BKGM / BankGuam Holding Company - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 5) BankGuam Holding Company (Name of the Issuer and Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 5) BankGuam Holding Company (Name of the Issuer and Name of Person Filing Statement) Common Stock, $0.2083 par value per share (Title of Class of Securities) 06644A106 (CUSIP Number of Class of Securities)

As filed with the Securities and Exchange Commission on December 9, 2022

As filed with the Securities and Exchange Commission on December 9, 2022 Registration File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-54483 BankGuam Holding Company (Exact name of registrant as specified in

As filed with the Securities and Exchange Commission on December 9, 2022

As filed with the Securities and Exchange Commission on December 9, 2022 Registration File No.

BankGuam Holding Company Declares Dividends

Exhibit 99.1 December 2, 2022 PRESS RELEASE BankGuam Holding Company Declares Dividends BankGuam Holding Company (BKGM) announced that its Board of Directors declared a quarterly cash dividend of $50.00 per share for the holders of its common stock and a dividend payment to the holders of the Company?s 7.08% Floating Rate Noncumulative Preferred Stock, Series A, at its Board?s regular meeting held

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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 28, 2022 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission

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

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the report on Form 10-Q of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 6

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

Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joaquin P.L.G. Cook, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

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

Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Symon A. Madrazo, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit t

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) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 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: 000-54483 Ban

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 4) BankGuam Holding Company (Name of the Issuer and Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 4) BankGuam Holding Company (Name of the Issuer and Name of Person Filing Statement) Common Stock, $0.2083 par value per share (Title of Class of Securities) 06644A106 (CUSIP Number of Class of Securities)

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, 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): October 31, 2022 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission F

Certificate of Amendment to the Second Amended and Restated Articles of Incorporation of BankGuam Holding Company.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BANKGUAM HOLDING COMPANY The undersigned being respectively the President and Secretary of BANKGUAM HOLDING COMPANY do hereby certify that attached hereto is an Amendment to the Second Amended and Restated Articles of Incorporation of BANKGUAM HOLDING COMPANY as amended as of October 31, 2022, duly

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 3) BankGuam Holding Company (Name of the Issuer and Name

SC 13E3/A 1 d375268dsc13e3a.htm SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 3) BankGuam Holding Company (Name of the Issuer and Name of Person Filing Statement) Common Stock, $0.2083 par value per share (Title of Class of Securities) 06644A

Other Events

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 26, 2022 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission

BankGuam Holding Company Declares Dividends

Exhibit 99.1 PRESS RELEASE August 26, 2022 BankGuam Holding Company Declares Dividends BankGuam Holding Company (BKGM) announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company?s 7.08% Floating Rate Noncumulative Preferred Stock, Series A, at its Board?s regular meeting held o

Financial Statements and Exhibits, Other Events

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 22, 2022 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission Fi

Employment Agreement dated June 25, 2022 between Maria Eugenia H. Leon Guerrero

Exhibit 10.02 EMPLOYMENT AGREEMENT This Agreement is made and entered into as of the 25th day of June 2022 by and between BANK OF GUAM, a Guam corporation (herein called the "Bank") and MARIA EUGENIA H. LEON GUERRERO, (herein called the "Executive Vice President") (herein called ?Agreement?). NOW, THEREFORE, in consideration of the mutual promises of the parties to the Agreement, it is hereby agre

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

Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Symon A. Madrazo, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit t

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

Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joaquin P.L.G. Cook, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

Employment Agreement dated June 25, 2022 between Bank of Guam and Joaquin P.L.G. Cook

Exhibit 10.01 EMPLOYMENT AGREEMENT This Agreement is made and entered into as of the 25th day of June 2022 by and between BANK OF GUAM, a Guam corporation (herein called the "Bank") and JOAQUIN P. L.G. COOK, (herein called the "President") (herein called ?Agreement?). NOW, THEREFORE, in consideration of the mutual promises of the parties to the Agreement, it is hereby agreed as follows: 1.Employme

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) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 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: 000-54483 BankGuam

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

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the report on Form 10-Q of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 6

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): July 25, 2022 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 25, 2022 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 2) BankGuam Holding Company (Name of the Issuer and Name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 2) BankGuam Holding Company (Name of the Issuer and Name of Person Filing Statement) Common Stock, $0.2083 par value per share (Title of Class of Securities) 06644A106 (CUSIP Number of Class of Securities)

(a) (1) Definitive Proxy Statement, including all appendices attached thereto, incorporated by reference to the Schedule 14A filed by the Company with the SEC on June 14, 2022.

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

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

DEFA14A 1 d287689ddefa14a.htm DEFA14A 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 1) BankGuam Holding Company (Name of the Issuer and Name

SC 13E3/A 1 d335112dsc13e3a.htm SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 (Amendment No. 1) BankGuam Holding Company (Name of the Issuer and Name of Person Filing Statement) Common Stock, $0.2083 par value per share (Title of Class of Securities) 06644A

Preliminary Proxy Statement, including all appendices attached thereto, incorporated by reference to Amendment No. 1 to the Schedule 14A filed with the SEC on June 3, 2022

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 (Amendment No. 1) 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)) ? Defi

Bradley Arant Boult Cummings LLP | One Federal Place | 1819 Fifth Avenue North | Birmingham, AL 35203-2119 | 205.521.8000 | bradley.com

CORRESP 1 filename1.htm Stephen Hinton Partner [email protected] 205.521.8406 direct June 3, 2022 VIA EDGAR SUBMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street, NE Washington, D.C. 20549 Attn: Perry Hindin Re: BankGuam Holding Company Schedule 13E-3 filed April 26, 2022 File No. 005-86694 Preliminary Proxy Stat

