 15, 2024 |
EXHIBIT 23.02 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this registration statement on Form S-4 of Southern California Bancorp of our report dated March 21, 2024 relating to the consolidated financial statements of California BanCorp and Subsidiary appearing in the Annual Report on Form 10-K of California BanCorp and Subsidiary for the |
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May 15, 2024 |
EXHIBIT 107 Calculation of Filing Fee Table Form S-4 (Form Type) Southern California Bancorp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Equity Common stock, no par value per share 457(f)(1) 14,639,008 N/A $ 203,628,595. |
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May 15, 2024 |
Subsidiaries of Southern California Bancorp Exhibit 21.01 Subsidiaries Southern California Bancorp Subsidiary: Name Jurisdiction of Incorporation Bank of Southern California, National Association United States BCAL OREO1, LLC United States |
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May 13, 2024 |
Exhibit 99.1 SOUTHERN CALIFORNIA BANCORP AND CALIFORNIA BANCORP ANNOUNCE RECEIPT OF REGULATORY APPROVAL FOR MERGER OF EQUALS San Diego, Calif. and Oakland, Calif., May 13, 2024 – Southern California Bancorp (Nasdaq: BCAL) and California BanCorp (Nasdaq: CALB) announce they have received required regulatory approvals from the Office of the Comptroller of the Currency and the Federal Reserve Bank of |
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May 13, 2024 |
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): May 13, 2024 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Commiss |
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May 13, 2024 |
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): May 13, 2024 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Commiss |
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May 13, 2024 |
Exhibit 99.1 SOUTHERN CALIFORNIA BANCORP AND CALIFORNIA BANCORP ANNOUNCE RECEIPT OF REGULATORY APPROVAL FOR MERGER OF EQUALS San Diego, Calif. and Oakland, Calif., May 13, 2024 – Southern California Bancorp (Nasdaq: BCAL) and California BanCorp (Nasdaq: CALB) announce they have received required regulatory approvals from the Office of the Comptroller of the Currency and the Federal Reserve Bank of |
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May 9, 2024 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2023 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) ( |
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May 9, 2024 | ||
May 8, 2024 |
Rule 13a-14(b) and 18 U.S.C. 1350 Certification Exhibit 32.0 SECTION 1350 CERTIFICATION Each of the undersigned hereby certifies in his capacity as an officer of Southern California Bancorp (the “Company”) that this Quarterly Report of the Company on Form 10-Q for the quarter ended March 31, 2024 fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that th |
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May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 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 001-41684 SOUTHERN C |
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April 29, 2024 |
SOUTHERN CALIFORNIA BANCORP REPORTS NET INCOME OF $4.9 MILLION FOR THE FIRST QUARTER OF 2024 Exhibit 99.1 SOUTHERN CALIFORNIA BANCORP REPORTS NET INCOME OF $4.9 MILLION FOR THE FIRST QUARTER OF 2024 San Diego, Calif., April 29, 2024 – Southern California Bancorp (“us,” “we,” “our,” or the “Company”) (NASDAQ: BCAL), the holding company for Bank of Southern California, N.A. (the “Bank”) announces its consolidated financial results for the first quarter of 2024. Southern California Bancorp r |
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April 29, 2024 |
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 29, 2024 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Commi |
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April 29, 2024 |
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 29, 2024 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Commi |
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April 29, 2024 |
SOUTHERN CALIFORNIA BANCORP REPORTS NET INCOME OF $4.9 MILLION FOR THE FIRST QUARTER OF 2024 Exhibit 99.1 SOUTHERN CALIFORNIA BANCORP REPORTS NET INCOME OF $4.9 MILLION FOR THE FIRST QUARTER OF 2024 San Diego, Calif., April 29, 2024 – Southern California Bancorp (“us,” “we,” “our,” or the “Company”) (NASDAQ: BCAL), the holding company for Bank of Southern California, N.A. (the “Bank”) announces its consolidated financial results for the first quarter of 2024. Southern California Bancorp r |
