Form 8-K

8-K — BayCom Corp

Accession: 0001730984-26-000019

Filed: 2026-04-09

Period: 2026-04-07

CIK: 0001730984

SIC: 6022 (STATE COMMERCIAL BANKS)

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — bcml-20260407x8k.htm (Primary)

EX-10.1 (bcml-20260407xex10d1.htm)

EX-10.2 (bcml-20260407xex10d2.htm)

EX-10.3 (bcml-20260407xex10d3.htm)

EX-10.4 (bcml-20260407xex10d4.htm)

EX-99.1 (bcml-20260407xex99d1.htm)

GRAPHIC (bcml-20260407xex10d3001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: bcml-20260407x8k.htm · Sequence: 1

BAYCOM CORP_April 7, 2026

0001730984false00017309842026-04-072026-04-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

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

BAYCOM CORP

(Exact name of registrant as specified in its charter)

California

001-38483

37-1849111

(State or other jurisdiction of

incorporation or organization)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

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

94596

(Address of principal executive offices)

(Zip Code)

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

Not Applicable

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

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

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

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

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

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

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

Title of each Class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

BCML

The Nasdaq Stock Market LLC

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

Emerging growth company ☐

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

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

Management Transition

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

Departing Officers

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

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

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

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

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

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

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

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

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

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

Newly Appointed Officers

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

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

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

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

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

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

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

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

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

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

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

Board of Directors Changes

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

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

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

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

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

Item 7.01. Regulation FD Disclosure.

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

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

10.1

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

10.2

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

10.3

Offer of Employment Letter to Kevin L. Thompson.

10.4

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

99.1

Press Release of BayCom Corp dated April 9, 2026.

104

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

SIGNATURES

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

BAYCOM CORP

Date: April 9, 2026

/s/ Keary L Colwell

Keary L. Colwell, Senior Executive

Vice President, Chief Financial Officer

and Corporate Secretary

EX-10.1

Filename: bcml-20260407xex10d1.htm · Sequence: 2

Exhibit 10.1

Employment Agreement

This Employment Agreement (“Agreement”) is entered into effective as of April 13, 2026 (the “Effective Date”), by and among United Business Bank (the “Bank”), having a principal place of business at 500 Ygnacio Valley Road, Suite 200, Walnut Creek, California, BayCom Corp, a California corporation (the “Company”) and the parent holding company of the Bank, and Christopher F. Baron (the “Executive”). The Company and the Bank are collectively referred to herein as the “Employers.”

Recitals

A.The Bank is a California-chartered bank, which is validly existing and in good standing under the laws of the State of California, with power to own property and carry on its business as it is now being conducted, and the Company is in good standing under the laws of the State of California;

B.The Boards of Directors of each of the Employers (collectively, the “Boards of Directors”) desire to appoint the Executive as the President and Chief Executive Officer of both the Company and the Bank;

C.The Employers desire to be ensured of the Executive’s continued active participation in the business of the Employers by entering into this Agreement; and

D.The Executive is willing to serve each of the Employers on the terms and conditions hereinafter set forth.

In consideration of the mutual covenants set forth in this Agreement, it is agreed that from and after the Effective Date, the following terms and conditions shall apply to the Executive’s said employment:

Term of Employment

1.1

Term. The Employers hereby employ the Executive and the Executive hereby accepts employment with each of the Employers for the period commencing with the Effective Date and continuing for three (3) years thereafter (the “Term”), subject, however, to renewal or prior termination of this Agreement as hereinafter provided. Where used herein, “Term” shall refer to the entire period of employment of the Executive by the Employers hereunder, whether for the period provided above, or whether renewed or terminated earlier as hereinafter provided.

Beginning on the first anniversary of the Effective Date, and on each subsequent anniversary of the Effective Date, the Term of the Agreement will automatically extend for twelve (12) months unless and until either party gives written notice to the contrary not less than ninety (90) days prior to any such anniversary date, in which case this Agreement shall terminate at the end of the Term then in effect as of the date of such notice. The Executive’s employment may only be terminated

in accordance with Section 6 of this Agreement. The Company acknowledges that this Agreement is intended to provide the Executive with a reasonable expectation of continued employment during the Term, subject only to the provisions expressly stated herein.

Duties of the Executive

2.1

Duties. The Executive shall perform the duties of President and Chief Executive Officer of both the Company and the Bank, as described more fully in the job description for such positions approved by the Boards of Directors, and subject to the powers by law vested in the Boards of Directors. The Executive shall perform such duties faithfully and to the best of his ability, consistent with applicable law and industry standards, and subject to reasonable direction from the Boards of Directors.

2.2

Conflicts of Interest. Except as permitted by the prior written consent of each of the Boards of Directors, the Executive shall devote substantially all of the Executive’s professional time and attention to the business of the Employers during the Term, and the Executive shall not directly or indirectly render any services of a business, commercial or professional nature to any other person, firm or corporation, whether for compensation or otherwise, which are in conflict with the Employers’ interests. Notwithstanding the foregoing, the Executive may make investments of a passive nature in any business or venture, provided however, that such business or venture is neither in competition, directly or indirectly, in any manner with the Employers nor a customer of the Employers, and also may engage in civic and charitable activities and may also invest in any company listed on a national securities exchange provided that the Executive does not own 1% or more of such company’s outstanding shares.

Compensation

3.1

Salary. The Employers shall pay to the Executive an annual base salary at the rate of at least six hundred seventy-five thousand dollars ($675,000) per year beginning on the Effective Date, subject to adjustments as may be determined from time to time by the Boards of Directors in their discretion; provided, however, that the Boards of Directors shall not reduce the Executive’s base salary without the Executive’s prior written consent. Said salary shall be payable in equal installments in conformity with the Bank’s normal payroll period and in accordance with federal and state wage and hour laws.

3.2

Incentive Bonus. Annually, the HR/Compensation Committee of the Boards of Directors shall adopt an incentive program based on factors that the Committee believes in good faith are appropriate in its discretion, including but not limited to the financial and operational performance of the Employers. Any discretion exercised by the Compensation Committee shall be applied reasonably and in good faith consistent with past practices. Cash incentive bonuses will be based on the programs adopted annually and will be payable in a lump sum not later than

March 15 following the end of each fiscal year. The Executive must be continuously employed by the Employers for the whole of the fiscal year to which such incentive bonuses relate, except that (a) for calendar 2026, the Executive must be continuously employed from the Effective Date through the end of 2026, and (b) the incentive program may provide for the incentive bonus to be pro-rated if the Executive dies or becomes disabled during the year or a Change in Control (as defined in Section 6.3 below) occurs during the year. The incentive bonus will not be pro-rated if the Executive’s employment terminates for any other reason prior to the end of such fiscal year, with it being noted that the Executive will be entitled to receive his target incentive bonus for the year of termination if his employment is terminated pursuant to Section 6.3 below. The Executive shall be eligible to earn an annual incentive bonus with a target of 75% of base salary and a maximum opportunity of 150% of target.

3.3

Annual Restricted Stock Grants. Beginning in the first quarter of calendar year 2027 and each year thereafter during the Term, the Company shall grant to the Executive an annual award of restricted stock (each, an “Annual Restricted Stock Grant”) with a grant date value equal to twenty-five percent (25%) of the Executive’s base salary as of the end of the immediately preceding calendar year, divided by the fair market value of the Company’s common stock on the date of grant, with the number of shares rounded to the nearest whole share. Such grants shall be made in a consistent and timely manner each year and shall not be unreasonably delayed or withheld, subject only to the availability of shares under the applicable equity plan. Each Annual Restricted Stock Grant shall vest in equal annual installments over a period of five (5) years, with the first installment vesting on the first anniversary of the date of grant. Any performance-based conditions shall be reasonable, clearly defined in writing at the time of grant, and applied in good faith consistent with past practices.

Notwithstanding the foregoing, any unvested portion of an Annual Restricted Stock Grant shall immediately and fully vest upon the earliest to occur of: (a) termination of the Executive’s employment by the Employers without Cause; (b) termination by the Executive for Good Reason; (c) termination of employment due to death or disability; or (d) a Change in Control (as defined in the 2024 Omnibus Incentive Plan or any applicable subsequent plan) occurs and no Replacement Award (as defined in the applicable plan) is provided to the Executive.

Executive Benefits

4.1

Vacation. The Executive shall be entitled to four (4) weeks of vacation each year during the Term, prorated for any portion of a year, which vacation shall be taken at such times as are agreed upon by the Executive and the Boards of Directors; provided, however, that during each year of the Term, the Executive is encouraged to take meaningful, consecutive vacation time each year to promote rest and effectiveness. The Executive may accrue a maximum of 30 days of vacation. Once the Executive reaches the maximum accrual amount, the

Executive will not accrue any additional vacation until the Executive uses some of his accrued but unused vacation and the Executive’s accrued but unused vacation hours decrease to below the maximum accrual amount.