Financial Statements and Exhibits, Other Events

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 23, 2022 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission File

BankGuam Holding Company Declares Dividends

Exhibit 99.1 May 27, 2022 BankGuam Holding Company Declares Dividends BankGuam Holding Company (BKGM) announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company?s 4.97% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series A, at its Board?s regular meeting held on Mond

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

Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Symon A. Madrazo, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit t

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) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 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: 000-54483 BankGua

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

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the report on Form 10-Q of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 6

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

Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joaquin P.L.G. Cook, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 25, 2022 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission Fil

Certification of Chief Executive Officer pursuant to Rule 13-a14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.03 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joaquin P.L.G. Cook, certify that: 1.  I have reviewed this amendment no. 1 to the Annual Report on Form 10-K of BankGuam Holding Company; and 2.  Based on my knowledge, this report does not contain any untrue state

Consent of Burger & Comer, P.C.

BURGER & COMER, P.C. Exhibit 23.02 CERTIFIED PUBLIC ACCOUNTANTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Members of ASC Trust LLC Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of ASC Trust LLC and Subsidiaries (the Company) as of December 31, 2021, and the related consolidated statements of income, chang

Certification of Chief Financial Officer pursuant to Rule 13-a14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.04 CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Symon A. Madrazo, certify that: 1.  I have reviewed this amendment no. 1 to the Annual Report on Form 10-K of BankGuam Holding Company; and 2.  Based on my knowledge, this report does not contain any untrue statemen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 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: 000-54483 Bank

Calculation of Filing Fee Tables.

Exhibit (i) Calculation of Filing Fee Tables Schedule 13E-3 (Form Type) BankGuam Holding Company (Name of the Issuer and Name of Person Filing Statement) Table 1 ? Transaction Value Transaction Valuation Fee Rate Amount of Filing Fee Fees to Be Paid $ 8,546,799.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 BankGuam Holding Company (Name of the Issuer and Name of Person Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 BankGuam Holding Company (Name of the Issuer and Name of Person Filing Statement) Common Stock, $0.2083 par value per share (Title of Class of Securities) 06644A106 (CUSIP Number of Class of Securities) Symon Madrazo Chie

Preliminary Proxy Statement

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 28, 2022 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission Fil

Employment Agreement dated January 1, 2022 between Symon A. Madrazo and Bank of Guam

Exhibit 10.05 EMPLOYMENT AGREEMENT This agreement is made and entered into as of the 1st day of January, 2022, by and between BANK OF GUAM, a Guam corporation (herein called the ?Bank?) and Symon A. Madrazo (herein called the ?Employee?). NOW, THEREFORE, in consideration of the mutual promises of the parties to the Agreement, it is hereby agreed as follows: 1.Employment. Bank hereby designates and

List of Significant Subsidiaries of the Company

Exhibit 21.01 BANKGUAM HOLDING COMPANY Subsidiaries of the Registrant Name of Subsidiary Place of Incorporation Bank of Guam Guam BankGuam Properties, Inc. Guam BankGuam Insurance Underwriters, Ltd. Guam IFIT Properties, LLC Guam BG Investment Services, Inc. Guam ASC Trust LLC Guam

Certification of Chief Executive Officer pursuant to Rule 13-a14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joaquin P.L.G. Cook, certify that: 1. I have reviewed this Annual Report on Form 10-K of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit t

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 ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 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: 000-54483 BankGuam Holding Compan

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the Annual Report on Form 10-K of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Ch

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act - Joaquin P.L.G. Cook

Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Symon A. Madrazo, certify that: 1. I have reviewed this Annual Report on Form 10-K of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to s

Consent of Independent Registered Public Accounting Firm

Exhibit 23.01 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-196854 and 333-182615) of BankGuam Holding Company of our report dated March 28, 2022 relating to the consolidated financial statements of BankGuam Holding Company appearing in the Annual Report on Form 10-K of BankGuam Holding Com

Financial Statements and Exhibits, Other Events

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): February 28, 2022 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission

BankGuam Holding Company Declares Dividends

Exhibit 99.1 March 4, 2022 PRESS RELEASE BankGuam Holding Company Declares Dividends BankGuam Holding Company (BKGM) announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company?s 4.97% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series A, at its Board?s regular meeti

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 24, 2022 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission F

Financial Statements and Exhibits, Other Events

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 22, 2021 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission

BankGuam Holding Company Declares Dividends

Exhibit 99.1 PRESS RELEASE November 29, 2021 BankGuam Holding Company Declares Dividends BankGuam Holding Company (BKGM) announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company?s 4.97% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series A, at its Board?s regular m

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 16, 2021 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission

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

Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Francisco M. Atalig, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

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) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 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: 000-54483 Ban

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

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the report on Form 10-Q of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 6

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

Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joaquin P.L.G. Cook, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

BankGuam Holding Company Declares Dividends

EXHIBIT 99.1 August 27, 2021 PRESS RELEASE BankGuam Holding Company Declares Dividends BankGuam Holding Company (BKGMF) announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company?s 4.97% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series A, at its Board?s regular me

Financial Statements and Exhibits, Other Events

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 23, 2021 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission Fi

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

Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joaquin P.L.G. Cook, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

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) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 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: 000-54483 BankGuam

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

Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Francisco M. Atalig, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

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

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the report on Form 10-Q of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 6

Form of Subordinated Note Purchase Agreement dated June 29, 2021, by and among BankGuam Holding Company and the Purchasers.