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April 29, 2024 |
Investor Presentation, First Quarter 2024 Exhibit 99.2 |
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April 29, 2024 |
Investor Presentation, First Quarter 2024 Exhibit 99.2 |
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April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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April 3, 2024 |
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 2, 2024 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Commis |
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March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or o 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 001-41684 SOUTHERN CALIFO |
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March 15, 2024 |
Subsidiaries of Southern California Bancorp Exhibit 21.1 Subsidiaries Southern California Bancorp Subsidiary: Name Jurisdiction of Incorporation Bank of Southern California, National Association United States |
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March 15, 2024 |
Exhibit 97.1 CLAWBACK POLICY Clawback Policy Page 2 of 8 I. Purpose and Scope The Board believes that it is in the best interests of Southern California Bancorp (the “Company”) and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this clawback |
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March 15, 2024 |
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** Exhibit 32.0 SECTION 1350 CERTIFICATION Each of the undersigned hereby certifies in his capacity as an officer of Southern California Bancorp (the “Company”) that this Quarterly Report of the Company on Form 10-Q for the quarter ended December 31, 2023 fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that |
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March 15, 2024 |
Exhibit 3.2 |
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March 15, 2024 |
DESCRIPTION OF REGISTRANT’S SECURITIES As of December 31, 2023, the authorized capital stock of Southern California Bancorp (the “Company”, “we,” or “us”) consists of 50,000,000 shares of common stock, no par value per share, and 50,000,000 shares of serial preferred stock, no par value per share. |
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February 28, 2024 |
Filed by Southern California Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: California BanCorp Commission File No. |
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February 14, 2024 |
BCAL / Southern California Bancorp / Fourthstone LLC - AMENDMENT TO FORM SC 13G Passive Investment SC 13G/A 1 bcal-sc13ga123123.htm AMENDMENT TO FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 SOUTHERN CALIFORNIA BANCORP (Name of Issuer) Common Stock, no par value per share (Titles of Class of Securities) 84252A106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing |
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February 9, 2024 |
SC 13G 1 tm245732d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Southern California Bancorp (Name of Issuer) Common Stock, no par value per share (Title of Class of Securities) 84252A106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check t |
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February 9, 2024 |
EX-99.1 2 tm245732d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13G, dated February 9, 2024, with respect to the common stock, no par value per share, of Southern California Bancorp, a California corporation, is, and any amendments hereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in acco |
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January 30, 2024 |
Exhibit 10.3 |
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January 30, 2024 |
Exhibit 10.2 Execution Version EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into by and among Southern California Bancorp, a California corporation (“Bancorp”), Bank of Southern California, N.A., a national banking association (the “Bank”, and together with Bancorp, the “Company”), and Steven E. Shelton (the “Executive”), with reference to the following: RECITALS A. |
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January 30, 2024 |
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): January 30, 2024 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Com |