4.2

Automobile. During the Term, the Employers shall pay to the Executive, as an automobile allowance, the sum of eight hundred dollars ($800) per month, which is an allowance for all automobile costs and expenses, including, but not limited to, fuel, license, maintenance, insurance, repairs and purchase or lease payments.

4.3

Group Insurance Benefits. During the Term, the Bank, at Bank’s expense, shall provide for the Executive all such group insurance benefits as the Bank provides to its most senior executives from time to time. Any additional coverage may be obtained by the Executive at the Executive’s expense. Additionally, the Bank shall, at its expense, provide the Executive with a group life insurance policy, payable to a beneficiary of the Executive’s choice, in an amount that is available under the group insurance benefits program.

4.4

Other Equity Stock Awards. Periodically, the Company may grant awards to the Executive pursuant to its equity incentive plans in addition to those grants set forth in Section 3.3 above. Such equity awards will be in an amount determined by the Board of Directors of the Company or a committee thereof. Any equity awards shall be evidenced by a grant agreement in the form approved by the Board of Directors of the Company or a committee thereof. Any grant shall be subject to such other terms and conditions as may be contained in the equity incentive plan, including, but not limited to, terms relating to the vesting of restricted shares and grant price of equity grant, and the effect of certain events, such as termination of employment and mergers or acquisitions, provided that all of such awards shall become fully vested upon either (a) termination of the Executive’s employment due to death or disability or by the Employers pursuant to Section 6.3 hereof without Cause (as defined in Section 6.1.1 below), (b) a Change in Control (as defined in the 2024 Omnibus Incentive Plan or any applicable subsequent plan) of the Company or the Bank if no Replacement Award is provided to the Executive, or (c) termination of the Executive’s employment by the Executive for Good Reason (as defined in Section 6.3 below).

4.5

Retirement, Profit Sharing and Other Plans. The Executive shall be entitled to participate in any retirement plans, profit-sharing plans, medical expense reimbursement plans, and other similar plans that the Employers may establish with respect to all employees; provided, however, that nothing herein shall require the Employers to establish or maintain any of such plans.

4.6

The Employers shall not materially reduce the Executive’s benefits without providing substantially equivalent replacement benefits, except for such changes in benefits that affect all similarly situated executive officers.

Reimbursement for Business Expenses

5.1

Expense Reimbursement. The Executive shall be entitled to reimbursement by the Employers for any ordinary and necessary business expenses incurred by the Executive in the performance of the Executive’s duties and in acting for the Employers during the Term, and provided that:

5.1.1

Each such expenditure is of a nature qualifying it as a proper deduction on the federal and state income tax returns of the Employers as a business expense and not as compensation to the Executive; and

5.1.2

The Executive furnishes to the Employers, in accordance with the Employers’ internal policies, adequate records and other documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of such expenditures as deductible business expenses of the Employers and not as compensation to the Executive.

Termination

6.1

Termination for Cause. The Employers may terminate this Agreement for Cause at any time without further obligation or liability to the Executive, by action of the Boards of Directors. Notwithstanding the foregoing, upon termination the Executive shall be entitled to payment of his accrued and unpaid salary, unreimbursed business expenses incurred prior to termination, accrued but unpaid vacation, and such health, retirement and other benefits that may be available following termination, but only to the extent provided by the Employers’ benefit plans and policies or as required by law.

6.1.1

Definition of Cause. Each of the following events constitute Cause for termination of this Agreement: (i) the Executive fails to perform or habitually neglects the duties which the Executive is required to perform hereunder; (ii) the Executive engages in illegal activity which materially adversely affects the Employers’ reputation in the community or which evidences the lack of the Executive’s fitness or ability to perform the Executive’s duties as determined by the Boards of Directors in good faith; (iii) any breach of fiduciary duty, personal dishonesty, deliberate or repeated disregard of the policies or procedures of the Employers as adopted by the Boards of Directors or a committee thereof or refusal or failure to act in accordance with any direction or order of the Boards of Directors or a committee thereof, except those in contravention of any law or regulation, or any act by the Executive which causes termination of coverage of the Executive under any fidelity or blanket bond; (iv) gross negligence adversely affecting

the Employers; (v) any willful or material breach of this Agreement or any other willful misconduct; (vi) the Bank is closed or taken over by regulatory or other supervisory authority; and (viii) any bank regulatory or supervisory authority successfully exercises its statutory or regulatory powers to remove the Executive.

6.1.2

Warning Notice. If the Executive fails to perform the Executive’s duties in a satisfactory manner or habitually neglects such duties, the Employers shall take the following actions before terminating the Executive for such Cause: (i) the Employers shall have first given the Executive written notice setting forth the specific facts and grounds for the Employers’ determination of the Executive’s unsatisfactory performance or habitual neglect (the “Warning Notice”); (ii) promptly after the Employers shall have given the Warning Notice, the Boards of Directors (or a committee thereof) shall have met with the Executive and informed the Executive of the grounds for termination for Cause, the extent and nature of the Executive’s unsatisfactory performance or habitual neglect, what the Executive must do to remedy such unsatisfactory performance or habitual neglect, and a reasonable period of time (not less than thirty (30) days unless the nature of the failure, neglect or conduct of the Executive is of such magnitude that if such failure, neglect or conduct is permitted for up to an additional 30 days, such continuation would significantly and adversely affect the Employers) by which the Executive shall have demonstrated satisfactory improvement or shall have remedied the deficient performance or habitual neglect (the “Cure Period”). If by the end of the Cure Period the Executive shall not have made sufficient progress reasonably satisfactory to either of the Boards of Directors, the Executive may be terminated for Cause on the terms described in this Agreement.

6.1.3

Other Terms. Termination under this section shall not prejudice any remedy which the Employers may have at law, in equity, or under this Agreement. Termination pursuant to this section shall become effective immediately upon the giving of notice of termination by the Employers.

6.2

Termination Due to Death or Disability. The Boards of Directors may terminate the Executive’s employment due to physical or mental disability upon at least thirty (30) days’ written notice if the Executive is found by the Boards of Directors, in good faith, to be physically or mentally incapable of performing the Executive’s duties for a continuous period of ninety (90) days or more. If there should be a dispute between the Employers and the Executive as to the Executive’s physical or mental disability for purposes of this Agreement, the question shall be settled by the opinion of an impartial reputable physician or psychiatrist agreed upon by the parties or their representatives, or if the parties cannot agree within ten

(10) days after a request for designation of such party, then by a physician or psychiatrist designated by an impartial third party to be mutually agreed upon. The certification of such physician or psychiatrist as to the question in dispute shall be final and binding upon the parties hereto. In addition, this Agreement shall automatically terminate upon the Executive’s death.

6.3

Termination without Cause by the Employers or for Good Reason by the Executive. If the employment of the Executive is terminated without Cause by the Employers (with termination due to death or disability governed solely by Section 6.2 above) or if the Executive terminates his employment for Good Reason (as defined in Section 6.3(ii) hereof), then the Executive shall be entitled to a severance payment (the “Severance Payment”) equal to: (x) if such termination occurs within six (6) months prior to or twenty-four (24) months following a Change in Control (as hereinafter defined), two (2) times the sum of (a) the Executive’s annual base salary prevailing at the date of such termination and (b) the Executive’s target incentive bonus for the year of termination; or (y) if such termination occurs outside the foregoing CIC window, two (2) times the sum of (a) the Executive’s annual base salary and (b) the Executive’s target incentive bonus for the year of termination. The Severance Payment shall be subject to the provisions of Sections 6.3(iii) and (iv) below. For the purposes of this section:

(i) “Change in Control” means: (1) any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) acquires beneficial ownership of 30% or more of the outstanding shares of common stock or combined voting power of the Company or the Bank; (2) the individuals constituting the Board of Directors of the Company as of the Effective Date (the “Incumbent Board”) cease to constitute at least a majority of the Board, provided that any director whose election was approved by a vote of at least a majority of the Incumbent Board shall be deemed a member of the Incumbent Board; (3) consummation of a merger, consolidation, sale of assets, or other reorganization, unless following such transaction the beneficial owners of the Company immediately prior to such transaction own more than 50% of the resulting entity in substantially the same proportions; or (4) a sale of all or substantially all of the assets of the Company or the Bank.