Exhibit 10.1 SUBORDINATED NOTE PURCHASE AGREEMENT This SUBORDINATED NOTE PURCHASE AGREEMENT (this ?Agreement?) is dated as of June 29, 2021 and is made by and among BankGuam Holding Company, a Guam corporation (?Company?), and the several purchasers of the Subordinated Notes named on Schedule I hereto (each a ?Purchaser? and collectively, the ?Purchasers?). RECITALS WHEREAS, Company has requested

Form of 4.75% Fixed-to-Floating Rate Subordinated Notes due July 1, 2031 (attached as Exhibit A to Form of Subordinated Note Purchase Agreement)

EX-4.1 2 d180743dex41.htm EX-4.1 Exhibit 4.1 SUBORDINATED NOTE 4.75% Fixed to Floating Rate Subordinated Note due July 1, 2031 THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE “FDIC”) OR ANY OTHER GOVERNMENT AGENCY OR FUND. THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO THE CLAIMS OF CREDIT

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d180743d8k.htm 8-K 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 29, 2021 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorp

Financial Statements and Exhibits, Other Events

8-K 1 d125895d8k.htm 8-K 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 24, 2021 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorpo

BankGuam Holding Company Declares Dividends

EX-99.1 2 d125895dex991.htm EX-99.1 Exhibit 99.1 May 28, 2021 PRESS RELEASE BankGuam Holding Company Declares Dividends BankGuam Holding Company (BKGMF) announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company’s 5.5% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Ser

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): May 17, 2021 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission File

Amendment to the Stock Purchase Agreement by and between David J. John and BankGuam Holding Company dated March 30, 2021

Exhibit 10.01 SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT This Second Amendment to a certain Stock Purchase Agreement (?Second Amendment?) is made and entered into as of the date indicated below, by and among BANK GUAM HOLDING COMPANY, a bank holding company formed under the laws of the Territory of Guam (hereinafter referred to as, the ?Buyer?), and DAVID J. JOHN, (hereinafter referred to as the

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

Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joaquin P.L.G. Cook, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

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

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the report on Form 10-Q of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 6

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) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 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: 000-54483 BankGua

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

Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Francisco M. Atalig, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

- DEFA14A

DEFA14A 1 d72898ddefa14a.htm DEFA14A 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

- DEF 14A

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

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act - Joaquin P.L.G. Cook

Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joaquin P.L.G. Cook, certify that: 1. I have reviewed this Annual Report on Form 10-K of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit t

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act – Francisco M. Atalig

Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Francisco M. Atalig, certify that: 1. I have reviewed this Annual Report on Form 10-K of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit t

Consent of Independent Registered Public Accounting Firm

Exhibit 23.01 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-196854 and 333-182615) of BankGuam Holding Company of our report dated March 22, 2021 relating to the consolidated financial statements of BankGuam Holding Company appearing in the Annual Report on Form 10-K of BankGuam Holding Com

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the Annual Report on Form 10-K of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Ch

First Amended By-Laws of BankGuam Holding Company

Exhibit 3.02 Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At its meeting on March 23, 2020, the Board of Directors of the Company amended Article III Section 11 of the Company?s Bylaws to permit remote communication meetings by the Board of Directors to state as follows: Section 11. Remote Communication Meetings A meeting of the Board of Directors, or any co

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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: 000-54483 BankGuam Holding Compan

Financial Statements and Exhibits, Other Events

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): February 22, 2021 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission

BANKGUAM HOLDING COMPANY P.O. Box BW • Hagåtña, Guam 96932

Exhibit 99.1 BANKGUAM HOLDING COMPANY P.O. Box BW ? Hag?t?a, Guam 96932 Tel: (671) 472-5271 February 26, 2021 BankGuam Holding Company Declares Dividends BankGuam Holding Company (BKGMF) announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company?s 5.5% Fixed Rate/Floating Rate

Financial Statements and Exhibits, Other Events - 8-K

8-K 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 23, 2020 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commiss

BankGuam Holding Company Declares Dividends

EX-99.1 2 d87516dex991.htm EX-99.1 EXHIBIT 99.1 November 27, 2020 PRESS RELEASE BankGuam Holding Company Declares Dividends BankGuam Holding Company (BKGMF) announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company’s 5.5% Fixed Rate/Floating Rate Noncumulative Preferred Stock,

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

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the report on Form 10-Q of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 6

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) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 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: 000-54483 Ban

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

Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joaquin P.L.G. Cook, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

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

Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Francisco M. Atalig, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

Letter from Squar Milner LLP dated November 5, 2020.

EX-16.1 Exhibit 16.1 November 5, 2020 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Dear Ladies and Gentlemen: We are the former independent registered public accounting firm for BankGuam Holding Company (the “Company”). We have read the Company’s disclosure set forth in Item 4.01 “Changes in Registrant’s Certifying Accountant” of the Company’s Current Report on Form 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - 8-K

8-K 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 1, 2020 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commissi

BankGuam Holding Company Declares Dividends

EX-99.1 2 d68866dex991.htm EX-99.1 Exhibit 99.1 August 28, 2020 PRESS RELEASE BankGuam Holding Company Declares Dividends BankGuam Holding Company (BKGMF) announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company’s 5.5% Fixed Rate/Floating Rate Noncumulative Preferred Stock, S

Financial Statements and Exhibits, Other Events - 8-K

8-K 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 24, 2020 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commissio

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 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: 000-54483 BankGuam

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

Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joaquin P.L.G. Cook, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

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

Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Francisco M. Atalig, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

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

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the report on Form 10-Q of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 6

Financial Statements and Exhibits, Other Events

8-K 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 26, 2020 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission F

BankGuam Holding Company Declares Dividends

EX-99.1 2 d875471dex991.htm EX-99.1 Exhibit 99.1 June 1, 2020 PRESS RELEASE BankGuam Holding Company Declares Dividends BankGuam Holding Company (BKGMF) announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company’s 5.5% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Ser

Submission of Matters to a Vote of Security Holders

8-K 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, 2020 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission F

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

Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Francisco M. Atalig, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

Second Amended By-Laws of BankGuam Holding Company dated March 23, 2020.

EX-3.01 2 bkgm-ex301181.htm EX-3.01 Exhibit 3.01 SECOND AMENDED BY-LAWS OF BankGuam Holding Company ARTICLE I SHAREHOLDERS MEETING Section 1.PLACE OF MEETINGS All meetings of the shareholders shall be held at the office of the corporation or at such other place in Guam, as may be designated for that purpose from time to time by the Board of Directors. Section 2.ANNUAL MEETINGS An annual meeting of

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

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the report on Form 10-Q of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 6

Quarterly Report - BKGM-Q1 03312020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 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: 000-54483 BankGua

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

Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joaquin P.L.G. Cook, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

- DEFA14A

DEFA14A 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 Pro

BKGM / BankGuam Holding Co DEF 14A - - DEF 14A

DEF 14A 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 Pro

BKGM / BankGuam Holding Co DEFA14A - - DEFA14A

DEFA14A 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 Pro

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

8-K 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): March 23, 2020 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act - Joaquin P.L.G. Cook

Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joaquin P.L.G. Cook, certify that: 1. I have reviewed this Annual Report on Form 10-K of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit t

BKGM / BankGuam Holding Co 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 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: 000-54483 BankGuam Holding Compan

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act – Francisco M. Atalig

Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Francisco M. Atalig, certify that: 1. I have reviewed this Annual Report on Form 10-K of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit t

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the Annual Report on Form 10-K of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Ch

Consent of Independent Registered Public Accounting Firm

Exhibit 23.01 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-196854 and 333-182615) of BankGuam Holding Company of our report dated March 19, 2020 relating to the consolidated financial statements of BankGuam Holding Company appearing in the Annual Report on Form 10-K of BankGuam Holding Com

Financial Statements and Exhibits, Other Events

Form 8-K 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): February 24, 2020 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Co

BankGuam Holding Company Declares Dividends

EX-99.1 2 d859854dex991.htm EX-99.1 Exhibit 99.1 February 28, 2020 PRESS RELEASE BankGuam Holding Company Declares Dividends BankGuam Holding Company (BKGMF) announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company’s 5.5% Fixed Rate/Floating Rate Noncumulative Preferred Stock

Other Events

Form 8-K 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): February 5, 2020 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Com

Other Events

8-K 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 24, 2020 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commissi

Financial Statements and Exhibits, Other Events

8-K 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 25, 2019 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commiss

BankGuam Holding Company Declares Dividends

EX-99.1 2 d840043dex991.htm EX-99.1 Exhibit 99.1 December 2, 2019 PRESS RELEASE BankGuam Holding Company Declares Dividends BankGuam Holding Company (BKGMF) announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company’s 5.5% Fixed Rate/Floating Rate Noncumulative Preferred Stock,

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

Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Francisco M. Atalig, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

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

Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joaquin P.L.G. Cook, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

BKGM / BankGuam Holding Co 10-Q - Quarterly Report - BKGMF-Q3-20190930

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 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: 000-54483 Ban

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

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the report on Form 10-Q of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 6

Financial Statements and Exhibits, Other Events

8-K 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 26, 2019 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commissio

BankGuam Holding Company Declares Dividends

EX-99.1 2 d797066dex991.htm EX-99.1 Exhibit 99.1 August 30, 2019 PRESS RELEASE BankGuam Holding Company Declares Dividends BankGuam Holding Company (BKGMF) announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company’s 5.5% Fixed Rate/Floating Rate Noncumulative Preferred Stock,

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

Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joaquin P.L.G. Cook, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

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

Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Francisco M. Atalig, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

BKGM / BankGuam Holding Co 10-Q - Quarterly Report - 10-Q

10-Q 1 bkgmf-10q20190630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commissi

Amendment, effective July 1, 2019, to the Employment Agreement dated January 1, 2019 between Bank of Guam and Francisco M. Atalig.

Exhibit 10.02 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to certain Employment Agreement (“First Amendment”) is entered into as of the date indicated below, by and among BANK OF GUAM, a Guam banking company (“Bank”) and Francisco M. Atalig (“Employee”). RECITALS A. Bank and Employee entered into a certain Employment Agreement dated 1st day of January, 2017 (“Employment Agreement”

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

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the report on Form 10-Q of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 6

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 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 27, 2019 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission

Form of 6.35% Fixed-to-Floating Rate Subordinated Notes due June 30, 2029.

EX-4.1 Exhibit 4.1 SUBORDINATED NOTE 6.35% Fixed to Floating Rate Subordinated Note due June 30, 2029 THIS OBLIGATION (THIS “NOTE”) IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE “FDIC”) OR ANY OTHER GOVERNMENT AGENCY OR FUND. THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO THE CLAIMS OF CREDITORS (OTHER THAN CREDITOR

Form of Subordinated Note Purchase Agreement dated June 27, 2019, by and among BankGuam Holding Company and certain Purchasers, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2019.

EX-10.1 3 d74723dex101.htm EX-10.1 Exhibit 10.1 SUBORDINATED NOTE PURCHASE AGREEMENT This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of June 27, 2019, and is made by and among BANKGUAM HOLDING COMPANY, a Guam corporation (“Company”), and the several purchasers of the Subordinated Notes named on Schedule I hereto (each a “Purchaser” and collectively, the “Purchasers”). RECI

BankGuam Holding Company Declares 2nd Quarter Dividends

EX-99.1 2 d731355dex991.htm EX-99.1 Exhibit 99.1 BankGuam Holding Company Declares 2nd Quarter Dividends BankGuam Holding Company (BKGMF), announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company’s 5.5% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series A, at its

Financial Statements and Exhibits, Other Events

8-K 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 28, 2019 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission F

Submission of Matters to a Vote of Security Holders

8-K 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 20, 2019 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission F

BKGM / BankGuam Holding Co 10-Q Quarterly Report 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 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: 000-54483 BankGua

Employment Agreement dated April 1, 2019 between Maria Eugenia H. Leon Guerrero and Bank of Guam

EX-10.02 3 bkgmf-ex100235.htm EX-10.02 Exhibit 10.02 EMPLOYMENT AGREEMENT This Agreement is made and entered into as of the 1st day of April 2019 by and between BANK OF GUAM, a Guam corporation (herein called the "Bank") and MARIA EUGENIA H. LEON GUERRERO, (herein called the "Executive Vice President") (herein called “Agreement”). NOW, THEREFORE, in consideration of the mutual promises of the part

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

Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Francisco M. Atalig, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

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

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the report on Form 10-Q of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 6

First Amendment to Stock Purchase Agreement dated March 12, 2019, between BankGuam Holding Company and David J. John

EX-10.04 5 bkgmf-ex1004128.htm EX-10.04 Exhibit 10.04 FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT This First Amendment to certain Stock Purchase Agreement (“First Amendment”) is entered into as of the date indicated below, by and among BANKGUAM HOLDING COMPANY, a bank holding company (“Company”) and DAVID J. JOHN (“Seller”). RECITALS A. Company and Seller entered into a certain Stock Purchase Agre

Employment Agreement dated April 1, 2019, between Bank of Guam and William D. Leon Guerrero

Exhibit 10.03 EMPLOYMENT AGREEMENT This Agreement is made and entered into as of the 1st day of April 2019 by and between BANK OF GUAM, a Guam corporation (herein called the "Bank") and WILLIAM D. LEON GUERRERO, (herein called the "Chairman of the Board") (herein called “Agreement”). NOW, THEREFORE, in consideration of the mutual promises of the parties to the Agreement, it is hereby agreed as fol

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

Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joaquin P.L.G. Cook, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

Employment Agreement dated April 1, 2019 between Joaquin P.L.G. Cook and Bank of Guam

EX-10.01 2 bkgmf-ex100136.htm EX-10.01 Exhibit 10.01 EMPLOYMENT AGREEMENT This Agreement is made and entered into as of the 1st day of April 2019 by and between BANK OF GUAM, a Guam corporation (herein called the "Bank") and JOAQUIN P. L.G. COOK, (herein called the "President") (herein called “Agreement”). NOW, THEREFORE, in consideration of the mutual promises of the parties to the Agreement, it

BKGM / BankGuam Holding Co DEFA14A

DEFA14A 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 Pro

BKGM / BankGuam Holding Co DEF 14A

DEF 14A 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)) X Definitive Pro

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 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): March 20, 2019 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission

BANKGUAM HOLDING COMPANY ANNOUNCES EXECUTIVE TEAM

EX-99.1 Exhibit 99.1 PRESS RELEASE BANKGUAM HOLDING COMPANY ANNOUNCES EXECUTIVE TEAM March 21, 2019, Hagatna, Guam. The Board of Directors of BankGuam Holding Company announced the following appointments to its Executive Team of the Holding Company and the Bank: Joaquin P.L.G. Cook was appointed as the President and Chief Executive Officer and Vice Chair of the Board of Directors. With the Bank si

BKGM / BankGuam Holding Co 10-K (Annual Report)

10-K 1 bkgmf-10k20181231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 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:

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 d709081d8k.htm 8-K 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): February 25, 2019 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of in

Maria Eugenia H. Leon Guerrero is BankGuam Holding’s New Director First Quarter Dividends Announced

EX-99.1 2 d709081dex991.htm EX-99.1 Exhibit 99.1 PRESS RELEASE March 1, 2019 Maria Eugenia H. Leon Guerrero is BankGuam Holding’s New Director First Quarter Dividends Announced BankGuam Holding Company (BKGMF) made two announcements following its February 25, 2019 Board Meeting. Maria Eugenia H. Leon Guerrero was appointed to the Board of Directors for BankGuam Holding Company, Bank of Guam and BG

BKGM / BankGuam Holding Co

CORRESP BankGuam Holding Company P.O, Box BW / Hagatna, Guam 96932 / Tel: (671) 472-5271 VIA EDGAR January 4, 2019 Mr. John Nolan, Senior Assistant Chief Accountant Mr. Benjamin Phippen, Staff Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 RE: BankGuam Holding Co Form 10-K for the fiscal year ended December 31, 2017 Filed June 29, 2018 Form 10-Q for the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 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): December 26, 2018 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commiss

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 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 26, 2018 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commiss

New Director John S. San Agustin Announced, Follows Retirement of Joe T.San Agustin Dividends Declared

EX-99.1 Exhibit 99.1 November 30, 2018 New Director John S. San Agustin Announced, Follows Retirement of Joe T.San Agustin Dividends Declared BankGuam Holding Company (BKGMF) made announcements following its November 26, 2018 Board Meeting. The appointment of John S. San Agustin to the board of BankGuam Holding Company (“Company”), Bank of Guam and BG Investment Services Inc., was made following t

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

Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joaquin P.L.G. Cook, certify that: 1. I have reviewed this Quarterly Report on 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to

BKGM / BankGuam Holding Co 10-Q (Quarterly Report)

10-Q 1 bkgmf-10q20180930.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Com

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

Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Francisco M. Atalig, certify that: 1. I have reviewed this Quarterly Report on 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to

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

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the report on Form 10-Q of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 6

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K 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 15, 2018 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Com

Submission of Matters to a Vote of Security Holders

8-K 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 4, 2018 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commiss

BankGuam Holding Company Declares 3rd Quarter Dividends

EX-99.1 Exhibit 99.1 August 31, 2018 PRESS RELEASE BankGuam Holding Company Declares 3rd Quarter Dividends BankGuam Holding Company (BKGMF), announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company’s 5.5% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series A, at it

Financial Statements and Exhibits, Other Events

8-K 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 27, 2018 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commissio

BKGM / BankGuam Holding Co POS AM

POS AM As filed with the Securities and Exchange Commission on August 14, 2018 Registration No.

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

Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Francisco M. Atalig, certify that: 1. I have reviewed this Quarterly Report on 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to

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

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the report on Form 10-Q of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 6

BKGM / BankGuam Holding Co 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 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: 000-54483 BankGuam

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

Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joaquin P.L.G. Cook, certify that: 1. I have reviewed this Quarterly Report on 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to

BKGM / BankGuam Holding Co 10-Q (Quarterly Report)

10-Q 1 bkgmf-10q20180331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commiss

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

Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Francisco M. Atalig, certify that: 1. I have reviewed this Quarterly Report on 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to

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

Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joaquin P.L.G. Cook, certify that: 1. I have reviewed this Quarterly Report on 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to

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

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the report on Form 10-Q of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 6

BKGM / BankGuam Holding Co DEFA14A

DEFA14A 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 Pro

BKGM / BankGuam Holding Co DEF 14A

DEF 14A 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 Pro

Consent of Independent Registered Public Accounting Firm

Exhibit 23.01 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-196854 and 333-182615) and on Form S-1 (No. 333-220357) of BankGuam Holding Company of our report dated June 29, 2018 relating to the consolidated financial statements of BankGuam Holding Company appearing in the Annual Report on F

BKGM / BankGuam Holding Co 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 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: 000-54483 BankGuam Holding Compan

Second Agreement to Extend Employment Agreement dated March 26, 2018 between Lourdes A. Leon Guerrero and Bank of Guam

Exhibit 10.06 SECOND AGREEMENT TO EXTEND EMPLOYMENT AGREEMENT This Agreement to Extend Employment Agreement is made as of the 26th day of March, 2018 by and between LOURDES A. LEON GUERRERO (“President and CEO”) and BANK OF GUAM (“Bank”); WITNESSETH: WHEREAS, the President and CEO and the Bank executed an Employment Agreement on May 1, 2013 which Agreement expired on December 31, 2017 and was furt

Agreement to Extend Employment Agreement dated May 29, 2018 between William D. Leon Guerrero and Bank of Guam

Exhibit 10.08 AGREEMENT TO EXTEND EMPLOYMENT AGREEMENT This Agreement to Extend Employment Agreement is made as of the 29th day of May, 2018 by and between WILLIAM D. LEON GUERRERO (“Executive Vice President and COO”) and BANK OF GUAM (“Bank”); WITNESSETH: WHEREAS, the Executive Vice President and COO and the Bank executed an Employment Agreement on June 27, 2013 which Agreement expires on May 31,

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.01 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the report on Form 10-K of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code. Joaquin P.L.G. Cook, t

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act – Joaquin P.L.G. Cook

Exhibit 31.01 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Joaquin P.L.G. Cook, certify that: 1. I have reviewed this Annual Report on 10-K of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances unde

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act – Francisco M. Atalig

Exhibit 31.02 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Francisco M. Atalig, certify that: 1. I have reviewed this Annual Report on 10-K of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances unde

June 11, 2018

EX-99.1 Exhibit 99.1 June 11, 2018 Dear Shareholder, In recent weeks we have received inquiries from shareholders asking when BankGuam Holding Company (the “Company”) will hold its 2018 annual shareholder meeting. Earlier this year, we announced that disagreements with our former independent registered public accounting firm had resulted in the firm’s dismissal. Fortunately, we were able to engage

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 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 11, 2018 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission

BankGuam Holding Company Declares 2nd Quarter Dividends

EX-99.1 Exhibit 99.1 BankGuam Holding Company Declares 2nd Quarter Dividends BankGuam Holding Company (BKGMF), announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company’s 5.5% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series A, at its Board’s regular meeting held

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 d603909d8k.htm 8-K 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 29, 2018 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorpo

BKGM / BankGuam Holding Co NT 10-Q

NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-54483 FORM 12b-25 CUSIP NUMBER U0664B109 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K

Letter from Crowe Horwath LLP to the Securities and Exchange Commission dated April 18, 2018.

EX-16.1 Exhibit 16.1 April 18, 2018 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N. E. Washington, D.C. 20549 Ladies and Gentlemen: We have read BankGuam Holding Company’s statements included under Item 4.01 of its Form 8-K dated April 18, 2018, and we agree with such statements, except that we are not in a position to agree or disagree with the first and last se

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 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 12, 2018 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission

BKGM / BankGuam Holding Co NT 10-K

NT 10-K SEC FILE NUMBER 000-54483 CUSIP NUMBER U0664B109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d559534d8k.htm 8-K 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): March 26, 2018 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incor

Financial Statements and Exhibits, Other Events

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): February 26, 2018 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission

BankGuam Holding Company Declares 1st Quarter Dividends

EX-99.1 Exhibit 99.1 P.O. Box BW ● Hagåtña, Guam 96932 Tel: (671) 472-5271 March 2, 2018 BankGuam Holding Company Declares 1st Quarter Dividends BankGuam Holding Company (BKGMF), announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company’s 5.5% Fixed Rate/Floating Rate Noncumul

Other Events

8-K 1 d521002d8k.htm 8-K 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): February 9, 2018 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of inc

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 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): December 29, 2017 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commiss

Contract Extension dated December 29, 2017

EX-10.1 2 d517105dex101.htm EX-10.1 Exhibit 10.1 AGREEMENT TO EXTEND EMPLOYMENT AGREEMENT This Agreement to Extend Employment Agreement is made as of the 29th day of December, 2017 by and between LOURDES A. LEON GUERRERO (“President and CEO”) and BANK OF GUAM (“Bank”); WITNESSETH: WHEREAS, President and CEO and the Bank executed an Employment Agreement on May 1, 2013 which Agreement expires on Dec

December 1, 2017 BankGuam Holding Company Declares 4th Quarter Dividends

EX-99.1 Exhibit 99.1 December 1, 2017 BankGuam Holding Company Declares 4th Quarter Dividends BankGuam Holding Company (BKGMF), announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company?s 5.5% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series A, at its Board?s reg

Financial Statements and Exhibits, Other Events

8-K 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 27, 2017 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commiss

BKGM / BankGuam Holding Co 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 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: 000-54483 Ban

BKGMF / BankGuam Holding Company NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-54483 FORM 12b-25 CUSIP NUMBER U0664B109 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2017 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr

Up to 1,632,653 Shares BankGuam Holding Company Common Stock

424B3 1 d431153d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-220357 Up to 1,632,653 Shares BankGuam Holding Company Common Stock We are offering up to 1,632,653 shares of our common stock, par value $0.2083 per share (“common stock”), at a price of $12.25 per share, for gross proceeds of up to $20,000,000 (the “maximum offering amount”), before deduction

Financial Statements and Exhibits, Other Events

8-K 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 28, 2017 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commis

BankGuam Holding Company Announces Public Offering of its Common Stock Proceeds to Support Continued Growth of the Company and Subsidiaries

EX-99.1 Exhibit 99.1 PRESS RELEASE September 28, 2017 FOR IMMEDIATE RELEASE BankGuam Holding Company Announces Public Offering of its Common Stock Proceeds to Support Continued Growth of the Company and Subsidiaries September 28, 2017, Hagatna, Guam ? BankGuam Holding Company (the ?Company?) (OTC Pink marketplace: BKGMF), parent company of Bank of Guam (the ?Bank?), announced today that it intends

Opinion of Danilo M. Rapadas as to the legality of the securities being registered.

EX-5.01 Exhibit 5.01 [LETTERHEAD OF DANILO M. RAPADAS ] September 27, 2017 BankGuam Holding Company 111 W Chalan Santo Papa Hag?t?a, Guam 96910 Ladies and Gentlemen: I am Senior Vice President, General Counsel and Chief Risk Officer of BankGuam Holding Company, a Guam corporation (the ?Company?), and I offer this opinion in connection with the Company?s Registration Statement on Form S-1 (Registra

BankGuam Holding S-1/A

S-1/A 1 d431153ds1a.htm S-1/A Table of Contents As filed with the Securities and Exchange Commission on September 27, 2017 Registration No. 333-220357 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 6029 66-

Form of Subscription Agreement.

EX-99.01 Exhibit 99.01 BANKGUAM HOLDING COMPANY SUBSCRIPTION AGREEMENT The undersigned (the ?Subscriber?) desires to purchase shares of the common stock (the ?Shares?) of BankGuam Holding Company, a Guam corporation (the ?Company?). Accordingly, the Subscriber agrees as follows: 1. Subscription. 1.1 The Subscriber subscribes for the number of Shares set forth on the signature page to this agreemen

BKGMF / BankGuam Holding Company ESP

CORRESP September 27, 2017 VIA EDGAR AND EMAIL U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Christopher Dunham Re: BankGuam Holding Company Registration Statement on Form S-1, as amended (File No. 333-220357) Acceleration Request Requested Date: September 29, 2017 Requested Time: 9:00 A.M. Eastern Time Ladies and Gentlem

List of Significant Subsidiaries of the Company.

EX-21.01 Exhibit 21.01 BANKGUAM HOLDING COMPANY Subsidiaries of the Registrant Name of Subsidiary Place of Incorporation Bank of Guam Guam BG Investment Services, Inc. Guam BankGuam Properties, Inc. Guam BankGuam Insurance Underwriters, Ltd. Guam

BankGuam Holding S-1

S-1 Table of Contents As filed with the Securities and Exchange Commission on September 6, 2017 Registration No.

Consent of Squar Milner LLP.

EX-23.01 Exhibit 23.01 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in this Registration Statement of BankGuam Holding Company (the “Company”) on Form S-1 of our report dated March 14, 2017 with respect to the Company’s consolidated financial statements as of December 31, 2016 and 2015 and for each of the three years ended December 31, 2016

BankGuam Holding Company Declares 3rd Quarter Dividends

EX-99.1 2 d446006dex991.htm EX-99.1 Exhibit 99.1 September 1, 2017 PRESS RELEASE BankGuam Holding Company Declares 3rd Quarter Dividends BankGuam Holding Company (BKGMF), announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company’s 5.5% Fixed Rate/Floating Rate Noncumulative Pr

Financial Statements and Exhibits, Other Events

8-K 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 28, 2017 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commissio

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

Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Francisco M. Atalig, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

BKGM / BankGuam Holding Co 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 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: 000-54483 BankGuam

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

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the report on Form 10-Q of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 6

Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley At of 2002

Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Lourdes A. Leon Guerrero, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact o

Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Rule 12g-3(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): May 30, 2017 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporatio

BankGuam Holding Company Declares 2nd Quarter Dividends

EX-99.1 2 d400145dex991.htm EX-99.1 Exhibit 99.1 May 26, 2017 BankGuam Holding Company Declares 2nd Quarter Dividends BankGuam Holding Company (BKGMF), announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company’s 5.5% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Seri

Financial Statements and Exhibits, Other Events

8-K 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 22, 2017 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission F

BankGuam Holding 10-Q (Quarterly Report)

bkgmf-10q20170331.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 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 num

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Lourdes A. Leon Guerrero, certify that: 1. I have reviewed this Quarterly Report on 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the report on Form 10-Q of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 6

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Francisco M. Atalig, certify that: 1. I have reviewed this Quarterly Report on 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to

BankGuam Holding DEF 14A

DEF 14A 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 Pro

Certified Public Accountants

EX-16.1 Exhibit 16.1 Squar Milner LLP Certified Public Accountants and Financial Advisors April 12, 2017 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have been furnished with a copy of the response to Item 4.01 of Form 8-K dated April 7, 2017 for the event that occurred on April 7, 2017, to be filed by our former client, BankGuam Holding Compa

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 7, 2017 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commission

BankGuam Holding FORM 10-K (Annual Report)

bkgmf-10k20161231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 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: 000-54483 B

Financial Statements and Exhibits, Other Events

8-K 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): February 27, 2017 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commiss

BankGuam Holding Company Declares 1st Quarter Dividends

EX-99.1 Exhibit 99.1 PRESS March 3, 2017 RELEASE BankGuam Holding Company Declares 1st Quarter Dividends BankGuam Holding Company (BKGMF), announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company’s 5.5% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series A, at its

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 11, 2017 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of in

Exhibits A and B to the Employment Agreement dated January 11, 2017 between the Bank and Francisco M. Atalig filed on January 17, 2017 as Exhibit 10.07 to the Company’s Form 8-K (incorporated by reference to Exhibit 10.07 to the Company’s Amendment to Current Report on Form 8-K/A filed with the SEC on January 20, 2017).

EX-10.07 Exhibit 10.07 Exhibit A Bank of Guam Job Description and Specifications JOB TITLE: Senior Vice President, Chief Financial Officer REPORTS TO: President, CEO and Chair of the Board FLSA STATUS: Exempt DEPARTMENT: SENIOR MANAGEMENT GENERAL SUMMARY: The general function of your position is to provide over-all supervision to the day-to-day administration of the accounting and reporting financ

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d297704d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Rule 12g-3(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): January 11, 2017 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jur

Stock Purchase Agreement dated May 27, 2016 between David J. John and the Company (incorporated by reference to Exhibit 10.01 to the Company’s Current Report on Form 8-K filed with the SEC on January 17, 2017).

EX-10.01 2 d297704dex1001.htm EX-10.01 Exhibit 10.01 STOCK PURCHASE AGREEMENT BY AND BETWEEN DAVID J. JOHN AND BANKGUAM HOLDING COMPANY DATED AS OF MAY 27, 2016 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT, dated as of May 27, 2016, is made and entered into by and among BANKGUAM HOLDING COMPANY, bank holding company formed under the laws of the Territory of Guam (hereinafter referred to

Employment Agreement dated January 11, 2017 between the Bank and Francisco M. Atalig (incorporated by reference to Exhibit 10.07 to the Company’s Current Report on Form 8-K filed with the SEC on January 17, 2017).

EX-10.07 3 d297704dex1007.htm EX-10.07 Exhibit 10.07 EMPLOYMENT AGREEMENT This Agreement is made and entered into as of the 11th day of January, 2017, by and between BANK OF GUAM, a Guam corporation (herein called the “Bank”) and Francisco M. Atalig (herein called the “Employee”). NOW, THEREFORE, in consideration of the mutual promises of the parties to the Agreement, it is hereby agreed as follow

BankGuam Holding 8-K (Current Report/Significant Event)

8-K 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 28, 2016 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commiss

BankGuam Holding Company Declares 4th Quarter Dividends

EX-99.1 2 d299206dex991.htm EX-99.1 Exhibit 99.1 December 2, 2016 PRESS RELEASE BankGuam Holding Company Declares 4th Quarter Dividends BankGuam Holding Company (BKGMF), announced that its Board of Directors declared a quarterly cash dividend of $0.10 per share for the holders of its common stock and a dividend payment to the holders of the Company’s 5.5% Fixed Rate/Floating Rate Noncumulative Pre

BankGuam Holding 10-Q (Quarterly Report)

bkgmf-10q20160930.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 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

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Francisco M. Atalig, certify that: 1. I have reviewed this Quarterly Report on 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT The certification set forth below is being submitted in connection with the report on Form 10-Q of BankGuam Holding Company for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 6

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 31.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Lourdes A. Leon Guerrero, certify that: 1. I have reviewed this Quarterly Report on 10-Q of BankGuam Holding Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omi

Form of Private Placement Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 21, 2016).

Exhibit 10.1 THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) RELATES TO AN OFFERING OF SERIES A STOCK RELYING UPON ONE OR MORE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL SECURITIES LAWS PURSUANT TO SECTION 4(2) AND/OR RULE 506 OF REGULATION D (“REGULATION D”) AS PROMULGATED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) UNDER THE SECURITIES ACT OF 1933

BankGuam Holding 8-K (Current Report/Significant Event)

8-K 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 15, 2016 BankGuam Holding Company (Exact name of registrant as specified in its charter) Guam 000-54483 66-0770448 (State or other jurisdiction of incorporation) (Commis

EXHIBIT 24 BankGuam Holding Co

EXHIBIT 24 BankGuam Holding Co Power of Attorney for Executing Forms 3, 4 and 5 Know all men by these presents, that the undersigned, director or officer, or both, of BankGuam Holding Co, hereby constitutes and appoints each of Amoretta L.