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January 30, 2024 |
Filed by Southern California Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: California BanCorp Commission File No. |
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January 30, 2024 |
Filed by Southern California Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: California BanCorp Commission File No. |
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January 30, 2024 |
Investor Presentation, Fourth Quarter 2023 Exhibit 99.2 |
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January 30, 2024 |
Exhibit 99.1 SOUTHERN CALIFORNIA BANCORP AND CALIFORNIA BANCORP ANNOUNCE A MERGER OF EQUALS TO CREATE A PREMIER CALIFORNIA BUSINESS BANK San Diego and Oakland, Calif., January 30, 2024 – Southern California Bancorp (NASDAQ: BCAL), the holding company for Bank of Southern California, N.A., and California BanCorp (NASDAQ: CALB), the holding company for California Bank of Commerce, jointly announce t |
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January 30, 2024 |
Exhibit 10.3 |
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January 30, 2024 |
Exhibit 99.1 SOUTHERN CALIFORNIA BANCORP AND CALIFORNIA BANCORP ANNOUNCE A MERGER OF EQUALS TO CREATE A PREMIER CALIFORNIA BUSINESS BANK San Diego and Oakland, Calif., January 30, 2024 – Southern California Bancorp (NASDAQ: BCAL), the holding company for Bank of Southern California, N.A., and California BanCorp (NASDAQ: CALB), the holding company for California Bank of Commerce, jointly announce t |
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January 30, 2024 |
Exhibit 99.1 SOUTHERN CALIFORNIA BANCORP REPORTS NET INCOME OF $4.4 MILLION FOR THE FOURTH QUARTER AND $25.9 MILLION FOR THE FULL YEAR OF 2023 — The Company Also Announced in a Separate Release that it has Entered into a Merger Agreement with California BanCorp San Diego, Calif., January 30, 2024 – Southern California Bancorp (“us,” “we,” “our,” or the “Company”) (NASDAQ: BCAL), the holding compan |
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January 30, 2024 |
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): January 30, 2024 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Com |
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January 30, 2024 |
Exhibit 10.2 Execution Version EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into by and among Southern California Bancorp, a California corporation (“Bancorp”), Bank of Southern California, N.A., a national banking association (the “Bank”, and together with Bancorp, the “Company”), and Steven E. Shelton (the “Executive”), with reference to the following: RECITALS A. |
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January 30, 2024 |
Exhibit 99.1 SOUTHERN CALIFORNIA BANCORP REPORTS NET INCOME OF $4.4 MILLION FOR THE FOURTH QUARTER AND $25.9 MILLION FOR THE FULL YEAR OF 2023 — The Company Also Announced in a Separate Release that it has Entered into a Merger Agreement with California BanCorp San Diego, Calif., January 30, 2024 – Southern California Bancorp (“us,” “we,” “our,” or the “Company”) (NASDAQ: BCAL), the holding compan |
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January 30, 2024 |
Filed by Southern California Bancorp Filed by Southern California Bancorp Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: California BanCorp Commission File No.: 001-39242 Internal HUB External website |
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January 30, 2024 |
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) January 30, 2024 Southern California Bancorp (Exact name of Registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Comm |
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January 30, 2024 |
Exhibit 10.1 Execution Version EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into by and among Southern California Bancorp, a California corporation (“Bancorp”), Bank of Southern California, N.A., a national banking association (the “Bank”, and together with Bancorp, the “Company”), and David I. Rainer (the “Executive”), with reference to the following: RECITALS A. W |
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January 30, 2024 |
Exhibit 10.1 Execution Version EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into by and among Southern California Bancorp, a California corporation (“Bancorp”), Bank of Southern California, N.A., a national banking association (the “Bank”, and together with Bancorp, the “Company”), and David I. Rainer (the “Executive”), with reference to the following: RECITALS A. W |