Notwithstanding the foregoing provisions of this section, a Change in Control will not be deemed to have occurred either solely because of (A) the issuance of additional shares in a secondary stock offering, (B) the issuance of shares pursuant to any stock option grants or restricted stock awards, or (C) the acquisition of additional stock of the Company or the Bank by any person or group which has already acquired more than 50% of the total fair market value or total voting power of the outstanding stock of the Company or the Bank. In order to constitute a Change in Control, the above events must also constitute a change in the ownership of the Company or the Bank, a change in the effective control of the Company or the Bank or a change in the ownership of a substantial portion of the assets of the Company or the Bank, in each case as provided under Section 409A of the Code and the regulations thereunder.

(ii) “Good Reason” means, in the absence of the Executive’s written consent, any of the following: (1) a material diminution in the Executive’s title, authority, duties or responsibilities; (2) a material reduction in the Executive’s base salary, target bonus opportunity, or equity grant levels; (3) a material breach of this Agreement by the Employers; (4) a requirement that the Executive relocate his principal place of employment more than thirty-five (35) miles from his then-current principal office location; or (5) the failure of the Employers to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement. The foregoing Good Reason definition applies throughout the Term of this Agreement, whether or not a Change in Control has occurred.

The Executive may only terminate his employment with the Employers for Good Reason by first giving the Employers written notice of the matter or matters which, in the Executive’s opinion, form a basis for such Good Reason and a statement of his intent to terminate his employment on such basis, which notice must be provided within ninety (90) days of the initial existence of the condition. The Employers shall thereafter have the right to remedy the condition within thirty (30) days after the Employers received the written notice from the Executive. If the basis for such Good Reason is remedied by the Employers within the thirty (30) day cure period following receipt of such notice, the Executive shall either rescind his notice of intent to terminate and continue his employment, or terminate his employment under Section 6.4 hereof, in which case the Executive shall not be entitled to any severance pay hereunder. If such Good Reason continues to the end of the thirty (30) day period without being remedied by the Employers, then the Executive’s employment shall end on the last day of the thirty (30) day period and the Executive will be entitled to the severance pay as defined in this section.

(iii) The payment of severance pursuant to this Section 6.3 shall be subject to the following: (1) The Executive’s receipt of severance may be conditioned on a release of claims that is customary, reasonable and not more restrictive than similarly situated executives, and which shall not include any new and/or modified restrictive covenants. Such release, if requested, shall be executed by the Executive and returned to the Employers so that the revocation period specified therein expires no later than 60 days after the date of the Executive’s termination of employment, and the Executive shall not revoke such release during the revocation period. (2) All benefits otherwise enjoyed by the Executive shall automatically cease as of the date of the Executive’s termination of employment, except as follows: (A) the Executive shall be entitled to payment of unreimbursed business expenses incurred prior to termination, accrued but unpaid vacation, incentive bonus earned prior to termination, and such retirement and other non-health benefits that may be available following termination but only to the extent provided by the Employers’ benefit plans and policies or this Agreement, or as required by law; and (B) any health insurance benefits provided by the Bank to the Executive at the time of the Executive’s termination of employment under this section shall be continued for twenty-four (24) months on the same terms as if the

Executive had remained employed by the Bank during such period (the “Health Insurance Benefits”), subject to Sections 6.3(v) and (vi) below, and thereafter, the Executive shall have the right to continued health insurance benefits, at the Executive’s expense, to the extent permitted by applicable law. (3) Upon termination, the Executive shall immediately return all property of the Employers including, but not limited to, documents, credit cards, records, keys, fixed assets, and all other property of the Employers within the Executive’s custody or control. (4) Notwithstanding these provisions, the provisions of Section 8 shall also apply to a termination as a result of a Change in Control.

(iv) The Severance Payment (subject to deductions for withholding and applicable employment taxes) shall be paid in a cash lump sum in the Bank’s first payroll period following the date the Executive satisfies all of the conditions set forth in clauses (1) and (3) of Section 6.3(iii) above; provided however, that if the time period given to the Executive to consider the terms of the release of claims (including any revocation period under such release) commences in one calendar year and ends in the succeeding calendar, then the Severance Payment shall not be paid until the succeeding calendar year. The Severance Payment under this Section 6.3 shall be deemed to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), pursuant to the short-term deferral exemption set forth in Section 409A of the Code and Treasury Regulation §1.409A-1(b)(4).

(v)In the event that the continued payment by the Bank of the health insurance premiums provided in Section 6.3 is barred or would trigger the payment of an excise tax under Section 4980D of the Code (or any similar provision of federal or state law), then the Bank shall at its election either (i) arrange to provide the Executive with alternative benefits substantially similar to those which the Executive was entitled to receive under such arrangements or plans immediately prior to the date of termination, provided that the alternative benefits do not trigger the payment of an excise tax under Section 4980D of the Code (or any similar provision of federal or state law), or (ii) pay to the Executive within 10 business days following the date of termination a lump sum cash amount equal to the projected cost to the Bank of paying such premiums for the benefit of the Executive for the 24-month period specified in Section 6.3 of this Agreement, with the projected cost to be based on the costs being incurred immediately prior to the date of termination, as increased by 10% each year.

(vi)Any health insurance premiums payable by the Bank pursuant to Section 6.3 shall be payable at such times and in such amounts as if the Executive was still an employee of the Bank, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of health insurance premiums required to be paid by the Bank in any taxable year shall not affect the amount of health insurance premiums required to be paid by the Bank in any other taxable year.

6.4

Termination without Good Reason by the Executive. In the event the Executive elects to terminate this Agreement without Good Reason pursuant to this paragraph, the Executive shall not be entitled to any salary, benefits or other compensation of any kind under this Agreement, except for such compensation as may be due and payable through and including the effective date of termination or as may be required by this Agreement or applicable law.

6.5

Effect of Termination. In the event of the termination of this Agreement prior to the completion of the Term specified herein, the Executive shall be entitled to the salary earned by the Executive prior to the date of termination as provided for in this Agreement, computed pro rata up to and including that date. The Executive shall not be entitled to any further compensation after the date of termination, except as expressly provided in this Section 6. Except as may otherwise be expressly agreed or provided, on the expiration of the Term, this Agreement shall terminate and shall be of no further force or effect and the Executive shall not be entitled to any compensation or benefits of any kind. After notice of termination is given, whether by the Employers or the Executive, the Employers may require the Executive to cease performing services for the Employers and may prohibit the Executive from coming onto the Employers’ premises through the effective date of termination, provided that the Employers nonetheless compensate the Executive through the effective date of termination.

6.6

Golden Parachute Provision. Notwithstanding anything in this Agreement to the contrary, in the event it is determined that any payment or distribution by the Bank or the Company (or their successors) to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then, prior to the making of any Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive of the Payments after payment by the Executive of the Excise Tax, to (ii) the net after-tax benefit to the Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change in Control, as determined by the Determination Firm (as defined below). For purposes of this Section 6.6, present value shall be determined in accordance with Code Section 280G(d)(4). The “Parachute Value” of a Payment means the present value as of the date of the Change in Control of the portion of such Payment that constitutes a “parachute payment” under Code Section 280G(b)(2), as determined by the Determination Firm (as defined below) for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

All determinations required to be made under this Section 6.6, including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm, law firm or compensation consulting firm mutually acceptable to the Employers and the Executive (the “Determination Firm”), which shall provide detailed supporting calculations both to the Employers and the Executive. All fees and expenses of the Determination Firm shall be borne solely by the Employers. Any determination by the Determination Firm shall be binding upon the Employers and the Executive. As a result of the uncertainty in the application of Code Section 4999 at the time of the initial determination by the Determination Firm hereunder, it is possible that Payments which the Executive was entitled to, but did not receive pursuant to Section 6.3, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Employers to or for the benefit of the Executive, but no later than March l5th of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. In the event it is determined that the Executive received Payments that should have been reduced pursuant to the preceding paragraph (with such excess over the Reduced Amount referred to herein as the “Overpayment”), then the Determination Firm shall determine the amount of the Overpayment that has occurred and any such Overpayment shall be promptly paid by the Executive to or for the benefit of the Employers, but no later than March l5th of the year after the year in which the Overpayment is determined to exist.

In the event that the provisions of Code Section 280G and 4999 or any successor provisions are repealed without succession, the preceding paragraphs concerning adjustments to account for the Excise Tax shall be of no further force or effect.

6.7

Notice of Termination of Employment. If the Executive’s employment is terminated (i) by the Employers without Cause pursuant to Section 6.3 above, or (ii) by the Executive without Good Reason pursuant to Section 6.4 above, written notice of such termination shall be given by the terminating party to the other parties at least ninety (90) days prior to the date of termination, unless the parties otherwise agree to an earlier termination date.

Affirmative Covenants of the Executive

7.1

No Pre-Existing Restrictive Covenants. The Executive is not a party to any existing agreement, arrangement, confidentiality clause, non-solicitation clause, non-competition clause or any other form of restrictive covenant or policy that would prevent him from lawfully (i) accepting the Employers’ offer of employment, (ii) performing his services hereunder or (iii) soliciting new customers of the Employers, or that would otherwise limit the Executive’s ability

to be employed by the Employers.

7.2

Non-Disparagement. During the period commencing on the date of this Agreement and continuing through and including the two-year anniversary of the termination of the Executive’s employment, the Executive agrees that he shall not knowingly make, or cause to be made, any disparaging or critical remarks, comments or statements about or against the Employers or their respective subsidiaries or affiliates or any director, officer or employee of any such entities at any time in the future, except for any statements by him made pursuant to lawful subpoena or legal process. The Employers agree to direct their respective executive officers and directors to refrain from making any statements about the Executive that would disparage or reflect unfavorably upon the image or reputation of the Executive; provided, however, that nothing herein shall prohibit the Employers from complying with their obligations under applicable law or their policies regarding public statements. Nothing in this section shall prohibit honest and good faith reporting to law enforcement authorities or compliance with applicable law. This section shall survive any termination of this Agreement.

8.General Provisions

8.1

Trade Secrets and Confidential Information. During the Term, the Executive will have access to and become acquainted with the Employers’ trade secrets and confidential information, including, but not limited to, proprietary information and data concerning the Employers’ operations, business, sources of business, know-how, customer lists and information about customers’ financial condition, needs, and methods of doing business. The Executive shall not disclose any of such trade secrets or confidential information, directly or indirectly, or use them in any way, either during the Term or for a period of one (1) year after the termination of the Executive’s employment, except as required in the course of the Executive’s employment with the Employers. Nothing contained in this Agreement limits the Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or the Bank or any of their subsidiaries or affiliates (the “Government Agencies”). The Executive further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Employers or any of their subsidiaries or affiliates. This Agreement does not limit the Executive’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Executive understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely

for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. Furthermore, nothing in this Agreement is intended, nor shall be construed, to (x) interfere with, restrain or prevent communications by the Executive regarding his own wages, hours or other terms and conditions of employment, (y) prohibit Executive from exercising any of his rights under Section 7 of the National Labor Relations Act (“NLRA”), including his right to bargain collectively or to exercise his rights under the NLRA to discuss, communicate, engage in concerted activity, or assist other employees regarding wages, benefits, hours, workplace issues, labor disputes, unfair labor practices, working conditions, or other terms and conditions of employment, or (z) prevent Executive from otherwise engaging in any legally protected activity. This section shall survive any termination of this Agreement.

8.2

Indemnification. To the maximum extent permitted by law and applicable regulations, the Employers shall pay any and all expenses incurred by the Executive in connection with the defense or settlement of, and shall pay and satisfy any judgments, awards, fines and penalties rendered, assessed or levied against the Executive in, any judicial, arbitration, mediation or administrative suit, action, hearing, inquiry or proceeding (whether or not the Employers are joined as a party) relating to acts or omissions of the Executive alleged to have occurred while an “agent” of the Employers, provided, however, that the Employers shall not be obligated to defend, indemnify or hold harmless the Executive from the consequences of the Executive’s own grossly negligent or reckless acts or omissions or willful misconduct or dishonesty. In addition, to the maximum extent permitted by law, the Employers shall advance to the Executive, upon receipt of the undertaking required by California Corporations Code Section 317(f), any expenses incurred in defending against any such proceeding to which the Executive is a party or has been threatened to be made a party. The Employers shall provide the Executive with coverage under such directors’ and officers’ liability insurance and any additional insurance to indemnify and insure the Employers and the Executive from and against the aforementioned liabilities. The provisions of this Subsection shall apply to the estate, executor, administrator, heirs, legatees or devisees of the Executive.

8.3

Return of Documents. The Executive expressly agrees that all manuals, documents, files, reports, studies, instruments or other materials used and/or developed by the Executive during the Term are solely the property of the Employers, and that the Executive has no right, title or interest therein. Upon termination of this Agreement, the Executive or the Executive’s representative shall promptly deliver possession of all of said property to the Employers in original or good operating condition, normal wear and tear excepted.

8.4

Notices. Any notice, request, demand or other communication required or permitted hereunder shall be deemed to be properly given when personally served in writing, when deposited in the United States mail by either certified or registered mail with return receipt requested, postage prepaid, or when delivered to a generally recognized overnight courier service (such as Federal Express, Express Mail or United Parcel Service) for transmittal, addressed to the party at the address given below for the receipt of notices, or such changed address as may be requested in writing by a party.

If to the Employers:United Business Bank- Corporate Offices

500 Ygnacio Valley Road

Suite 200

Walnut Creek, CA 94596

If to the Executive:Christopher F. Baron

At the last address appearing on the

personnel records of the Employers

8.5

Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the United States where applicable and otherwise by the substantive laws of the State of California.

8.6

Captions and Section Headings. Captions and section headings used herein are for convenience only and are not a part of this Agreement and shall not be used in construing it.

8.7

Invalid Provisions. Should any provision of this Agreement for any reason be declared invalid, void or unenforceable by a court of competent jurisdiction, the validity and binding effect of any remaining portion shall not be affected, and the remaining portions of this Agreement shall remain in full force and effect as if this Agreement had been executed with said provision eliminated.

8.8

Entire Agreement. This Agreement contains the entire agreement of the parties. It supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of the Executive by the Employers. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, that are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. This Agreement may not be modified or amended by oral agreement, but only by an agreement in writing signed by the Employers and the Executive.

8.9

Receipt of Agreement. Each of the parties hereto acknowledges that it or he has read this Agreement in its entirety and does hereby acknowledge receipt of a fully executed copy thereof. A fully executed copy shall be an original for all purposes.

8.10

Attorneys’ Fees. Each party shall bear such party’s own attorneys’ fees and costs in connection with the negotiation, preparation and delivery of this Agreement. If any action is instituted to enforce or interpret this Agreement, the party determined to be the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with the enforcement or interpretation of this Agreement.

8.11

Assignment. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns, administrators and executors. This Agreement is for the personal services of the Executive and may not be assigned by the Executive.

8.12

Dispute Resolution: Mandatory Mediation and Arbitration.

8.12.1 Mandatory Mediation. The parties agree that, as a condition precedent to arbitration, any dispute, claim, or controversy arising out of or relating to this Agreement or the Executive’s employment or separation from employment (a “Dispute”) shall first be submitted to confidential, non-binding mediation. The mediation shall be administered by the American Arbitration Association (“AAA”) or another mutually agreed mediator, and shall take place in the county where the Executive’s principal place of employment is located, unless the parties agree otherwise. The parties shall cooperate in good faith to schedule the mediation promptly, and the mediation shall occur within sixty (60) days of a written request for mediation, unless otherwise agreed. The Employers shall bear the costs of the mediator and administrative fees, and each party shall bear its own attorneys’ fees.

8.12.2 Arbitration. If the Dispute is not resolved through mediation within thirty (30) days following the mediation session (or such longer period as the parties may agree), the Dispute shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Employment Arbitration Rules and Mediation Procedures then in effect. The arbitration shall take place in the county where the Executive’s principal place of employment is located, unless otherwise agreed by the parties.

8.12.3 Arbitrator Authority and Remedies. The arbitrator shall have the authority to award any remedy or relief that would be available in a court of competent jurisdiction, including, without limitation, damages, injunctive relief, and attorneys’ fees where authorized by law or this Agreement. The arbitrator shall issue a written decision setting forth the essential findings and conclusions.

8.12.4 Costs and Fees. The Employers shall pay all arbitration filing fees, administrative fees, and arbitrator compensation, except that the Executive

shall be responsible only for an amount equal to the filing fee required to commence an action in a court of competent jurisdiction. The arbitrator may award attorneys’ fees and costs to the prevailing party to the extent permitted by applicable law or this Agreement.

8.12.5 Preservation of Rights. Nothing in this Section shall prevent either party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction where necessary to preserve rights pending completion of mediation or arbitration.

8.12.6 Voluntary and Knowing Agreement. The parties acknowledge that they are knowingly and voluntarily waiving the right to a trial by judge or jury for covered Disputes, except as expressly provided above.