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January 30, 2024 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF JANUARY 30, 2024 BY AND BETWEEN SOUTHERN CALIFORNIA BANCORP AND CALIFORNIA BANCORP TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 1.01 Certain Definitions 2 ARTICLE II THE MERGER 10 2.01 The Merger 10 2.02 Closing; Effective Time 11 2.03 Bank Merger 11 ARTICLE III CONSIDERATION AND EXCHANGE PROCEDURES |
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January 30, 2024 |
Investor Presentation, dated January 30, 2024 Exhibit 99.2 |
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January 30, 2024 |
Investor Presentation, dated January 30, 2024 Exhibit 99.2 |
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January 30, 2024 |
Investor Presentation, Fourth Quarter 2023 Exhibit 99.2 |
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January 30, 2024 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF JANUARY 30, 2024 BY AND BETWEEN SOUTHERN CALIFORNIA BANCORP AND CALIFORNIA BANCORP TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 1.01 Certain Definitions 2 ARTICLE II THE MERGER 10 2.01 The Merger 10 2.02 Closing; Effective Time 11 2.03 Bank Merger 11 ARTICLE III CONSIDERATION AND EXCHANGE PROCEDURES |
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January 30, 2024 |
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) January 30, 2024 Southern California Bancorp (Exact name of Registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Comm |
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January 19, 2024 |
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): January 16, 2024 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Com |
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January 19, 2024 |
SOUTHERN CALIFORNIA BANCORP ANNOUNCES THE RETIREMENT OF CHAIRMAN EMERITUS AND DIRECTOR JOHN FARKASH Exhibit 99.1 SOUTHERN CALIFORNIA BANCORP ANNOUNCES THE RETIREMENT OF CHAIRMAN EMERITUS AND DIRECTOR JOHN FARKASH San Diego, Calif., January 19, 2024 – Southern California Bancorp (“us,” “we,” “our,” or the “Company”) (NASDAQ: BCAL), the holding company for Bank of Southern California, N.A. (the “Bank”) announces the retirement of Chairman Emeritus and Director John Farkash, effective Tuesday, Janu |
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November 21, 2023 |
Eide Bailly’s letter dated November 20, 2023 EXHIBIT 16.1 November 20, 2023 Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Commissioners: On November 17, 2023, we provided notice to Southern California Bancorp (the Company) of our decision to not stand for reelection as the Company’s independent registered public accounting firm. We have read the statements made by Southern California Bancorp, which we understand wil |
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November 21, 2023 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits 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): November 17, 2023 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Co |
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November 13, 2023 |
Rule 13a-14(b) and 18 U.S.C. 1350 Certification Exhibit 32.0 SECTION 1350 CERTIFICATION Each of the undersigned hereby certifies in his capacity as an officer of Southern California Bancorp (the “Company”) that this Quarterly Report of the Company on Form 10-Q for the quarter ended September 30, 2023 fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and tha |
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November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the quarterly period ended September 30, 2023 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 001-41684 SOUTHERN CALIFO |
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October 26, 2023 |
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): October 26, 2023 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Com |
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October 26, 2023 |
SOUTHERN CALIFORNIA BANCORP REPORTS NET INCOME OF $6.6 MILLION FOR THE THIRD QUARTER Exhibit 99.1 SOUTHERN CALIFORNIA BANCORP REPORTS NET INCOME OF $6.6 MILLION FOR THE THIRD QUARTER San Diego, Calif., October 26, 2023 – Southern California Bancorp (“us,” “we,” “our,” or the “Company”) (NASDAQ: BCAL), the holding company for Bank of Southern California, N.A. (the “Bank”) announces its consolidated financial results for the third quarter of 2023. Southern California Bancorp reporte |