8.13

Construction. The Employers and the Executive acknowledge that this Agreement was the result of arms-length negotiations between sophisticated parties, each represented by legal counsel. Each and every provision of this Agreement shall be construed as though all parties participated equally in the drafting of this Agreement, and any rule of construction that a document shall be construed against the drafting party shall not be applicable to this Agreement.

8.14

Section 409A. Notwithstanding anything to the contrary in this Agreement, if at the time of the Executive’s termination of employment the Executive is a “specified employee” within the meaning of Section 409A of the Code, any and all amounts payable under this Agreement on account of such termination that constitute “nonqualified deferred compensation” under Section 409A and would (but for this provision) be payable within six (6) months following the date of termination shall instead be paid on the first business day following the expiration of such six (6)-month period or, if earlier, upon the Executive’s death, with interest from the date payment would otherwise have been made at the applicable federal rate under Section 7872(f)(2)(A) of the Code. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A. The parties intend for this Agreement to comply with Section 409A or an exemption thereunder and agree to cooperate in good faith to modify any provision as necessary to achieve such compliance.

8.15

Regulatory Approval. The terms of this Agreement may be subject to approval by any state or federal regulatory authority having jurisdiction over the Bank, as and to the extent required by applicable law and regulation.

8.16

Regulatory Prohibition. Notwithstanding any other provision of this Agreement to the contrary, any renewal of this Agreement and any payments made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. §1828(k)) and the regulations promulgated thereunder, including 12 C.F.R. Part 359.

8.17

Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement. Electronic, pdf or DocuSign signatures shall be deemed original signatures for all purposes under California law.

(Signature page follows)

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

The parties to this Agreement have executed this Agreement as of the dates set forth below, effective as of the Effective Date.

United Business Bank

By:

/s/ Keary Colwell

Date: April 9, 2026

Name:

Keary Colwell

Title:

Chief Financial Officer

Attest:

/s/ Janet King

Date: April 9, 2026

BayCom Corp

By:

/s/ Keary Colwell

Date: April 9, 2026

Name:

Keary Colwell

Title:

Chief Financial Officer

Attest:

/s/ Janet King

Date: April 9, 2026

Executive:

/s/ Christopher F. Baron

Date: April 9, 2026

Name:

Christopher F. Baron

EX-10.2

Filename: bcml-20260407xex10d2.htm · Sequence: 3

Exhibit 10.2

Employment Agreement

This Employment Agreement (“Agreement”) is entered into effective as of April 13, 2026 (the “Effective Date”), by and among United Business Bank (the “Bank”), having a principal place of business at 500 Ygnacio Valley Road, Suite 200, Walnut Creek, California, BayCom Corp, a California corporation (the “Company”) and the parent holding company of the Bank, and William J. Black, Jr. (the “Executive”). The Company and the Bank are collectively referred to herein as the “Employers.”

Recitals

B.The Boards of Directors of each of the Employers (collectively, the “Boards of Directors”) desire to appoint the Executive as the Executive Vice Chair of both the Company and the Bank;

C.The Employers desire to be ensured of the Executive’s continued active participation in the business of the Employers by entering into this Agreement; and

D.The Executive is willing to serve each of the Employers on the terms and conditions hereinafter set forth.

Term of Employment

1.1

Duties of the Executive

2.1

Duties. The Executive shall perform the duties of Executive Vice Chair of both the Company and the Bank, as described more fully in the job description for such positions approved by the Boards of Directors, and subject to the powers by law vested in the Boards of Directors. The Executive shall perform such duties faithfully and to the best of his ability, consistent with applicable law and industry standards, and subject to reasonable direction from the Boards of Directors.

2.2

Compensation

3.1

3.2

continuously employed by the Employers for the whole of the fiscal year to which such incentive bonuses relate, except that (a) for calendar 2026, the Executive must be continuously employed from the Effective Date through the end of 2026, and (b) the incentive program may provide for the incentive bonus to be pro-rated if the Executive dies or becomes disabled during the year or a Change in Control (as defined in Section 6.3 below) occurs during the year. The incentive bonus will not be pro-rated if the Executive’s employment terminates for any other reason prior to the end of such fiscal year, with it being noted that the Executive will be entitled to receive his target incentive bonus for the year of termination if his employment is terminated pursuant to Section 6.3 below. The Executive shall be eligible to earn an annual incentive bonus with a target of 75% of base salary and a maximum opportunity of 150% of target.

3.3

Executive Benefits

4.1

his accrued but unused vacation and the Executive’s accrued but unused vacation hours decrease to below the maximum accrual amount.

4.2

4.3

4.4

4.5

4.6

Reimbursement for Business Expenses

5.1

5.1.1

5.1.2

Termination

6.1

6.1.1

6.1.2

6.1.3

6.2

6.3

Termination without Cause by the Employers or for Good Reason by the Executive. If the employment of the Executive is terminated without Cause by the Employers (with termination due to death or disability governed solely by Section 6.2 above) or if the Executive terminates his employment for Good Reason (as defined in Section 6.3(ii) hereof), then the Executive shall be entitled to a severance payment (the “Severance Payment”) equal to: (x) if such termination occurs within six (6) months prior to or twenty-four (24) months following a Change in Control (as hereinafter defined), three (3) times the sum of (a) the Executive’s annual base salary prevailing at the date of such termination and (b) the Executive’s target incentive bonus for the year of termination, provided that if the termination occurs within six (6) months prior to a Change in Control, the Executive shall receive two (2) times the sum of the foregoing in connection with the termination, with the additional one (1) times the sum of the foregoing to be paid if and when the Change in Control occurs; or (y) if such termination occurs outside the foregoing CIC window, two (2) times the sum of (a) the Executive’s annual base salary and (b) the Executive’s target incentive bonus for the year of termination. The Severance Payment shall be subject to the provisions of Sections 6.3(iii) and (iv) below. For the purposes of this section:

(i)“Change in Control” means: (1) any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) acquires beneficial ownership of 30% or more of the outstanding shares of common stock or combined voting power of the Company or the Bank; (2) the individuals constituting the Board of Directors of the Company as of the Effective Date (the “Incumbent Board”) cease to constitute at least a majority of the Board, provided that any director whose election was approved by a vote of at least a majority of the Incumbent Board shall be deemed a member of the Incumbent Board; (3) consummation of a merger, consolidation, sale of assets, or other reorganization, unless following such transaction the beneficial owners of the Company immediately prior to such transaction own more than 50% of the resulting entity in substantially the same proportions; or (4) a sale of all or substantially all of the assets of the Company or the Bank.

in the ownership of the Company or the Bank, a change in the effective control of the Company or the Bank or a change in the ownership of a substantial portion of the assets of the Company or the Bank, in each case as provided under Section 409A of the Code and the regulations thereunder.

(ii)“Good Reason” means, in the absence of the Executive’s written consent, any of the following: (1) a material diminution in the Executive’s title, authority, duties or responsibilities; (2) a material reduction in the Executive’s base salary, target bonus opportunity, or equity grant levels; (3) a material breach of this Agreement by the Employers; (4) a requirement that the Executive relocate his principal place of employment more than thirty-five (35) miles from his then-current principal office location; or (5) the failure of the Employers to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement. The foregoing Good Reason definition applies throughout the Term of this Agreement, whether or not a Change in Control has occurred.

(iii)The payment of severance pursuant to this Section 6.3 shall be subject to the following: (1) The Executive’s receipt of severance may be conditioned on a release of claims that is customary, reasonable and not more restrictive than similarly situated executives, and which shall not include any new and/or modified restrictive covenants. Such release, if requested, shall be executed by the Executive and returned to the Employers so that the revocation period specified therein expires no later than 60 days after the date of the Executive’s termination of employment, and the Executive shall not revoke such release during the revocation period. (2) All benefits otherwise enjoyed by the Executive shall automatically cease as of the date of the Executive’s termination of employment, except as follows: (A) the Executive shall be entitled to payment of unreimbursed business expenses incurred prior to termination, accrued but unpaid vacation, incentive bonus earned prior to termination, and such retirement and other non-health benefits that may be available following termination but only to the extent

provided by the Employers’ benefit plans and policies or this Agreement, or as required by law; and (B) any health insurance benefits provided by the Bank to the Executive at the time of the Executive’s termination of employment under this section shall be continued for twenty-four (24) months on the same terms as if the Executive had remained employed by the Bank during such period (the “Health Insurance Benefits”), subject to Sections 6.3(v) and (vi) below, and thereafter, the Executive shall have the right to continued health insurance benefits, at the Executive’s expense, to the extent permitted by applicable law. (3) Upon termination, the Executive shall immediately return all property of the Employers including, but not limited to, documents, credit cards, records, keys, fixed assets, and all other property of the Employers within the Executive’s custody or control. (4) Notwithstanding these provisions, the provisions of Section 8 shall also apply to a termination as a result of a Change in Control.

(iv)The Severance Payment (subject to deductions for withholding and applicable employment taxes) shall be paid in a cash lump sum in the Bank’s first payroll period following the date the Executive satisfies all of the conditions set forth in clauses (1) and (3) of Section 6.3(iii) above; provided however, that if the time period given to the Executive to consider the terms of the release of claims (including any revocation period under such release) commences in one calendar year and ends in the succeeding calendar, then the Severance Payment shall not be paid until the succeeding calendar year. The Severance Payment under this Section 6.3 shall be deemed to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), pursuant to the short-term deferral exemption set forth in Section 409A of the Code and Treasury Regulation §1.409A-1(b)(4).

amount of health insurance premiums required to be paid by the Bank in any other taxable year.

6.4

6.5

6.6

Section 280G(b)(2), as determined by the Determination Firm (as defined below) for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

6.7

Affirmative Covenants of the Executive

7.1

would prevent him from lawfully (i) accepting the Employers’ offer of employment, (ii) performing his services hereunder or (iii) soliciting new customers of the Employers, or that would otherwise limit the Executive’s ability to be employed by the Employers.

7.2

8.General Provisions

8.1

trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. Furthermore, nothing in this Agreement is intended, nor shall be construed, to (x) interfere with, restrain or prevent communications by the Executive regarding his own wages, hours or other terms and conditions of employment, (y) prohibit Executive from exercising any of his rights under Section 7 of the National Labor Relations Act (“NLRA”), including his right to bargain collectively or to exercise his rights under the NLRA to discuss, communicate, engage in concerted activity, or assist other employees regarding wages, benefits, hours, workplace issues, labor disputes, unfair labor practices, working conditions, or other terms and conditions of employment, or (z) prevent Executive from otherwise engaging in any legally protected activity. This section shall survive any termination of this Agreement.

8.2

8.3

shall promptly deliver possession of all of said property to the Employers in original or good operating condition, normal wear and tear excepted.

8.4

If to the Employers:United Business Bank- Corporate Offices

500 Ygnacio Valley Road

Suite 200

Walnut Creek, CA 94596

If to the Executive:William J. Black, Jr.

At the last address appearing on the

personnel records of the Employers

8.5

8.6

Captions and Section Headings. Captions and section headings used herein are for convenience only and are not a part of this Agreement and shall not be used in construing it.

8.7

8.8

8.9

8.10

8.11

8.12

Dispute Resolution: Mandatory Mediation and Arbitration.

8.12.1

Mandatory Mediation. The parties agree that, as a condition precedent to arbitration, any dispute, claim, or controversy arising out of or relating to this Agreement or the Executive’s employment or separation from employment (a “Dispute”) shall first be submitted to confidential, non-binding mediation. The mediation shall be administered by the American Arbitration Association (“AAA”) or another mutually agreed mediator, and shall take place in the county where the Executive’s principal place of employment is located, unless the parties agree otherwise. The parties shall cooperate in good faith to schedule the mediation promptly, and the mediation shall occur within sixty (60) days of a written request for mediation, unless otherwise agreed. The Employers shall bear the costs of the mediator and administrative fees, and each party shall bear its own attorneys’ fees.

8.12.2

Arbitration. If the Dispute is not resolved through mediation within thirty (30) days following the mediation session (or such longer period as the parties may agree), the Dispute shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Employment Arbitration Rules and Mediation Procedures then in effect. The arbitration shall take place in the county where the Executive’s principal place of employment is located, unless otherwise agreed by the parties.

8.12.3

Arbitrator Authority and Remedies. The arbitrator shall have the authority to award any remedy or relief that would be available in a court of competent jurisdiction, including, without limitation, damages, injunctive relief, and attorneys’ fees where authorized by law or this Agreement. The arbitrator shall issue a written decision setting forth the essential findings and conclusions.

8.12.4

Costs and Fees. The Employers shall pay all arbitration filing fees, administrative fees, and arbitrator compensation, except that the Executive shall be responsible only for an amount equal to the filing fee required to commence an action in a court of competent jurisdiction. The arbitrator may award attorneys’ fees and costs to the prevailing party to the extent permitted by applicable law or this Agreement.

8.12.5

Preservation of Rights. Nothing in this Section shall prevent either party from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction where necessary to preserve rights pending completion of mediation or arbitration.

8.12.6

Voluntary and Knowing Agreement. The parties acknowledge that they are knowingly and voluntarily waiving the right to a trial by judge or jury for covered Disputes, except as expressly provided above.

8.13

8.14

8.15

8.16

Insurance Act (12 U.S.C. §1828(k)) and the regulations promulgated thereunder, including 12 C.F.R. Part 359.

8.17

(Signature page follows)

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

The parties to this Agreement have executed this Agreement as of the dates set forth below, effective as of the Effective Date.

United Business Bank

By:

/s/ Keary Colwell

Date: April 9, 2026

Name:

Keary Colwell

Title:

Chief Financial Officer

Attest:

/s/ Janet King

Date: April 9, 2026

BayCom Corp

By:

/s/ Keary Colwell

Date: April 9, 2026

Name:

Keary Colwell

Title:

Chief Financial Officer

Attest:

/s/ Janet King

Date: April 9, 2026

Executive:

/s/ William J. Black Jr.

Date: April 9, 2026

Name: William J. Black, Jr.

EX-10.3

Filename: bcml-20260407xex10d3.htm · Sequence: 4

Exhibit 10.3

April 8, 2026

Kevin Thompson

9950 E 63rd Drive

Denver CO 80238

Re: Offer of Employment

Dear Kevin:

On behalf of the Board of Directors for United Business Bank, we are pleased to express our interest in having you join our team as Executive Vice President/Chief Financial Officer and Corporate Secretary at our Walnut Creek Office.

We would like to offer the general terms of your employment as follows:

Position:

Executive Vice President/Chief Financial Officer/Corporate Secretary– Full-Time/Non-Exempt

Reports to:

Chief Executive Officer and President

Anticipated Start Date:

April 13, 2026

Salary:

$450,000

Incentive Plan:

Eligible to participate in the Bank Performance Plan. The target incentive bonus shall be 60% of base salary assuming 100% of the bank performance goals are met.

Restricted Stock Grants:

Eligible for a annual restricted stock grant for a number of shares of Company common stock equal to 20% of base salary, vested over five years.

Vacation:

Four Weeks’ Vacation per annum

Sick Time:

One hour of Sick Time earned for every 30 hours worked in compliance with company policy, local, state, and federal laws.

Float Day:

One Float Day per year beginning in 2027

Group Insurance:

Medical, Dental, Vision and Life Insurance for you beginning on the first of the month following your first day of employment at a shared premium cost. More details to follow.

401K Plan:

At this time, United Business Bank will match dollar-for-dollar, the first 3% of eligible pay that an employee contributes to the plan, as well as a 50% match of each dollar that is contributed between 3% and 5% of eligible pay.

Other Benefits:

Other standard benefits as defined in the Employee Handbook.

The Chief Financial Officer and Corporate Secretary (CFO) is responsible for all of the finance and accounting systems and processes including corporate risk monitoring related to loans, interest rates, capital, and liquidity, strategic planning, performance management, cost controls, budgeting, liquidity and investment management, taxes, asset/liability management, insurance, accounts payable, fixed assets and liaison with regulators and auditors. The CFO is responsible for developing, implementing, and managing compliance with Bank policies including the Asset/Liability Policy, Liquidity and Investment Policy, Ethics Policy and all other policies and procedures related to the CFO’s scope of responsibility. The CFO is responsible for monitoring and managing the Bank’s compliance with various laws and regulations such as capital requirements. The CFO is responsible for the accuracy of the Bank’s financial statements and ensuring that an adequate internal control environment is maintained. The CFO is responsible for periodic press releases and investor relations. The CFO is also responsible for leading due diligence efforts related to mergers and acquisitions. The CFO is a member of the executive management team and is also the corporate secretary of the Bank. As Corporate Secretary, the CFO is responsible for recording the minutes of all corporate meetings and maintaining the corporate records. This position will also manage the Information Technology team and processes and ensures that our IT program is appropriate for our size and complexity, meets budget and plan, meets regulatory expectations, and is safe from intrusion. For an interim period, the CFO will also be responsible for managing Loan Servicing and Loan Documentation teams and processes.