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October 26, 2023 |
Investor Presentation, Third Quarter 2023 Exhibit 99.2 |
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August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the quarterly period ended June 30, 2023 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 001-41684 SOUTHERN CALIFORNIA |
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August 9, 2023 |
Rule 13a-14(b) and 18 U.S.C. 1350 Certification Exhibit 32.0 SECTION 1350 CERTIFICATION Each of the undersigned hereby certifies in his capacity as an officer of Southern California Bancorp (the “Company”) that this Quarterly Report of the Company on Form 10-Q for the quarter ended June 30, 2023 fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the |
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July 27, 2023 |
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): July 26, 2023 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Commis |
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July 25, 2023 |
SOUTHERN CALIFORNIA BANCORP REPORTS NET INCOME OF $6.7 MILLION FOR THE SECOND QUARTER Exhibit 99.1 SOUTHERN CALIFORNIA BANCORP REPORTS NET INCOME OF $6.7 MILLION FOR THE SECOND QUARTER San Diego, Calif., July 25, 2023 – Southern California Bancorp (“us,” “we,” “our,” or the “Company”) (NASDAQ: BCAL), the holding company for Bank of Southern California, N.A. (the “Bank”) announces its consolidated financial results for the second quarter of 2023. Southern California Bancorp reported |
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July 25, 2023 |
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): July 25, 2023 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Commis |
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July 25, 2023 |
Investor Presentation, Second Quarter 2023 Exhibit 99.2 |
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June 20, 2023 |
Rule 13a-14(b) and 18 U.S.C. 1350 Certification Exhibit 32.0 SECTION 1350 CERTIFICATION Each of the undersigned hereby certifies in his capacity as an officer of Southern California Bancorp (the “Company”) that this Quarterly Report of the Company on Form 10-Q for the quarter ended March 31, 2023 fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that th |
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June 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the quarterly period ended March 31, 2023 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 001-41684 SOUTHERN CALIFORNIA |
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June 15, 2023 |
SOUTHERN CALIFORNIA BANCORP ANNOUNCES SHARE REPURCHASE PROGRAM Exhibit 99.1 SOUTHERN CALIFORNIA BANCORP ANNOUNCES SHARE REPURCHASE PROGRAM San Diego, Calif., June 15, 2023 – Southern California Bancorp (the “Company”) (Nasdaq: BCAL), the holding company for Bank of Southern California, N.A. (the “Bank”), announces that its Board of Directors has authorized the Company to repurchase, from time to time, up to 550,000 shares of its common stock, or approximately |
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June 15, 2023 |
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): June 15, 2023 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Commis |
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June 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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June 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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May 24, 2023 |
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): May 18, 2023 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Commiss |
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May 19, 2023 |
EX-FILING FEES 4 ex107.htm Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Southern California Bancorp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee |
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May 19, 2023 |
As filed with the Securities and Exchange Commission on May 18, 2023 As filed with the Securities and Exchange Commission on May 18, 2023 Registration No. |
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May 11, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): May 11, 2023 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 001-41684 84-3288397 (State or other jurisdiction of incorporation) (Commiss |