Growth Strategy and Market Opportunity

Once approved by the Board of Directors, this position, along with the Executive Vice Chairman and the Chief Executive Officer, will implement a three-part strategy that includes:

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

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

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

500 Ygnacio Valley Road • Suite 200 • Walnut Creek, CA 94596 • T: 925.476.1800 • F: 925.476.1846

www.unitedbusinessbank.com

A detailed job description and a copy of the Employee Handbook will be given to you on your first day of employment with United Business Bank.

This offer of employment is contingent upon your successful completion of a background check and fingerprint investigation, as well as your ability to provide documentation establishing your identity and legal right to work in the United States (Form I-9).

Kevin, we look forward to working with you and creating a success story that we can all be proud of. If you have any questions regarding this offer, please reach out to me.

Please indicate your acceptance by signing below and returning this letter to Janet King at jking@ubb-us.com within two business days. For confidentiality purposes, please do not fax.

Sincerely,

Lloyd Kendall

Chairman of the Board

/s/ Kevin Thompson

4/8/26

Kevin Thompson

Date

500 Ygnacio Valley Road • Suite 200 • Walnut Creek, CA 94596 • T: 925.476.1800 • F: 925.476.1846

www.unitedbusinessbank.com

EX-10.4

Filename: bcml-20260407xex10d4.htm · Sequence: 5

Exhibit 10.4

UNITED BUSINESS BANK

CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement (the “Agreement”) is entered into effective as of April 13, 2026 by and between United Business Bank, a California-chartered bank (the “Bank” or the “Employer”), and Kevin L. Thompson (the “Officer”).

WHEREAS, the Officer is being hired as the Executive Vice President and Chief Financial Officer of the Bank;

WHEREAS, the Employer desires to be ensured of the Officer’s continued active participation in the business of the Employer;

WHEREAS, in order to induce the Officer to remain in the employ of the Employer and in consideration of the Officer’s agreeing to remain in the employ of the Employer, the parties desire to specify the severance benefits which shall be due the Officer in the event that his or her employment with the Employer is terminated under specified circumstances; and

WHEREAS, the Officer is willing to serve the Bank on the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereby agree as follows:

1.Definitions. The following words and terms shall have the meanings set forth below for the purposes of this Agreement:

(a)Base Salary. “Base Salary” shall mean the annual base salary being paid by the Bank to the Officer for his or her services and shall equal the higher of the amount being paid immediately prior to the date of the Change in Control or immediately prior to the Date of Termination.

(b)Cause. Each of the following events constitute Cause for termination of this Agreement: (i) the Officer fails to perform or habitually neglects the duties which the Officer is required to perform; (ii) the Officer engages in illegal activity which materially adversely affects the Bank’s reputation in the community or which evidences the lack of the Officer’s fitness or ability to perform the Officer’s duties as determined by the Board of Directors in good faith; (iii) the Officer commits any breach of fiduciary duty, personal dishonesty, deliberate or repeated disregard of the policies or procedures of the Bank as adopted by the Board of Directors or a committee thereof or refusal or failure to act in accordance with any direction or order of the Board of Directors or a committee thereof of the Bank, except those in contravention of any law or regulation, or any act by the Officer which causes termination of coverage of the Officer under any fidelity or blanket bond; (iv) any gross negligence by the Officer which adversely affects the Bank; (v) any willful misconduct by the Officer; (vi) the Bank is closed or taken over by regulatory or other supervisory authority; and (viii) any bank regulatory or supervisory authority successfully exercises its statutory or regulatory powers to remove the Officer.

(c)Change in Control. “Change in Control” shall mean a change in the ownership of the Company or the Bank, a change in the effective control of the Company or the Bank or a change in the ownership of a substantial portion of the assets of the Company or the Bank, in each case as provided under Section 409A of the Code and the regulations thereunder.

(d)Code. “Code” shall mean the Internal Revenue Code of 1986, as amended.

(e)Company. “Company” shall mean BayCom Corp, a California corporation and the parent holding company for the Bank, or any successor thereto.

(f)Date of Termination. “Date of Termination” shall mean (i) if the Officer’s employment is terminated for Cause, the date on which the Notice of Termination is given, and (ii) if the Officer’s employment is terminated for any other reason, the date specified in such Notice of Termination.

(h)Disability. “Disability” shall mean the Officer (i) is found by the Board of Directors in good faith to be physically or mentally incapable of performing the Officer’s duties for a continuous period of ninety (90) days or more, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Bank.

(i)Good Reason. “Good Reason” means the occurrence of any of the following events: (1) a material permanent reduction in the Officer’s total compensation or benefits; (2) a material permanent reduction in the Officer’s titles or responsibilities; or (3) a relocation of the Officer’s principal office so that the Officer’s commute distance is increased by more than forty (40) miles from the current principal office of the Officer; provided, however, that the Officer may only terminate his or her employment with the Bank for Good Reason by first giving the Bank written notice of the matter or matters which, in the Officer’s opinion, form a basis for such Good Reason and a statement of his or her intent to terminate his or her employment on such basis, which notice must be provided within ninety (90) days of the initial existence of the condition. The Bank shall thereafter have the right to remedy the condition within thirty (30) days after the Bank received the written notice from the Officer. If the basis for such Good Reason is remedied by the Bank within the thirty (30) day cure period following receipt of such notice, then no Good Reason shall be deemed to exist with respect to such condition. If such Good Reason continues to the end of the thirty (30) day period without being remedied by the Bank, then the Officer’s employment shall end on the last day of the thirty (30) day period and the Officer will be entitled to the severance pay set forth in Section 3.

(j)Notice of Termination. Any purported termination of the Officer’s employment by the Employer for any reason, including without limitation for Cause, Disability or Retirement, or by the Officer for any reason, including without limitation for Good Reason, shall be communicated by a written “Notice of Termination” to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a dated notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Officer’s employment under the provision so indicated, (iii)

specifies a Date of Termination, which shall be not less than thirty (30) nor more than ninety (90) days after such Notice of Termination is given, except in the case of the Employer’s termination of the Officer’s employment for Cause, which shall be effective immediately; and (iv) is given in the manner specified in Section 8 hereof.

(l)Retirement. “Retirement” shall mean voluntary termination by the Officer in accordance with the Employer’s retirement policies, including early retirement, generally applicable to the Employer’s salaried employees.

2.Term of Agreement.

Subject to the terms hereof, the term of this Agreement shall commence on the date hereof and terminate on March 5, 2029, subject, however, to renewal or prior termination of this Agreement as provided herein. Beginning on March 5, 2027 and on each March 5th thereafter, the term of this Agreement will be automatically extended for twelve (12) months unless and until either party gives written notice to the contrary not less than thirty (30) days prior to any such March 5th date, in which case this Agreement shall terminate at the end of the term then in effect as of the date of such notice (unless sooner terminated as provided herein). References herein to the term of this Agreement shall refer both to the initial term and successive terms.

3.Benefits Upon Termination in Connection with or Following a Change in Control.

(a)If the Officer’s employment is terminated by the Employer during the term of this Agreement in connection with or within one year following a Change in Control by (i) the Employer other than for Cause, Disability, Retirement or as a result of the Officer’s death or (ii) such employment is terminated by the Officer for Good Reason, and if the Officer timely executes and does not revoke a general release of claims as required by Section 3(e) below, then the Employer shall, subject to the provisions of Section 4 hereof, pay to the Officer a lump sum cash severance amount equal to one (1) times the sum of (y) the Officer’s Base Salary and (z) the cash incentive bonus paid to the Officer with respect to the immediately preceding year, which lump sum shall be paid in the first payroll period following the expiration of the time period the Officer has to revoke his or her executed general release of claims, subject to Section 3(f) below.

(b) All benefits otherwise enjoyed by the Officer shall automatically cease as of the date of the Officer’s termination of employment, except as follows: (A) the Officer shall be entitled to payment of unreimbursed business expenses incurred prior to termination, accrued but unpaid vacation, incentive bonus earned prior to termination, and such retirement and other non-health benefits that may be available following termination but only to the extent provided by the Bank’s benefit plans and policies or this Agreement, or as required by law; and (B) any health insurance benefits provided by the Bank to the Officer at the time of the Officer’s termination of employment under this section shall be continued for twelve (12) months on the same terms as if the Officer had remained employed by the Bank during such period, subject to Sections 3(c) and (d) below, and thereafter, the Officer shall have the right to continued health insurance benefits, at the Officer’s expense, to the extent permitted by applicable law.

(c)In the event that the continued payment by the Bank of the health insurance premiums provided in Section 3(b) is barred or would trigger the payment of an excise tax under Section 4980D of the Code (or any similar provision of federal or state law), then the Bank shall at its election either (i) arrange to provide the Officer with alternative benefits substantially similar to those which the Officer was entitled to receive under such arrangements or plans immediately prior to the date of termination, provided that the alternative benefits do not trigger the payment of an excise tax under Section 4980D of the Code (or any similar provision of federal or state law), or (ii) pay to the Officer within 10 business days following the date of termination a lump sum cash amount equal to the projected cost to the Bank of paying such premiums for the benefit of the Officer for the 12-month period specified in Section 3(b) of this Agreement, with the projected cost to be based on the costs being incurred immediately prior to the date of termination, as increased by 10% each year.

(d)Any health insurance premiums payable by the Bank pursuant to Sections 3(b) or 3(c) shall be payable at such times and in such amounts as if the Officer was still an employee of the Bank, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of health insurance premiums required to be paid by the Bank in any taxable year shall not affect the amount of health insurance premiums required to be paid by the Bank in any other taxable year.

(e)As a condition for receiving any severance payments or benefits under this Section 3, the Officer hereby agrees to execute a full and complete release of any and all claims against the Bank, its officers, directors, agents, attorneys, insurers, employees and successors in interest arising from or in any way related to the Officer’s employment with the Bank or the termination thereof. Such release shall be executed by the Officer and returned to the Bank so that the revocation period specified therein expires no later than 60 days after the date the release was provided to the Officer.

(f)Notwithstanding any other provision contained in this Agreement, if either (i) the time period for making any cash payment under this Section 3 commences in one calendar year and ends in the succeeding calendar year or (ii) the time period that the Officer has to consider the terms of the general release required by Section 3(e) above (including any revocation period under such release) commences in one calendar year and ends in the succeeding calendar year, then the payment shall not be paid until the succeeding calendar year.

4.Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to Section 3 hereof, either alone or together with other payments and benefits which the Officer has the right to receive from the Employer and the Company, would constitute a “parachute payment” under Section 280G of the Code, then the payments and benefits payable by the Employer pursuant to Section 3 hereof shall be reduced by the minimum amount necessary to result in no portion of the payments and benefits payable by the Employer under Section 3 being non-deductible to the Employer pursuant to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of the Code. If the payments and benefits under Section 3 are required to be reduced, the cash severance shall be reduced first, followed by a reduction in the fringe benefits. The determination of any reduction in the payments and benefits to be made pursuant to Section 3 shall be based upon the opinion of independent tax counsel selected by the Employer and paid by the Employer. Such counsel shall promptly prepare the foregoing opinion, but in no event later than thirty (30) days from the Date

of Termination. Nothing contained in this Section 4 shall result in a reduction of any payments or benefits to which the Officer may be entitled upon termination of employment under any circumstances other than as specified in this Section 4, or a reduction in the payments and benefits specified in Section 3 below zero.

5.Mitigation; Exclusivity of Benefits.

(a)The Officer shall not be required to mitigate the amount of any benefits hereunder by seeking other employment or otherwise, nor shall the amount of any such benefits be reduced by any compensation earned by the Officer as a result of employment by another employer after the Date of Termination or otherwise.

(b)The specific arrangements referred to herein are not intended to exclude any other benefits which may be available to the Officer upon a termination of employment with the Employer pursuant to employee benefit plans of the Employer or otherwise.

6.Withholding. All payments required to be made by the Employer hereunder to the Officer shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Employer may reasonably determine should be withheld pursuant to any applicable law or regulation.

7.Assignability. The Employer may assign this Agreement and its rights and obligations hereunder in whole, but not in part, to any corporation, bank or other entity with or into which the Employer may hereafter merge or consolidate or to which the Employer may transfer all or substantially all of its assets, if in any such case said corporation, bank or other entity shall by operation of law or expressly in writing assume all obligations of the Employer hereunder as fully as if it had been originally made a party hereto, but may not otherwise assign this Agreement or its rights and obligations hereunder. The Officer may not assign or transfer this Agreement or any rights or obligations hereunder.

8.Notice. For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below:

To the Employer:President and Chief Executive Officer

United Business Bank

500 Ygnacio Valley Road

Suite 200

Walnut Creek, CA 94596

To the Officer:Kevin L. Thompson

At the address last appearing on the

personnel records of the Employer

9.Amendment; Waiver. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the

Officer and such officer or officers as may be specifically designated by the Board of Directors of the Employer to sign on its behalf. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. In addition, notwithstanding anything in this Agreement to the contrary, the Employer may amend in good faith any terms of this Agreement, including retroactively, in order to comply with Section 409A of the Code.

10.Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the United States where applicable and otherwise by the substantive laws of the State of California.

11.Nature of Obligations.

(a)Nothing contained herein shall be deemed to create other than a terminable at will employment relationship between the Employer and the Officer, and the Employer may terminate the Officer’s employment at any time, subject to providing any payments specified herein in accordance with the terms hereof.

(b)Nothing contained herein shall create or require the Employer to create a trust of any kind to fund any benefits which may be payable hereunder, and to the extent that the Officer acquires a right to receive benefits from the Employer hereunder, such right shall be no greater than the right of any unsecured general creditor of the Employer.

12.Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

13.Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect.

14.Changes in Statutes or Regulations. If any statutory or regulatory provision referenced herein is subsequently changed or re-numbered, or is replaced by a separate provision, then the references in this Agreement to such statutory or regulatory provision shall be deemed to be a reference to such section as amended, re-numbered or replaced.

15.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together will constitute one and the same instrument.

16.Regulatory Prohibition. Notwithstanding any other provision of this Agreement to the contrary, any renewal of this Agreement and any payments made to the Officer pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the FDIA (12 U.S.C. §1828(k)) and the regulations promulgated thereunder, including 12 C.F.R. Part 359. In the event of the Officer’s termination of employment with the Bank for Cause, all employment relationships and managerial duties with the Bank shall immediately cease regardless of whether the Officer is in the employ of the Company following such termination. Furthermore, following such

termination for Cause, the Officer will not, directly or indirectly, influence or participate in the affairs or the operations of the Bank.

17.Attorneys’ Fees. Each party shall bear such party’s own attorneys’ fees and costs in connection with the negotiation, preparation and delivery of this Agreement. If any action is instituted to enforce or interpret this Agreement, the party determined to be the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with the enforcement or interpretation of this Agreement.

18.Arbitration. Any controversy or claim arising out of, or relating to this Agreement, or the making, performance or interpretation of this Agreement, shall be settled by arbitration before a single arbitrator in the City of Walnut Creek, California, under the commercial arbitration rules of the American Arbitration Association (the “AAA”) then existing, and judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter or the controversy. The arbitrator shall be selected by the mutual agreement of the parties within ten (10) business days of the date when the parties shall first have the opportunity to select an arbitrator (the “Selection Period”); provided, however, that if the parties fail to agree upon an arbitrator by the expiration of the Selection Period, each party shall, within five (5) business days after the expiration of the Selection Period, select an arbitrator from the list of arbitrators provided by the AAA and the two arbitrators so selected by each party, acting independently, shall, within thirty (30) days of both being selected, agree upon the selection of the arbitrator to arbitrate the controversy or claim.

19.Entire Agreement. This Agreement embodies the entire agreement between the Employer and the Officer with respect to the matters agreed to herein. All prior agreements, if any, between the Employer and the Officer with respect to the matters agreed to herein are hereby superseded and shall have no force or effect.

[signature page follows]

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

ATTEST:

UNITED BUSINESS BANK

By:

/s/ Keary Colwell

By:

/s/ Lloyd Kendall

Name:

Keary Colwell

Name:

Lloyd Kendall

Title:

Chief Financial Officer

Title:

Chairman of the Board

OFFICER

By:

/s/ Kevin L. Thompson

Name:

Kevin L. Thompson

EX-99.1

Filename: bcml-20260407xex99d1.htm · Sequence: 6

Exhibit 99.1

FOR IMMEDIATE RELEASE

April 9, 2026

BayCom Corp Announces Executive Leadership Transition

and Next-Phase Growth Strategy

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

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

Strategic Rationale

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

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

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

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

Incoming Executive Leadership

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

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

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

William J. Black, Jr., Executive Vice Chairman

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

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

Christopher F. Baron, Chief Executive Officer

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

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

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

Kevin L. Thompson, Chief Financial Officer

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

Growth Strategy and Market Opportunity

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

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

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

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

Board Reconstitution

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

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

Recognizing the Current and Outgoing Leadership Team

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

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

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

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

Transition and Continuity

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

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

Compensation and Governance

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

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

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

Additional Information

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

About BayCom Corp

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

Forward-Looking Statements

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

CONTACT:

BayCom Corp

Keary Colwell, 925-476-1800

kcolwell@ubb-us.com

Source: BayCom Corp

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