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May 11, 2023 |
Exhibit 99.1 SOUTHERN CALIFORNIA BANCORP ANNOUNCES EFFECTIVENESS OF REGISTRATION STATEMENT ON FORM 10 AND LISTING ON NASDAQ CAPITAL MARKET San Diego, Calif., May 11, 2023 – Southern California Bancorp (“us,” “we,” “our,” or the “Company”) (NASDAQ: BCAL), announced today that its Registration Statement on Form 10 has been declared effective by the U.S. Securities and Exchange Commission (the “SEC”) |
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May 11, 2023 |
Investor Presentation, First Quarter 2023 Exhibit 99.2 |
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May 8, 2023 |
SOUTHERN CALIFORNIA BANCORP 12265 El Camino Real, Suite 210 San Diego, California 92130 SOUTHERN CALIFORNIA BANCORP 12265 El Camino Real, Suite 210 San Diego, California 92130 May 8, 2023 VIA EDGAR Division of Corporation Finance U. |
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April 24, 2023 |
SOUTHERN CALIFORNIA BANCORP 12265 El Camino Real, Suite 210 San Diego, California 92130 CORRESP 1 filename1.htm SOUTHERN CALIFORNIA BANCORP 12265 El Camino Real, Suite 210 San Diego, California 92130 April 24, 2023 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Shannon Davis Michael Volley Madeleine Mateo Tonya Aldave Re: Southern California Bancorp Registration Statement on Form 10-12B Filed Apri |
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April 24, 2023 |
As filed with the Securities and Exchange Commission on April 24, 2023 As filed with the Securities and Exchange Commission on April 24, 2023 File No. 001-41684 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 8 |
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April 6, 2023 |
Exhibit 10.7 BANK OF SOUTHERN CALIFORNIA, N.A. 2011 OMNIBUS EQUITY INCENTIVE PLAN TABLE OF CONTENTS ARTICLE I 1 GENERAL 1 1.1 Purpose 1 1.2 Definitions of Certain Terms 1 1.3 Administration 5 1.4 Persons Eligible for Awards 6 1.5 Types of Awards Under the Plan 7 1.6 Shares Available for Awards 7 1.7 Adjustments Upon Changes in Capitalization 7 1.8 Award Agreements 8 1.9 Rights of Participants 8 1. |
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April 6, 2023 |
Exhibit 4.1 |
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April 6, 2023 |
Bylaws of Southern California Bancorp Exhibit 3.2 BYLAWS OF SOUTHERN CALIFORNIA BANCORP Amended and Restated as of January 18, 2023 TABLE OF CONTENTS Page ARTICLE I OFFICES 1 Section 1. Principal Offices 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF SHAREHOLDERS 1 Section 1. Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 1 Section 4. Notice of Shareholders’ Meetings 2 Section 5. The Record Date 3 Se |
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April 6, 2023 |
Exhibit 10.12 BANK OF SOUTHERN CALIFORNIA SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (“Agreement”) is made and entered into this 15 day of July, 2021 (“Effective Date”), by and between Bank of Southern California, N.A., a national bank located in San Diego, California (the “Bank”), and Thomas Dolan (the “Executive”). Article 1 Benefits Tables The f |
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April 6, 2023 |
Exhibit 10.16 STOCK PURCHASE AGREEMENT dated September 22, 2016 by and between BANK OF SOUTHERN CALIFORNIA, N.A. and CASTLE CREEK CAPITAL PARTNERS VI, LP STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is dated as of September 22, 2016, by and between Bank of Southern California, N.A., a national banking association (the “Bank”), and Castle Creek Capital Partners VI, L.P. |
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April 6, 2023 |
EX-10.11 16 ex10-11.htm Exhibit 10.11 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (“Agreement”) is entered into between Bank of Southern California, N.A, a national banking association (“Bank”), and Bank’s parent corporation Southern California Bancorp (the “Company”, and with Bank collectively and individually, “Employer”) with their principal offices in San Diego, CA and (“Emplo |
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April 6, 2023 |
10-12B 1 form10-12b.htm File No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 SOUTHERN CALIFORNIA BANCORP (Exact name of registrant as specified in its charter) California 84-3288397 (State or other jurisdiction of incorporation or organization) (I. |
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April 6, 2023 |
Exhibit 10.9 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is made on this 18th day of January, 2023 (the “Effective Date”), by and among Southern California Bancorp, a California corporation (“Bancorp”), Bank of Southern California, N.A., a national banking association (the “Bank”, and together with Bancorp, the “Company”), and David I |
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April 6, 2023 |
Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement, dated as of , is made by and between Southern California Bancorp, a California corporation (the “Company”), and (the “Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors, officers and employees the most capable persons available; WHEREAS, the Indemnitee is an “agent” (as such term is defined |
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April 6, 2023 |
Exhibit 10.10 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (“Agreement”) is entered into between Bank of Southern California, N.A, a national banking association (“Bank”), and Bank’s parent corporation Southern California Bancorp (the “Company”, and with Bank collectively and individually, “Employer”) with their principal offices in San Diego, CA and (“Employee”). WHEREAS, Employee |
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April 6, 2023 |
Exhibit 10.15 Execution Version EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), dated as of April 26, 2021 (the “Agreement Date”), is entered into by and between Bank of Southern California, N.A., a national banking association (the “Bank”) and Frank D. Di Tomaso, Jr. (the “Employee”) with regard to the following: RECITALS WHEREAS, simultaneously with the execution of this Agreem |
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April 6, 2023 |
Exhibit 10.2 SOUTHERN CALIFORNIA BANCORP 2019 OMNIBUS EQUITY INCENTIVE PLAN TABLE OF CONTENTS Page ARTICLE I GENERAL 1 1.1 Purpose 1 1.2 Definitions of Certain Terms 1 1.3 Administration 5 1.4 Persons Eligible for Awards 6 1.5 Types of Awards Under the Plan 6 1.6 Shares Available for Awards 6 1.7 Adjustments Upon Changes in Capitalization 7 1.8 Award Agreements 7 1.9 Rights of Participants 8 1.10 |
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April 6, 2023 |
Exhibit 10.5 UNLESS OTHERWISE STATED, ALL TERMS DEFINED IN THE PLAN SHALL HAVE THE SAME MEANING HEREIN AS SET FORTH IN THE PLAN. RESTRICTED SHARES AWARD AGREEMENT SOUTHERN CALIFORNIA BANCORP 2019 OMNIBUS EQUITY INCENTIVE PLAN ☐ Director ☒ Officer ☐ Key Employee ☐ Consultant Participant Award Date Total Shares Granted David Rainer 11/05/2020 211,765 Type of Award: ☐ Time Based ☒ Performance Based T |
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April 6, 2023 |
Exhibit 10.8 PARTICIPANTS TO WHOM INCENTIVE STOCK OPTIONS ARE GRANTED MUST MEET CERTAIN HOLDING PERIOD AND EMPLOYMENT REQUIREMENTS FOR FAVORABLE TAX TREATMENT AND THE BANK’S 2011 OMNIBUS EQUITY INCENTIVE PLAN SHALL HAVE FIRST BEEN APPROVED BY THE SHAREHOLDERS OF THE BANK BEFORE DECEMBER 21, 2012. UNLESS OTHERWISE STATED, ALL TERMS DEFINED IN THE PLAN SHALL HAVE THE SAME MEANING HEREIN AS SET FORTH |
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April 6, 2023 |
Subsidiaries of Southern California Bancorp Exhibit 21.1 Subsidiaries Southern California Bancorp Subsidiary: Name Jurisdiction of Incorporation Bank of Southern California, National Association United States |
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April 6, 2023 |
Articles of Incorporation of Southern California Bancorp Exhibit 3.1 ARTICLES OF INCORPORATION OF SOUTHERN CALIFORNIA BANCORP Article One. NAME: The name of this Corporation is: Southern California Bancorp Article Two. PURPOSE: The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or th |
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April 6, 2023 |
Exhibit 10.17 October 16, 2019 Re: Castle Creek Capital Partners VI, L.P. - Stock Purchase and Subscription Agreement Ladies and Gentlemen: Reference is made to that certain Stock Purchase and Subscription Agreement, dated as of the date of this side letter (the “Agreement”) between Bank of Southern California, National Association, a national banking association (the “Company”) and Castle Creek C |
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April 6, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 26, 2021 BY AND AMONG SOUTHERN CALIFORNIA BANCORP, BANK OF SOUTHERN CALIFORNIA, NATIONAL ASSOCIATION AND BANK OF SANTA CLARITA TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Rules of Construction 12 ARTICLE II THE MERGER AND RELATED MATTERS 12 2.1 The Merger; Surviving Entity 12 2.2 Filing of Notice of |
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April 6, 2023 |
Exhibit 10.3 UNLESS OTHERWISE STATED, ALL TERMS DEFINED IN THE PLAN SHALL HAVE THE SAME MEANING HEREIN AS SET FORTH IN THE PLAN. RESTRICTED SHARES AWARD AGREEMENT SOUTHERN CALIFORNIA BANCORP 2019 OMNIBUS EQUITY INCENTIVE PLAN ☐ Director ☐ Officer ☐ Key Employee ☐ Consultant Total Award Shares Participant Date Granted Type of Award: ☐ Time Based ☐ Performance Based THIS RESTRICTED SHARES AWARD AGRE |
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April 6, 2023 |
SOUTHERN CALIFORNIA BANCORP 12265 El Camino Real, Suite 210 San Diego, California 92130 SOUTHERN CALIFORNIA BANCORP 12265 El Camino Real, Suite 210 San Diego, California 92130 April 6, 2023 VIA EDGAR Division of Corporation Finance U. |
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April 6, 2023 |
Exhibit 10.4 PARTICIPANTS TO WHOM INCENTIVE STOCK OPTIONS ARE GRANTED MUST MEET CERTAIN HOLDING PERIOD AND EMPLOYMENT REQUIREMENTS FOR FAVORABLE TAX TREATMENT AND THE SOUTHERN CALIFORNIA BANCORP 2019 OMNIBUS EQUITY INCENTIVE PLAN SHALL HAVE FIRST BEEN APPROVED BY THE SHAREHOLDERS OF THE COMPANY BEFORE , 2020. UNLESS OTHERWISE STATED, ALL TERMS DEFINED IN THE PLAN SHALL HAVE THE SAME MEANING HEREIN |
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April 6, 2023 |
Southern California Bancorp Management Incentive Plan* Exhibit 10.14 MANAGEMENT INCENTIVE PLAN TABLE OF CONTENTS PAGE ARTICLE 1 PLAN OBJECTIVES 1 ARTICLE 2 PLAN DURATION 1 ARTICLE 3 DEFINITIONS 1 ARTICLE 4 ELIGIBILITY AND PARTICIPATION; TERMINATION OF PARTICIPATION; REPAYMENT 4 ARTICLE 5 AWARD OPPORTUNITY 5 ARTICLE 6 ESTABLISHMENT OF PERFORMANCE OBJECTIVES 5 ARTICLE 7 DETERMINATION AND PAYMENT OF AWARDS 6 ARTICLE 8 ADMINISTRATION 6 ARTICLE 9 AMENDMENT |
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April 6, 2023 |
Exhibit 10.6 UNLESS OTHERWISE STATED, ALL TERMS DEFINED IN THE PLAN SHALL HAVE THE SAME MEANING HEREIN AS SET FORTH IN THE PLAN. RESTRICTED SHARES AWARD AGREEMENT SOUTHERN CALIFORNIA BANCORP 2019 OMNIBUS EQUITY INCENTIVE PLAN ☐ Director ☒ Officer ☐ Key Employee ☐ Consultant Participant Total Date Award Shares Granted Tom Dolan 10/26/2020 42,353 Type of Award: ☐ Time Based ☒ Performance Based THIS |
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April 6, 2023 |
Exhibit 10.13 BANK OF SOUTHERN CALIFORNIA SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (“Agreement”) is made and entered into this 14th day of July, 2021 (“Effective Date”), by and between Bank of Southern California, N.A., a national bank located in San Diego, California (the “Bank”), and Richard Hernandez (the “Executive”). Article 1 Benefits Table |
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March 2, 2023 |
This draft registration statement has not been publicly filed with the Securities and Exchange Commission, and all information herein remains strictly confidential. |
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March 2, 2023 |
SOUTHERN CALIFORNIA BANCORP 12265 El Camino Real, Suite 210 San Diego, California 92130 SOUTHERN CALIFORNIA BANCORP 12265 El Camino Real, Suite 210 San Diego, California 92130 March 2, 2023 VIA EDGAR Division of Corporation Finance U. |
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February 14, 2023 |
Fourthstone LLC - SCHEDULE 13G SC 13G 1 bcal-sc13g123122.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.)* Under the Securities Exchange Act of 1934 SOUTHERN CALIFORNIA BANCORP (Name of Issuer) Common Stock, no par value per share (Titles of Class of Securities) 84252A106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) |
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February 10, 2022 |
MLVF / Malvern Bancorp Inc / BANC FUNDS CO LLC - NONE Passive Investment SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Southern California Bancorp \ CA (Name of Issuer) COMMON STOCK (Title of Class of Securities) 84252A106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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February 11, 2021 |
SC 13G 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Southern California Bancorp \ CA (Name of Issuer) COMMON STOCK (Title of Class of Securities) 84252A106 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |