8-K
California BanCorp \ CA (BCAL)
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
Dateof Report (Date of earliest event reported): January 28, 2026
CALIFORNIABANCORPCalifornia BanCorp \ CA
(Exact name of registrant as specified in its charter)
| California | 001-41684 | 84-3288397 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> Number) |
| 12265 El Camino Real, Suite 210 | ||
| --- | --- | |
| San Diego, California | 92310 | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
(844)265-7622
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former name or former address, if changed since 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:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> Stock | BCAL | The<br> Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company 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 2.02 | Results of Operations and Financial Condition |
|---|
On January 28, 2026, California BanCorp (the “Company”) issued an earnings release reporting its consolidated financial results as of and for the fourth quarter and the full year of 2025. A copy of that earnings release is furnished as Exhibit 99.1 hereto.
| Item 7.01 | Regulation FD Disclosure |
|---|
A copy of a slide presentation that the Company may use for upcoming meetings with investors and other interested parties is furnished as Exhibit 99.2 hereto. Additionally, the Company has posted the slide presentation in the Investor Relations section of its website at https://ir.californiabankofcommerce.com. Information obtained or linked to the foregoing website shall not be deemed to be included in this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing..
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Earnings Press Release date January 28, 2026 |
| 99.2 | Investor Presentation, Fourth Quarter 2025 |
| 104 | Cover<br> 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 hereunto duly authorized.
| CALIFORNIA<br> BANCORP | ||
|---|---|---|
| Date:<br> January 28, 2026 | By: | /s/ David I. Rainer |
| David<br> I. Rainer | ||
| Chief<br> Executive Officer |
Exhibit 99.1
CALIFORNIABANCORP REPORTS NET INCOME OF
$16.4MILLION FOR THE FOURTH QUARTER AND $63.1 MILLION FOR THE FULL YEAR OF 2025
SanDiego, Calif., January 28, 2026 – California BanCorp (“us,” “we,” “our,” or the “Company”) (NASDAQ: BCAL), the holding company for California Bank of Commerce, N.A. (the “Bank”) announces its consolidated financial results for the fourth quarter and full year of 2025.
The Company reported net income of $16.4 million, or $0.50 per diluted share, for the fourth quarter of 2025, compared to $15.7 million, or $0.48 per diluted share for the third quarter of 2025, and $16.8 million, or $0.51 per diluted share for the fourth quarter of 2024. The Company reported net income of $63.1 million, or $1.93 per diluted share, for the full year of 2025, compared to net income of $5.4 million, or $0.22 per diluted share for the full year of 2024.
“2025 was a transformational year for California BanCorp, with the successful completion and integration of our 2024 merger that extended our footprint over all the best markets in California,” said David Rainer, Chairman and CEO of the Company and Bank. “During the last year we also restructured and derisked our balance sheet. We reduced high-risk loans, improving our credit profile, and terminated our dependence on high cost brokered deposits while growing core deposits, lowering our cost of funds. We are now very well positioned and remain focused on the organic growth of loans and deposits through our relationship-based business model in all our markets.
“Strong earnings throughout the year and prudent capital management allowed us to continue creating shareholder value through the repurchase of our stock and the implementation of a quarterly dividend for our shareholders.
“The recent M&A activity has increased the scarcity of relationship-based commercial banks that offer a high-touch service model like ours to small and middle-market businesses. With the traction we are achieving after a transformative year, and a footprint covering the very best markets in the state, and arguably the country, we believe there is a very bright future for our franchise. As we reported earlier this week, we added five experienced bankers, including two veteran commercial bankers with deep roots in the community, to our Northern California team. We are well positioned for growth and to take advantage of any disruption in local commercial banking markets due to M&A, and we will continue to be opportunistic in adding high-level talent across all the markets we serve.
“Steven Shelton, our former CEO who retired in December, played a crucial role in helping us get to where we are today and we thank him for all the contributions he made to our success, and wish him all the best in his retirement.”
FourthQuarter 2025 Highlights
| ● | Net income of $16.4 million or $0.50 diluted earnings per share for the fourth quarter. |
|---|---|
| ● | Net interest margin of 4.44%, compared with 4.52% in the prior quarter; average total loan yield of 6.31% compared with 6.50% in<br> the prior quarter. |
| ● | Reversal of provision for credit losses of $4.4 million for the fourth quarter, compared with $15 thousand for the prior quarter. |
| ● | Return on average assets of 1.58%, compared with 1.54% in the prior quarter. |
| ● | Return on average common equity of 11.43%, compared with 11.24% in the prior quarter. |
| ● | Return on average tangible common equity (non-GAAP^1^) of 14.80%, compared with 14.72% in the prior quarter. |
| ● | Total loans, including loans held for sale, increased to $3.06 billion at December 31, 2025, up $62.0 million from $3.00 billion at<br> September 30, 2025. |
| --- | --- |
| ● | Nonperforming assets to total assets ratio of 0.40% at December 31, 2025, compared with 0.38% at September 30, 2025. |
| ● | Allowance for credit losses (“ACL”) was 1.20% of total loans held for investment at December 31, 2025, compared to 1.46% at<br> September 30, 2025; allowance for loan losses (“ALL”) was 1.13% of total loans held for investment at December 31, 2025,<br> compared to 1.38% at September 30, 2025. |
| ● | Total deposits of $3.37 billion at December 31, 2025, decreased $89.1 million or 2.6% compared with $3.46 billion at September 30,<br> 2025. Noninterest-bearing deposits represented 35.0% of total deposits, compared with 35.8% of total deposits at September 30, 2025. |
| ● | Cost of deposits was 1.43%, compared to 1.59% in the prior quarter. |
| ● | Cost of funds was 1.50%, compared with 1.69% in the prior quarter. |
| ● | Repurchased 122,428 shares of common stock at an average price of $16.37 and a total cost of $2.0 million under the stock repurchase program. |
| ● | Dividend<br> of $0.10 per common share declared, totaling $3.3 million. |
| ● | Tangible book value per common share (non-GAAP^1^) of $13.79 at December 31, 2025, up $0.40 from $13.39 at September 30, 2025. |
| ● | The Company’s preliminary capital ratios at December 31, 2025 exceed the minimums required to be “well-capitalized,”<br> the highest regulatory capital category. |
FullYear 2025 Highlights
| ● | Net income of $63.1 million, or $1.93 diluted earnings per share for 2025. |
|---|---|
| ● | Net interest margin of 4.55% for 2025, compared with 4.28% in the prior year; average loan yield was 6.50%, down from 6.55% in the<br> prior year. |
| ● | Reversal of provision for credit losses of $8.8 million for 2025, compared with a provision for credit losses of $21.7 million in the<br> prior year. |
| ● | Return on average assets of 1.57% for 2025, compared with 0.18% in the prior year. |
| ● | Return on average common equity of 11.56%, compared with 1.43% in the prior year. |
| ● | Return on average tangible common equity (non-GAAP^1^) of 15.25%, compared with 1.81% in the prior year. |
| ● | Efficiency ratio (non-GAAP^1^) of 56.1% for 2025, compared with 76.6% in the prior year; excluding merger related expenses the<br> efficiency ratio was 63.8% in the prior year. |
| ● | Total loans, including loans held for sale, decreased to $3.06 billion, down $97.4 million from December 31, 2024. |
| ● | Nonperforming assets to total assets ratio of 0.40% at December 31, 2025, compared with 0.76% at December 31, 2024. |
| ● | Allowance for credit losses was 1.20% of total loans held for investment at December 31, 2025, compared to 1.71% at December 31, 2024;<br> allowance for loan losses was 1.13% of total loans held for investment at December 31, 2025, compared to 1.61% at December 31, 2024. |
| ● | Total deposits of $3.37 billion at December 31, 2025, compared to $3.40 billion at December 31, 2024. Noninterest-bearing demand deposits<br> represented 35.0% of total deposits at December 31, 2025, compared to 37.0% of total deposits at December 31, 2024. |
| ● | Cost of deposits was 1.55% for 2025, down from 2.01% in the prior year. |
| ● | Cost of funds was 1.66% for 2025, down from 2.12% in the prior year. |
| ● | Repurchased 211,928 shares of common stock at an average price of $15.89 and a total cost of $3.4 million under the stock repurchase program. |
| ● | Dividend<br> of $0.10 per common share declared, totaling $3.3 million. |
| ● | Tangible book value per common share (“TBV”) (non-GAAP^1^) of $13.79 at December 31, 2025, up $2.08 from $11.71 at<br> December 31, 2024. |
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FourthQuarter Operating Results
NetIncome
Net income for the fourth quarter of 2025 was $16.4 million, or $0.50 per diluted share, compared with $15.7 million, or $0.48 per diluted share in the third quarter of 2025. Pre-tax, pre-provision income (non-GAAP^1^) for the fourth quarter was $18.0 million, a decrease of $3.8 million from the prior quarter. The net income and diluted earnings per share increase were largely driven by higher net interest income after reversal of provision for credit losses and noninterest income, partially offset by higher noninterest expense primarily related to one-time severance costs and litigation settlements.
NetInterest Income and Net Interest Margin
Net interest income for the fourth quarter of 2025 was $42.9 million, compared with $42.5 million in the prior quarter. The increase in net interest income was primarily due to a $1.4 million decrease in total interest expense, partially offset by a $1.0 million decrease in total interest and dividend income in the fourth quarter of 2025, as compared with the prior quarter. During the fourth quarter of 2025, loan interest income decreased by $1.3 million, including a decrease of $640 thousand in accretion from the net purchase accounting discounts on acquired loans, partially offset by increases of $257 thousand in total debt securities income and $31 thousand in interest and dividend income from other financial institutions. The increase in interest income was mainly due to increases in average deposits in other financial institutions of $63.1 million, average total debt securities of $29.4 million, and average total loan balances of $6.9 million, partially offset by a decrease in average Fed funds sold/resale agreements of $2.7 million. The decrease in interest expense for the fourth quarter of 2025 was primarily due to a $981 thousand decrease in interest expense on interest-bearing deposits, the result of a 22 basis point decrease in the cost of average interest-bearing deposits and a $416 thousand decrease in total borrowing costs mostly related to the redemption of $20.0 million of 5.00% subordinated notes in September 2025, partially offset by a $42.7 million increase in average interest-bearing deposits.
Net interest margin for the fourth quarter of 2025 was 4.44%, compared with 4.52% in the prior quarter. The decrease was primarily related to a 26 basis point decrease in the total interest-earning assets yield, partially offset by a 19 basis point decrease in the cost of funds. The yield on total average interest-earning assets in the fourth quarter of 2025 was 5.82%, compared with 6.08% in the prior quarter. The yield on average total loans in the fourth quarter of 2025 was 6.31%, a decrease of 19 basis points from 6.50% in the prior quarter. Accretion income from the net purchase accounting discounts on acquired loans was $3.8 million, increasing the yield on average total loans by 51 basis points; the net amortization expense from the purchase accounting discounts on acquired subordinated debt and acquired time deposits premium increased the interest expense by $389 thousand, the combination of which increased the net interest margin by 36 basis points in the fourth quarter of 2025. In the prior quarter, accretion income from the net purchase accounting discounts on acquired loans was $4.5 million, increasing the yield on average total loans by 59 basis points; the net amortization expense from the purchase accounting discounts on acquired subordinated debt and acquired time deposits premium increased the interest expense by $559 thousand, the combination of which increased the net interest margin by 41 basis points.
Cost of funds for the fourth quarter of 2025 was 1.50%, a decrease of 19 basis points from 1.69% in the prior quarter. The decrease was primarily driven by a drop of 14 basis points in the cost of total borrowings, which was primarily due to the decrease in average total borrowings of $19.3 million from the redemption of the $20.0 million subordinated notes in September 2025, coupled with a 22 basis point decrease in the cost of average interest-bearing deposits. The amortization expense of $389 thousand from the purchase accounting discounts on acquired subordinated debt contributed 4 basis points to the cost of funds. Average noninterest-bearing demand deposits increased $49.5 million to $1.23 billion and represented 35.4% of total average deposits for the fourth quarter of 2025, compared with $1.18 billion and 34.9%, respectively, in the prior quarter; average interest-bearing deposits increased $42.7 million to $2.25 billion during the fourth quarter of 2025. The total cost of deposits in the fourth quarter of 2025 was 1.43%, compared with 1.59% in the prior quarter. The cost of total interest-bearing deposits decreased 22 basis points primarily due to the Company’s ongoing strategy to pay off higher cost money market deposits, savings deposits and time deposits in the fourth quarter of 2025.
Average total borrowings decreased $19.3 million to $33.7 million in the fourth quarter of 2025, primarily due to the redemption of the $20.0 million subordinated notes in September 2025. The average cost of total borrowings was 8.19% for the fourth quarter of 2025, down from 8.33% in the prior quarter.
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Reversalof Provision for Credit Losses
The Company recorded a reversal of provision for credit losses of $4.4 million for the fourth quarter of 2025, compared with $15 thousand in the prior quarter. Total net charge-offs were $2.7 million in the fourth quarter of 2025, which consisted of $2.8 million of gross charge-offs, offset by $42 thousand of gross recoveries. The reversal of provision for credit losses in the fourth quarter of 2025 included a $173 thousand reversal of provision for credit losses for unfunded loan commitments related to the decrease in unfunded loan commitments during the fourth quarter of 2025, coupled with a decrease in the loss rates used to estimate the allowance for credit losses on unfunded commitments. Total unfunded loan commitments increased $7.4 million to $886.4 million at December 31, 2025, compared to $879.0 million in unfunded loan commitments at September 30, 2025.
The provision for credit losses for loans held for investment in the fourth quarter of 2025 was a reversal of $4.2 million, a decrease of $4.4 million from a provision for credit losses of $221 thousand in the prior quarter. The decrease was driven primarily by the decreases in special mention loans and substandard accruing loans, changes in the reasonable and supportable forecast, primarily related to the economic outlook for California, and changes in the qualitative factors. The Company’s management continues to monitor macroeconomic variables related to changes in interest rates and the concerns of an economic downturn, and believes it has appropriately provisioned for the current environment.
NoninterestIncome
Total noninterest income was $3.0 million in the fourth quarter of 2025, an increase of $327 thousand compared with $2.7 million in the third quarter of 2025. Other charges and fees increased $644 thousand in the fourth quarter due primarily to higher income from equity investments. Bank owned life insurance income decreased $396 thousand in the fourth quarter as the previous quarter included a $400 thousand death benefit. No comparable death benefit income was recognized in the current quarter.
NoninterestExpense
Total noninterest expense for the fourth quarter of 2025 was $27.9 million, an increase of $4.5 million from total noninterest expense of $23.4 million in the prior quarter. Salaries and employee benefits increased $1.7 million during the fourth quarter of 2025 to $16.4 million primarily as a result of severance costs and related increases in payroll taxes. During the fourth quarter of 2025, the Company recorded non-recurring litigation settlements of $2.0 million.
Efficiency ratio (non-GAAP^1^) for the fourth quarter of 2025 was 60.80%, compared with 51.75% in the prior quarter. Excluding severance costs and net litigation settlements, the efficiency ratio (non-GAAP^1^) for the fourth quarter of 2025 would have been 52.72%.
IncomeTax
In the fourth quarter of 2025, the Company’s income tax expense was $6.0 million, compared with $6.1 million for the third quarter of 2025. The effective rate was 26.7% for the fourth quarter of 2025 and 28.1% for the third quarter of 2025. The decrease in the effective tax rate for the fourth quarter of 2025 was primarily attributable to changes in the net benefit related to a low income housing investment, and the vesting and exercise of equity awards combined with changes in the Company’s stock price over time.
BalanceSheet
Assets
Total assets at December 31, 2025 were $4.03 billion, a decrease of $67.8 million or 1.7% from September 30, 2025. The decrease in total assets from the prior quarter was primarily related to a decrease in cash and cash equivalents of $159.3 million, partially offset by increases in available-for-sale debt securities of $25.5 million and loans, including loans held for sale, of $62.0 million, as compared to the prior quarter.
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Loans
Total loans held for investment were $3.03 billion at December 31, 2025, an increase of $43.6 million, compared with September 30, 2025. During the fourth quarter of 2025, there were new originations of $149.7 million and net advances of $3.9 million, offset by loan payoffs of $87.4 million, transfer to loans held for sale of $19.8 million, and charge-offs of loans in the amount of $2.8 million. Total loans secured by real estate increased by $53.1 million, of which multifamily loans increased $26.6 million and 1-4 family residential loans increased by $628 thousand; commercial real estate and other loans increased by $59.7 million; and commercial and industrial loans increased by $10.8 million. These increases were partially offset by a decrease in construction and land development loans of $33.9 million and consumer loans decreased by $20.3 million. During the fourth quarter of 2025, the Company transferred its $17.3 million solar loan portfolio to held for sale at estimated fair value and recognized a charge-off of $2.5 million. The Company had $25.1 million in loans held for sale at December 31, 2025, compared with $6.7 million at September 30, 2025.
Deposits
Total deposits at December 31, 2025 were $3.37 billion, a decrease of $89.1 million from September 30, 2025. The decrease primarily consisted of decreases in noninterest-bearing demand deposits of $59.7 million, interest-bearing non-maturity deposits of $17.6 million, and non-brokered time deposits of $11.7 million. Noninterest-bearing demand deposits at December 31, 2025, were $1.18 billion, or 35.0% of total deposits, compared with $1.24 billion, or 35.8% of total deposits at September 30, 2025. At December 31, 2025, total interest-bearing deposits were $2.19 billion, compared with $2.22 billion at September 30, 2025. At December 31, 2025, total brokered time deposits were maintained at $3.8 million. The Company offers the Insured Cash Sweep (ICS) product and Certificate of Deposit Account Registry Service (CDARS), each of which provides reciprocal deposit placement services to fully qualified large customer deposits for FDIC insurance among other participating banks. Total reciprocal deposits were $743.6 million, or 22.1% of total deposits at December 31, 2025, compared with $770.3 million, or 22.3% of total deposits at September 30, 2025.
FederalHome Loan Bank (“FHLB”) and Liquidity
At December 31, 2025 and September 30, 2025, the Company had no FHLB or Federal Reserve Discount Window borrowings.
At December 31, 2025, the Company had available borrowing capacity from an FHLB secured line of credit of approximately $749.3 million and available borrowing capacity from the Federal Reserve Discount Window of approximately $327.8 million. The Company also had available borrowing capacity from four unsecured credit lines from correspondent banks of approximately $90.5 million at December 31, 2025, with no outstanding borrowings. Total available borrowing capacity was $1.17 billion at December 31, 2025. Additionally, the Company had unpledged liquid securities at fair value of approximately $192.6 million and cash and cash equivalents of $399.9 million at December 31, 2025.
Total borrowings decreased $389 thousand to $33.8 million at December 31, 2025.
AssetQuality
Total non-performing assets were $16.1 million, or 0.40% of total assets at December 31, 2025, compared with $15.6 million, or 0.38% of total assets at September 30, 2025. Total non-performing loans were $16.1 million, or 0.53% of total loans held for investment at December 31, 2025, compared with $15.6 million, or 0.52% of total loans held for investment at September 30, 2025.
The increase in total non-performing loans was primarily due to a downgrade of an SBA guaranteed commercial and industrial loan of $223 thousand, net of the $83 thousand charge-off of the unguaranteed portion, and $302 thousand net increase in existing non-performing loan balances, partially offset by a $39 thousand full charge-off of a separate commercial and industrial loan during the fourth quarter of 2025.
Special mention loans decreased by $26.0 million during the fourth quarter of 2025 to $72.4 million at December 31, 2025. The decrease in the special mention loans was due mostly to $28.9 million in loans upgraded to a pass rating, $3.4 million in payoffs and $3.9 million in loans downgraded to substandard, and $2.4 million in net paydowns, partially offset by $12.6 million in loans downgraded from a pass rating. Substandard loans decreased by $24.0 million during the fourth quarter of 2025 to $60.7 million at December 31, 2025. The decrease in the substandard loans was due primarily to $13.8 million in payoffs, $14.8 million in loans upgraded to a pass rating, $249 thousand in charge-offs and $1.5 million in net paydowns, partially offset by $2.5 million in loans downgraded from pass rating and $3.9 million in loans downgraded from special mention rating.
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The Company had no loans that were over 90 days past due and still accruing interest at December 31, 2025 and September 30, 2025.
Loan delinquencies (30-89 days past due, excluding nonaccrual loans) totaled $14.7 million at December 31, 2025, compared with $3.2 million in such loan delinquencies at September 30, 2025. The increase was primarily due to an $8.0 million multifamily loan, a $5.8 million commercial real estate loan, and $824 thousand commercial and industrial loan that became delinquent during the fourth quarter of 2025. In January 2026, the $8.0 million multifamily loan was repaid in full, the $5.8 million commercial real estate loan was downgraded to substandard, and the $824 thousand commercial and industrial loan was brought current.
The allowance for credit losses, which is comprised of the ALL and reserve for unfunded loan commitments, totaled $36.5 million at December 31, 2025, compared with $43.6 million at September 30, 2025. The $7.1 million decrease in the allowance for credit losses included a $4.2 million reversal of provision for credit losses for the loan portfolio, net charge-offs of $2.7 million and a $173 thousand reversal of provision for credit losses for unfunded loan commitments for the quarter ended December 31, 2025.
The ALL was $34.3 million, or 1.13% of total loans held for investment at December 31, 2025, compared with $41.3 million, or 1.38% at September 30, 2025.
Capital
Tangible book value per common share (non-GAAP^1^) at December 31, 2025 was $13.79, compared with $13.39 at September 30, 2025. In the fourth quarter of 2025, tangible book value was primarily impacted by net income of $16.4 million for the fourth quarter, stock-based compensation activity, and a decrease in net of tax unrealized losses on available-for-sale debt securities, partially offset by the Company’s stock repurchase program activity and cash dividends. Other comprehensive losses related to net of tax unrealized losses on available-for-sale debt securities decreased by $431 thousand to $1.6 million at December 31, 2025, from $2.1 million at September 30, 2025. The decrease in the net of tax unrealized losses on available-for-sale debt securities was attributable to non-credit related factors, including a decrease in bond prices at the long end of the yield curve and the general interest rate environment. Tangible common equity (non-GAAP^1^) as a percentage of total tangible assets (non-GAAP^1^) at December 31, 2025, increased to 11.45% from 10.94% in the prior quarter, and net of tax unrealized losses on available-for-sale debt securities as a percentage of tangible common equity (non-GAAP^1^) at December 31, 2025 decreased to 0.4% from 0.5% in the prior quarter.
The Company’s preliminary capital ratios exceed the minimums required to be “well-capitalized” at December 31, 2025.
StockRepurchase Program
During the fourth quarter of 2025, the Company repurchased 122,428 shares of its common stock at an average price of $16.37 and a total cost of $2.0 million under the stock repurchase program. During the year ended December 31, 2025, the Company repurchased 211,928 shares of its common stock at an average price of $15.89 and a total cost of $3.4 million under the stock repurchase program. The remaining maximum number of shares authorized to be repurchased under this program was 1,388,072 shares at December 31, 2025.
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ABOUTCALIFORNIA BANCORP
California BanCorp (NASDAQ: BCAL) is a registered bank holding company headquartered in San Diego, California. California Bank of Commerce, N.A., a national banking association chartered under the laws of the United States (the “Bank”) and regulated by the Office of the Comptroller of the Currency, is a wholly owned subsidiary of California BanCorp. Established in 2001 and headquartered in San Diego, California, the Bank offers a range of financial products and services to individuals, professionals, and small to medium-sized businesses through its 14 branch offices and four loan production offices serving Northern and Southern California. The Bank’s solutions-driven, relationship-based approach to banking provides accessibility to decision makers and enhances value through strong partnerships with its clients. Additional information is available at www.californiabankofcommerce.com.
CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS
In addition to historical information, this release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and other matters that are not historical facts. Examples of forward-looking statements include, among others, statements regarding expectations, plans or objectives for future operations, products or services, loan recoveries, projections, and expectations regarding the adequacy of reserves for credit losses, as well as forecasts relating to financial and operating results or other measures of economic performance. Forward-looking statements reflect management’s current view about future events and involve risks and uncertainties that may cause actual results to differ from those expressed in the forward-looking statement or historical results. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and often include the words or phrases such as “aim,” “can,” “may,” “could,” “predict,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “hope,” “intend,” “plan,” “potential,” “project,” “will likely result,” “continue,” “seek,” “shall,” “possible,” “projection,” “optimistic,” and “outlook,” and variations of these words and similar expressions.
Factors that could cause or contribute to results differing from those in or implied in the forward-looking statements include but are not limited to the impact of bank failures or other adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks; changes in real estate markets and valuations; the impact on financial markets from geopolitical conflicts; inflation, interest rate, market and monetary fluctuations and general economic conditions, either nationally or locally in the areas in which the Company conducts business; increases in competitive pressures among financial institutions and businesses offering similar products and services; general credit risks related to lending, including changes in the value of real estate or other collateral, the financial condition of borrowers, the effectiveness of our underwriting practices and the risk of fraud; higher than anticipated defaults in the Company’s loan portfolio; changes in management’s estimate of the adequacy of the allowance for credit losses or the factors the Company uses to determine the allowance for credit losses; changes in demand for loans and other products and services offered by the Company; the possibility that the Company may reduce or discontinue the payment of dividends on its common stock; the possibility that the Company may discontinue, reduce or otherwise limit the level of repurchases of its common stock that it may make from time to time pursuant to its stock repurchase program; the costs and outcomes of litigation; legislative or regulatory changes or changes in accounting principles, policies or guidelines; and other risk factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) and other documents the Company may file with the SEC from time to time.
Additional information regarding these and other risks and uncertainties to which our business and future financial performance are subject is contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and other documents the Company files with the SEC from time to time.
Any forward-looking statement made in this release is based only on information currently available to management and speaks only as of the date on which it is made. The Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements or to conform such forward-looking statements to actual results or to changes in its opinions or expectations, except as required by law.
| 7 |
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CaliforniaBanCorp and Subsidiary
Financial Highlights (Unaudited)
| At<br> or for the Three<br> Months Ended | At or for the<br> <br>Year Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December<br> 31, 2025 | September<br> 30,<br> 2025 | December<br> 31,<br> 2024 | December<br> 31,<br> 2025 | December<br> 31,<br> 2024 | ||||||||||
| (<br> in thousands except share and per share data) | ||||||||||||||
| EARNINGS | ||||||||||||||
| Net<br> interest income | $ | 42,515 | $ | 44,541 | $ | 169,092 | $ | 122,984 | ||||||
| (Reversal<br> of) provision for credit losses | ) | $ | (15 | ) | $ | (3,835 | ) | $ | (8,823 | ) | $ | 21,690 | ||
| Noninterest<br> income | $ | 2,668 | $ | 1,004 | $ | 11,085 | $ | 4,760 | ||||||
| Noninterest<br> expense | $ | 23,382 | $ | 26,125 | $ | 101,043 | $ | 97,791 | ||||||
| Income<br> tax expense | $ | 6,132 | $ | 6,483 | $ | 24,899 | $ | 2,830 | ||||||
| Net<br> income | $ | 15,684 | $ | 16,772 | $ | 63,058 | $ | 5,433 | ||||||
| Pre-tax<br> pre-provision income ^(1)^ | $ | 21,801 | $ | 19,420 | $ | 79,134 | $ | 29,953 | ||||||
| Adjusted<br> pre-tax pre-provision income ^(1)^ | $ | 21,801 | $ | 20,063 | $ | 79,134 | $ | 46,241 | ||||||
| Diluted<br> earnings per share | $ | 0.48 | $ | 0.51 | $ | 1.93 | $ | 0.22 | ||||||
| Shares<br> outstanding at period end | 32,443,056 | 32,265,935 | 32,418,182 | 32,265,935 | ||||||||||
| PERFORMANCE<br> RATIOS | ||||||||||||||
| Return<br> on average assets | % | 1.54 | % | 1.60 | % | 1.57 | % | 0.18 | % | |||||
| Adjusted<br> return on average assets ^(1)^ | % | 1.54 | % | 1.64 | % | 1.57 | % | 1.05 | % | |||||
| Return<br> on average common equity | % | 11.24 | % | 13.21 | % | 11.56 | % | 1.43 | % | |||||
| Adjusted<br> return on average common equity ^(1)^ | % | 11.24 | % | 13.57 | % | 11.56 | % | 8.53 | % | |||||
| Yield<br> on total loans | % | 6.50 | % | 6.84 | % | 6.50 | % | 6.55 | % | |||||
| Yield<br> on interest earning assets | % | 6.08 | % | 6.48 | % | 6.09 | % | 6.26 | % | |||||
| Cost<br> of deposits | % | 1.59 | % | 1.87 | % | 1.55 | % | 2.01 | % | |||||
| Cost<br> of funds | % | 1.69 | % | 1.99 | % | 1.66 | % | 2.12 | % | |||||
| Net<br> interest margin | % | 4.52 | % | 4.61 | % | 4.55 | % | 4.28 | % | |||||
| Efficiency<br> ratio ^(1)^ | % | 51.75 | % | 57.36 | % | 56.08 | % | 76.55 | % | |||||
| Adjusted<br> efficiency ratio ^(1)^ | % | 51.75 | % | 55.95 | % | 56.08 | % | 63.80 | % |
All values are in US Dollars.
| As<br> of | ||||||||
|---|---|---|---|---|---|---|---|---|
| December<br> 31, 2025 | September<br> 30,<br> 2025 | December<br> 31,<br> 2024 | ||||||
| (<br> in thousands except share and per share data) | ||||||||
| CAPITAL | ||||||||
| Tangible<br> equity to tangible assets ^(1)^ | % | 10.94 | % | 9.69 | % | |||
| Book<br> value (BV) per common share | $ | 17.41 | $ | 15.86 | ||||
| Tangible<br> BV per common share ^(1)^ | $ | 13.39 | $ | 11.71 | ||||
| ASSET<br> QUALITY | ||||||||
| Allowance<br> for loan losses (ALL) | $ | 41,292 | $ | 50,540 | ||||
| Reserve<br> for unfunded loan commitments | $ | 2,278 | $ | 3,103 | ||||
| Allowance<br> for credit losses (ACL) | $ | 43,570 | $ | 53,643 | ||||
| Allowance<br> for loan losses to nonperforming loans | % | 264.7 | % | 190.5 | % | |||
| ALL<br> to total loans held for investment | % | 1.38 | % | 1.61 | % | |||
| ACL<br> to total loans held for investment | % | 1.46 | % | 1.71 | % | |||
| 30-89<br> days past due, excluding nonaccrual loans | $ | 3,154 | $ | 12,082 | ||||
| Over<br> 90 days past due, excluding nonaccrual loans | $ | — | $ | 150 | ||||
| Special<br> mention loans | $ | 98,416 | $ | 69,339 | ||||
| Special<br> mention loans to total loans held for investment | % | 3.29 | % | 2.21 | % | |||
| Substandard<br> loans | $ | 84,660 | $ | 117,598 | ||||
| Substandard<br> loans to total loans held for investment | % | 2.83 | % | 3.75 | % | |||
| Nonperforming<br> loans | $ | 15,600 | $ | 26,536 | ||||
| Nonperforming<br> loans to total loans held for investment | % | 0.52 | % | 0.85 | % | |||
| Other<br> real estate owned, net | $ | — | $ | 4,083 | ||||
| Nonperforming<br> assets | $ | 15,600 | $ | 30,619 | ||||
| Nonperforming<br> assets to total assets | % | 0.38 | % | 0.76 | % | |||
| END<br> OF PERIOD BALANCES | ||||||||
| Total<br> loans, including loans held for sale | $ | 2,996,984 | $ | 3,156,345 | ||||
| Total<br> assets | $ | 4,101,209 | $ | 4,031,654 | ||||
| Deposits | $ | 3,459,661 | $ | 3,398,760 | ||||
| Loans<br> to deposits | % | 86.6 | % | 92.9 | % | |||
| Shareholders’<br> equity | $ | 564,724 | $ | 511,836 |
All values are in US Dollars.
| (1) | Non-GAAP measure. See – GAAP to Non-GAAP reconciliation. |
|---|
| 8 |
| --- | | | At<br> or for the Three<br> Months Ended | | | | | | | | At or for the<br> <br>Year Ended | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | ALLOWANCE<br> for CREDIT LOSSES | December<br> 31, 2025 | | September<br> 30,<br> 2025 | | | December<br> 31,<br> 2024 | | | December<br> 31,<br> 2025 | | | December<br> 31,<br> 2024 | | | | | (<br> in thousands) | | | | | | | | | | | | | | | Allowance<br> for loan losses | | | | | | | | | | | | | | | | Balance<br> at beginning of period | | | $ | 41,110 | | $ | 53,552 | | $ | 50,540 | | $ | 22,569 | | | Initial<br> allowance for PCD loans | | | | — | | | — | | | — | | | 11,216 | | | (Reversal<br> of) provision for credit losses ^(1)^ | | ) | | 221 | | | (2,867 | ) | | (7,825 | ) | | 19,520 | | | Charge-offs | | ) | | (323 | ) | | (154 | ) | | (10,490 | ) | | (2,774 | ) | | Recoveries | | | | 284 | | | 9 | | | 2,123 | | | 9 | | | Net<br> charge-offs | | ) | | (39 | ) | | (145 | ) | | (8,367 | ) | | (2,765 | ) | | Balance,<br> end of period | | | $ | 41,292 | | $ | 50,540 | | $ | 34,348 | | $ | 50,540 | | | Reserve for unfunded loan commitments ^(2)^ | | | | | | | | | | | | | | | | Balance,<br> beginning of period | | | $ | 2,514 | | $ | 4,071 | | $ | 3,103 | | $ | 933 | | | (Reversal<br> of) provision for credit losses ^(3)^ | | ) | | (236 | ) | | (968 | ) | | (998 | ) | | 2,170 | | | Balance,<br> end of period | | | | 2,278 | | | 3,103 | | | 2,105 | | | 3,103 | | | Allowance<br> for credit losses | | | $ | 43,570 | | $ | 53,643 | | $ | 36,453 | | $ | 53,643 | | | ALL<br> to total loans held for investment | | % | | 1.38 | % | | 1.61 | % | | 1.13 | % | | 1.61 | % | | ACL<br> to total loans held for investment | | % | | 1.46 | % | | 1.71 | % | | 1.20 | % | | 1.71 | % | | Net<br> charge-offs to average total loans | | )% | | (0.01 | )% | | (0.02 | )% | | (0.28 | )% | | (0.11 | )% |
All values are in US Dollars.
| (1) | Includes $18.5 million for the year ended December 31, 2024 related to the initial provision for credit losses for non-PCD loans acquired in the merger with the former California BanCorp. |
|---|---|
| (2) | Included in “Accrued interest and other liabilities” on the consolidated balance sheets. |
| (3) | Includes $2.7 million for the year ended December 31, 2024 related to the initial provision for credit losses on unfunded commitments acquired in the merger with the former California BanCorp. |
| 9 |
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CaliforniaBanCorp and Subsidiary
Balance Sheets (Unaudited)
| September 30,<br> 2025 | December 31,<br> 2024 | ||||||
|---|---|---|---|---|---|---|---|
| ASSETS | |||||||
| Cash and due from banks | $ | 95,046 | $ | 60,471 | |||
| Federal funds sold & other interest-bearing balances | 464,170 | 327,691 | |||||
| Total cash and cash equivalents | 559,216 | 388,162 | |||||
| Debt securities available-for-sale, at fair value (amortized cost of 237,191, 212,314 and 151,429 at December 31, 2025, September 30, 2025 and December 31, 2024) | 209,402 | 142,001 | |||||
| Debt securities held-to-maturity, at cost (fair value of 49,308, 48,810 and 47,823 at December 31, 2025, September 30, 2025 and December 31, 2024) | 53,022 | 53,280 | |||||
| Loans held for sale | 6,685 | 17,180 | |||||
| Loans held for investment: | |||||||
| Construction & land development | 172,747 | 227,325 | |||||
| 1-4 family residential | 141,771 | 164,401 | |||||
| Multifamily | 297,453 | 243,993 | |||||
| Other commercial real estate | 1,760,741 | 1,767,727 | |||||
| Commercial & industrial | 595,085 | 710,970 | |||||
| Other consumer | 22,502 | 24,749 | |||||
| Total loans held for investment | 2,990,299 | 3,139,165 | |||||
| Allowance for credit losses - loans | ) | (41,292 | ) | (50,540 | ) | ||
| Total loans held for investment, net | 2,949,007 | 3,088,625 | |||||
| Restricted stock at cost | 30,899 | 30,829 | |||||
| Premises and equipment | 12,419 | 13,595 | |||||
| Right of use asset | 15,246 | 14,350 | |||||
| Other real estate owned, net | — | 4,083 | |||||
| Goodwill | 110,934 | 111,787 | |||||
| Intangible assets | 19,427 | 22,271 | |||||
| Bank owned life insurance | 66,880 | 66,636 | |||||
| Deferred taxes, net | 31,929 | 43,127 | |||||
| Accrued interest and other assets | 36,143 | 35,728 | |||||
| Total assets | $ | 4,101,209 | $ | 4,031,654 | |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
| Deposits: | |||||||
| Noninterest-bearing demand | $ | 1,237,985 | $ | 1,257,007 | |||
| Interest-bearing NOW accounts | 855,854 | 673,589 | |||||
| Money market and savings accounts | 1,225,860 | 1,182,927 | |||||
| Time deposits | 139,962 | 285,237 | |||||
| Total deposits | 3,459,661 | 3,398,760 | |||||
| Borrowings | 33,443 | 69,725 | |||||
| Operating lease liability | 19,154 | 18,310 | |||||
| Accrued interest and other liabilities | 24,227 | 33,023 | |||||
| Total liabilities | 3,536,485 | 3,519,818 | |||||
| Shareholders’ Equity: | |||||||
| Common stock - 50,000,000 shares authorized, no par value; issued and outstanding 32,418,182, 32,443,056 and 32,265,935 at December 31, 2025, September 30, 2025 and December 31, 2024 | 444,132 | 442,469 | |||||
| Retained earnings | 122,644 | 76,008 | |||||
| Accumulated other comprehensive loss - net of taxes | ) | (2,052 | ) | (6,641 | ) | ||
| Total shareholders’ equity | 564,724 | 511,836 | |||||
| Total liabilities and shareholders’ equity | $ | 4,101,209 | $ | 4,031,654 |
All values are in US Dollars.
| 10 |
| --- |
CaliforniaBanCorp and Subsidiary
Income Statements - Quarterly and Year-to-Date (Unaudited)
| Three<br> Months Ended | Year<br> Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December<br> 31, 2025 | September<br> 30,<br> 2025 | December<br> 31,<br> 2024 | December<br> 31,<br> 2025 | December<br> 31,<br> 2024 | ||||||||||
| (<br> in thousands except share and per share data) | ||||||||||||||
| INTEREST<br> AND DIVIDEND INCOME | ||||||||||||||
| Interest<br> and fees on loans | $ | 48,721 | $ | 54,791 | $ | 195,913 | $ | 159,960 | ||||||
| Interest<br> on debt securities | 2,142 | 1,698 | 7,820 | 5,827 | ||||||||||
| Interest<br> on tax-exempted debt securities | 302 | 305 | 1,209 | 1,223 | ||||||||||
| Interest<br> and dividends from other institutions | 6,023 | 5,764 | 21,038 | 12,788 | ||||||||||
| Total<br> interest and dividend income | 57,188 | 62,558 | 225,980 | 179,798 | ||||||||||
| INTEREST<br> EXPENSE | ||||||||||||||
| Interest<br> on NOW, savings, and money market accounts | 12,159 | 12,447 | 46,041 | 37,329 | ||||||||||
| Interest<br> on time deposits | 1,402 | 4,179 | 6,219 | 15,432 | ||||||||||
| Interest<br> on borrowings | 1,112 | 1,391 | 4,628 | 4,053 | ||||||||||
| Total<br> interest expense | 14,673 | 18,017 | 56,888 | 56,814 | ||||||||||
| Net<br> interest income | 42,515 | 44,541 | 169,092 | 122,984 | ||||||||||
| (Reversal<br> of) provision for credit losses ^(1)^ | ) | (15 | ) | (3,835 | ) | (8,823 | ) | 21,690 | ||||||
| Net<br> interest income after (reversal of) provision for credit losses | 42,530 | 48,376 | 177,915 | 101,294 | ||||||||||
| NONINTEREST<br> INCOME | ||||||||||||||
| Service<br> charges and fees on deposit accounts | 1,099 | 911 | 4,570 | 3,140 | ||||||||||
| (Loss)<br> gain on sale of loans | — | (1,095 | ) | 577 | (672 | ) | ||||||||
| Bank<br> owned life insurance income | 883 | 823 | 2,336 | 1,748 | ||||||||||
| Servicing<br> and related income on loans | 69 | 157 | 453 | 307 | ||||||||||
| Loss<br> on sale of fixed assets | — | — | (1 | ) | (19 | ) | ||||||||
| Other<br> charges and fees | 617 | 208 | 3,150 | 256 | ||||||||||
| Total<br> noninterest income | 2,668 | 1,004 | 11,085 | 4,760 | ||||||||||
| NONINTEREST<br> EXPENSE | ||||||||||||||
| Salaries<br> and employee benefits | 14,717 | 16,074 | 62,288 | 49,845 | ||||||||||
| Occupancy<br> and equipment expenses | 2,060 | 2,314 | 8,601 | 7,242 | ||||||||||
| Data<br> processing | 1,913 | 1,960 | 7,608 | 5,832 | ||||||||||
| Legal,<br> audit and professional | 843 | 817 | 3,646 | 2,559 | ||||||||||
| Regulatory<br> assessments | 508 | 436 | 2,282 | 1,714 | ||||||||||
| Director<br> and shareholder expenses | 353 | 458 | 1,463 | 1,410 | ||||||||||
| Merger<br> and related expenses | — | 643 | — | 16,288 | ||||||||||
| Intangible<br> assets amortization | 948 | 1,060 | 3,791 | 1,877 | ||||||||||
| Litigation<br> settlements, net | — | — | 2,035 | — | ||||||||||
| Other<br> real estate owned expense (income) | (10 | ) | 220 | 924 | 5,246 | |||||||||
| Other<br> expense | 2,050 | 2,143 | 8,405 | 5,778 | ||||||||||
| Total<br> noninterest expense | 23,382 | 26,125 | 101,043 | 97,791 | ||||||||||
| Income<br> before income taxes | 21,816 | 23,255 | 87,957 | 8,263 | ||||||||||
| Income<br> tax expense | 6,132 | 6,483 | 24,899 | 2,830 | ||||||||||
| Net<br> income | $ | 15,684 | $ | 16,772 | $ | 63,058 | $ | 5,433 | ||||||
| Net<br> income per share - basic | $ | 0.48 | $ | 0.52 | $ | 1.95 | $ | 0.22 | ||||||
| Net<br> income per share - diluted | $ | 0.48 | $ | 0.51 | $ | 1.93 | $ | 0.22 | ||||||
| Weighted<br> average common shares-diluted | 32,811,827 | 32,698,714 | 32,746,110 | 24,623,397 | ||||||||||
| Pre-tax,<br> pre-provision income ^(2)^ | $ | 21,801 | $ | 19,420 | $ | 79,134 | $ | 29,953 |
All values are in US Dollars.
| (1) | Included (reversal of) provision for credit losses on unfundedloan commitments of $(173) thousand, $(236) thousand and $(1.0) million for the three months ended December 31, 2025, September 30, 2025,and December 31, 2024, respectively; and $(998) thousand and $2.2 million for the year ended December 31, 2025 and December 31, 2024,respectively. |
|---|---|
| (2) | Non-GAAP measure. See — GAAP to Non-GAAP reconciliation. |
| 11 |
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CaliforniaBanCorp and Subsidiary
Average Balance Sheets and Yield Analysis
(Unaudited)
| Three Months Ended | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | September 30, 2025 | December 31, 2024 | ||||||||||||||||||
| Average Balance | Income/<br> <br>Expense | Yield/<br> <br>Cost | Average Balance | Income/<br> <br>Expense | Yield/<br> <br>Cost | Average Balance | Income/<br> <br>Expense | Yield/<br> <br>Cost | ||||||||||||
| ( in thousands) | ||||||||||||||||||||
| Assets | ||||||||||||||||||||
| Interest-earning assets: | ||||||||||||||||||||
| Total loans | $ | 47,426 | 6.31 | % | $ | 2,974,224 | $ | 48,721 | 6.50 | % | $ | 3,184,918 | $ | 54,791 | 6.84 | % | ||||
| Taxable debt securities | 2,403 | 4.29 | % | 191,922 | 2,142 | 4.43 | % | 147,895 | 1,698 | 4.57 | % | |||||||||
| Tax-exempt debt securities ^(1)^ | 298 | 2.85 | % | 53,092 | 302 | 2.86 | % | 53,607 | 305 | 2.87 | % | |||||||||
| Deposits in other financial institutions | 5,215 | 4.01 | % | 452,615 | 5,101 | 4.47 | % | 422,032 | 5,123 | 4.83 | % | |||||||||
| Fed funds sold/resale agreements | 268 | 3.96 | % | 29,575 | 315 | 4.23 | % | 3,353 | 38 | 4.51 | % | |||||||||
| Restricted stock investments and other bank stock | 571 | 7.14 | % | 31,702 | 607 | 7.60 | % | 30,341 | 603 | 7.91 | % | |||||||||
| Total interest-earning assets | 56,181 | 5.82 | % | 3,733,130 | 57,188 | 6.08 | % | 3,842,146 | 62,558 | 6.48 | % | |||||||||
| Total noninterest-earning assets | 308,742 | 326,601 | ||||||||||||||||||
| Total Assets | $ | 4,041,872 | $ | 4,168,747 | ||||||||||||||||
| Liabilities and Shareholders’ Equity | ||||||||||||||||||||
| Interest-bearing liabilities: | ||||||||||||||||||||
| Interest-bearing NOW accounts | $ | 3,896 | 1.76 | % | $ | 862,250 | $ | 4,172 | 1.92 | % | $ | 704,017 | $ | 3,784 | 2.14 | % | ||||
| Money market and savings accounts | 7,480 | 2.41 | % | 1,194,541 | 7,987 | 2.65 | % | 1,192,692 | 8,663 | 2.89 | % | |||||||||
| Time deposits | 1,204 | 3.47 | % | 151,633 | 1,402 | 3.67 | % | 359,111 | 4,179 | 4.63 | % | |||||||||
| Total interest-bearing deposits | 12,580 | 2.22 | % | 2,208,424 | 13,561 | 2.44 | % | 2,255,820 | 16,626 | 2.93 | % | |||||||||
| Borrowings: | ||||||||||||||||||||
| FHLB advances | — | —% | — | — | —% | — | — | —% | ||||||||||||
| Subordinated debt | 696 | 8.20 | % | 52,952 | 1,112 | 8.33 | % | 69,420 | 1,391 | 7.97 | % | |||||||||
| Total borrowings | 696 | 8.19 | % | 52,952 | 1,112 | 8.33 | % | 69,420 | 1,391 | 7.97 | % | |||||||||
| Total interest-bearing liabilities | 13,276 | 2.31 | % | 2,261,376 | 14,673 | 2.57 | % | 2,325,240 | 18,017 | 3.08 | % | |||||||||
| Noninterest-bearing liabilities: | ||||||||||||||||||||
| Noninterest-bearing deposits ^(2)^ | 1,183,313 | 1,283,591 | ||||||||||||||||||
| Other liabilities | 43,640 | 55,007 | ||||||||||||||||||
| Shareholders’ equity | 553,543 | 504,909 | ||||||||||||||||||
| Total Liabilities and Shareholders’ Equity | $ | 4,041,872 | $ | 4,168,747 | ||||||||||||||||
| Net interest spread | 3.51 | % | 3.51 | % | 3.40 | % | ||||||||||||||
| Net interest income and margin | $ | 42,905 | 4.44 | % | $ | 42,515 | 4.52 | % | $ | 44,541 | 4.61 | % | ||||||||
| Cost of deposits | $ | 12,580 | 1.43 | % | $ | 3,391,737 | $ | 13,561 | 1.59 | % | $ | 3,539,411 | $ | 16,626 | 1.87 | % | ||||
| Cost of funds | $ | 13,276 | 1.50 | % | $ | 3,444,689 | $ | 14,673 | 1.69 | % | $ | 3,608,831 | $ | 18,017 | 1.99 | % |
All values are in US Dollars.
| (1) | Tax-exempt debt securities yields are presented on a taxequivalent basis using a 21% tax rate. |
|---|---|
| (2) | Average noninterest-bearing deposits represent 35.39%, 34.89%and 36.27% of average total deposits for the three months ended December 31, 2025, September 30, 2025 and December 31, 2024, respectively. |
| 12 |
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CaliforniaBanCorp and Subsidiary
Average Balance Sheets and Yield Analysis
(Unaudited)
| Year<br> Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December<br> 31, 2025 | December<br> 31, 2024 | ||||||||||||
| Average<br> Balance | Income/<br> <br>Expense | Yield/<br> <br>Cost | Average<br> Balance | Income/<br> <br>Expense | Yield/<br> <br>Cost | ||||||||
| (<br> in thousands) | |||||||||||||
| Assets | |||||||||||||
| Interest-earning<br> assets: | |||||||||||||
| Total<br> loans | $ | 195,913 | 6.50 | % | $ | 2,443,127 | $ | 159,960 | 6.55 | % | |||
| Taxable<br> debt securities | 7,820 | 4.35 | % | 136,984 | 5,827 | 4.25 | % | ||||||
| Tax-exempt<br> debt securities ^(1)^ | 1,209 | 2.88 | % | 53,721 | 1,223 | 2.88 | % | ||||||
| Deposits<br> in other financial institutions | 17,054 | 4.31 | % | 171,939 | 8,692 | 5.06 | % | ||||||
| Fed<br> funds sold/resale agreements | 1,648 | 4.33 | % | 43,990 | 2,319 | 5.27 | % | ||||||
| Restricted<br> stock investments and other bank stock | 2,336 | 7.37 | % | 22,137 | 1,777 | 8.03 | % | ||||||
| Total<br> interest-earning assets | 225,980 | 6.09 | % | 2,871,898 | 179,798 | 6.26 | % | ||||||
| Total<br> noninterest-earning assets | 224,018 | ||||||||||||
| Total<br> Assets | $ | 3,095,916 | |||||||||||
| Liabilities<br> and Shareholders’ Equity | |||||||||||||
| Interest-bearing<br> liabilities: | |||||||||||||
| Interest-bearing<br> NOW accounts | $ | 15,100 | 1.86 | % | $ | 492,140 | $ | 10,644 | 2.16 | % | |||
| Money<br> market and savings accounts | 30,941 | 2.61 | % | 910,426 | 26,685 | 2.93 | % | ||||||
| Time<br> deposits | 6,219 | 3.76 | % | 324,249 | 15,432 | 4.76 | % | ||||||
| Total<br> interest-bearing deposits | 52,260 | 2.42 | % | 1,726,815 | 52,761 | 3.06 | % | ||||||
| Borrowings: | |||||||||||||
| FHLB<br> advances | — | —% | 19,543 | 1,103 | 5.64 | % | |||||||
| Subordinated<br> debt | 4,628 | 8.29 | % | 39,479 | 2,950 | 7.47 | % | ||||||
| Total<br> borrowings | 4,628 | 8.29 | % | 59,022 | 4,053 | 6.87 | % | ||||||
| Total<br> interest-bearing liabilities | 56,888 | 2.57 | % | 1,785,837 | 56,814 | 3.18 | % | ||||||
| Noninterest-bearing<br> liabilities: | |||||||||||||
| Noninterest-bearing<br> deposits ^(2)^ | 893,586 | ||||||||||||
| Other<br> liabilities | 36,677 | ||||||||||||
| Shareholders’<br> equity | 379,816 | ||||||||||||
| Total<br> Liabilities and Shareholders’ Equity | $ | 3,095,916 | |||||||||||
| Net<br> interest spread | 3.52 | % | 3.08 | % | |||||||||
| Net<br> interest income and margin | $ | 169,092 | 4.55 | % | $ | 122,984 | 4.28 | % | |||||
| Cost<br> of deposits | $ | 52,260 | 1.55 | % | $ | 2,620,401 | $ | 52,761 | 2.01 | % | |||
| Cost<br> of funds | $ | 56,888 | 1.66 | % | $ | 2,679,423 | $ | 56,814 | 2.12 | % |
All values are in US Dollars.
| (1) | Tax-exempt debt securities yields are presented on a taxequivalent basis using a 21% tax rate. |
|---|---|
| (2) | Average noninterest-bearing deposits represent 35.95%, and34.10% of average total deposits for the year ended December 31, 2025 and December 31, 2024, respectively. |
| 13 |
| --- |
CaliforniaBanCorp and Subsidiary
GAAP to Non-GAAP Reconciliation
(Unaudited)
The following tables present a reconciliation of non-GAAP financial measures to GAAP measures for: (1) adjusted net income, (2) efficiency ratio, (3) adjusted efficiency ratio, (4) pre-tax pre-provision income, (5) adjusted pre-tax pre-provision income, (6) average tangible common equity, (7) adjusted return on average assets, (8) adjusted return on average equity, (9) return on average tangible common equity, (10) adjusted return on average tangible common equity, (11) tangible common equity, (12) tangible assets, (13) tangible common equity to tangible asset ratio, and (14) tangible book value per common share. We believe the presentation of certain non-GAAP financial measures provides useful information to assess our consolidated financial condition and consolidated results of operations and to assist investors in evaluating our financial results relative to our peers. These non-GAAP financial measures complement our GAAP reporting and are presented below to provide investors and others with information that we use to manage the business each period. Because not all companies use identical calculations, the presentation of these non-GAAP financial measures may not be comparable to other similarly titled measures used by other companies. These non-GAAP measures should be taken together with the corresponding GAAP measures and should not be considered a substitute of the GAAP measures.
| Three<br> Months Ended | Year<br> Ended | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December<br> 31, 2025 | September<br> 30,<br> 2025 | December<br> 31,<br> 2024 | December<br> 31,<br> 2025 | December<br> 31,<br> 2024 | ||||||||||
| (<br> in thousands) | ||||||||||||||
| Adjusted<br> net income | ||||||||||||||
| Net<br> income | $ | 15,684 | $ | 16,772 | $ | 63,058 | $ | 5,433 | ||||||
| Add:<br> After-tax Day1 provision for non PCD loans and unfunded loan commitments ^(1)^ | — | — | — | 14,978 | ||||||||||
| Add:<br> After-tax merger and related expenses ^(1)^ | — | 453 | — | 11,988 | ||||||||||
| Adjusted<br> net income (non-GAAP) | $ | 15,684 | $ | 17,225 | $ | 63,058 | $ | 32,399 | ||||||
| Efficiency<br> Ratio | ||||||||||||||
| Noninterest<br> expense | $ | 23,382 | $ | 26,125 | $ | 101,043 | $ | 97,791 | ||||||
| Deduct:<br> Merger and related expenses | — | 643 | — | 16,288 | ||||||||||
| Adjusted<br> noninterest expense | 23,382 | 25,482 | 101,043 | 81,503 | ||||||||||
| Net<br> interest income | 42,515 | 44,541 | 169,092 | 122,984 | ||||||||||
| Noninterest<br> income | 2,668 | 1,004 | 11,085 | 4,760 | ||||||||||
| Total<br> net interest income and noninterest income | $ | 45,183 | $ | 45,545 | $ | 180,177 | $ | 127,744 | ||||||
| Efficiency<br> ratio (non-GAAP) | % | 51.75 | % | 57.36 | % | 56.08 | % | 76.55 | % | |||||
| Adjusted<br> efficiency ratio (non-GAAP) | % | 51.75 | % | 55.95 | % | 56.08 | % | 63.80 | % | |||||
| Pre-tax<br> pre-provision income | ||||||||||||||
| Net<br> interest income | $ | 42,515 | $ | 44,541 | $ | 169,092 | $ | 122,984 | ||||||
| Noninterest<br> income | 2,668 | 1,004 | 11,085 | 4,760 | ||||||||||
| Total<br> net interest income and noninterest income | 45,183 | 45,545 | 180,177 | 127,744 | ||||||||||
| Less:<br> Noninterest expense | 23,382 | 26,125 | 101,043 | 97,791 | ||||||||||
| Pre-tax<br> pre-provision income (non-GAAP) | 21,801 | 19,420 | 79,134 | 29,953 | ||||||||||
| Add:<br> Merger and related expenses | — | 643 | — | 16,288 | ||||||||||
| Adjusted<br> pre-tax pre-provision income (non-GAAP) | $ | 21,801 | $ | 20,063 | $ | 79,134 | $ | 46,241 |
All values are in US Dollars.
| (1) | After-tax Day 1 provision for non-PCD loans and unfunded commitments and merger and related expenses are presented using a 29.56% tax<br>rate. |
|---|
| 14 |
| --- | | | Three<br> Months Ended | | | | | | | | Year<br> Ended | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | December<br> 31, 2025 | | September<br> 30,<br> 2025 | | | December<br> 31,<br> 2024 | | | December<br> 31,<br> 2025 | | | December<br> 31,<br> 2024 | | | | | (<br> in thousands) | | | | | | | | | | | | | | | Return<br> on Average Assets, Equity, and Tangible Equity | | | | | | | | | | | | | | | | Net<br> income | | | $ | 15,684 | | $ | 16,772 | | $ | 63,058 | | $ | 5,433 | | | Adjusted<br> net income (non-GAAP) | | | $ | 15,684 | | $ | 17,225 | | $ | 63,058 | | $ | 32,399 | | | Average<br> assets | | | $ | 4,041,872 | | $ | 4,168,747 | | $ | 4,020,949 | | $ | 3,095,916 | | | Average<br> shareholders’ equity | | | | 553,543 | | | 504,909 | | | 545,315 | | | 379,816 | | | Less:<br> Average intangible assets | | | | 130,825 | | | 135,073 | | | 131,703 | | | 79,564 | | | Average<br> tangible common equity (non-GAAP) | | | $ | 422,718 | | $ | 369,836 | | $ | 413,612 | | $ | 300,252 | | | Return<br> on average assets | | % | | 1.54 | % | | 1.60 | % | | 1.57 | % | | 0.18 | % | | Adjusted<br> return on average assets (non-GAAP) | | % | | 1.54 | % | | 1.64 | % | | 1.57 | % | | 1.05 | % | | Return<br> on average equity | | % | | 11.24 | % | | 13.21 | % | | 11.56 | % | | 1.43 | % | | Adjusted<br> return on average equity (non-GAAP) | | % | | 11.24 | % | | 13.57 | % | | 11.56 | % | | 8.53 | % | | Return<br> on average tangible common equity (non-GAAP) | | % | | 14.72 | % | | 18.04 | % | | 15.25 | % | | 1.81 | % | | Adjusted<br> return on average tangible common equity (non-GAAP) | | % | | 14.72 | % | | 18.53 | % | | 15.25 | % | | 10.79 | % |
All values are in US Dollars.
| December 31, 2025 | September 30,<br> 2025 | December 31,<br> 2024 | ||||||
|---|---|---|---|---|---|---|---|---|
| ( in thousands except share and per share data) | ||||||||
| Tangible Common Equity Ratio/Tangible Book Value Per Share | ||||||||
| Shareholders’ equity | $ | 564,724 | $ | 511,836 | ||||
| Less: Intangible assets | 130,361 | 134,058 | ||||||
| Tangible common equity (non-GAAP) | $ | 434,363 | $ | 377,778 | ||||
| Total assets | $ | 4,101,209 | $ | 4,031,654 | ||||
| Less: Intangible assets | 130,361 | 134,058 | ||||||
| Tangible assets (non-GAAP) | $ | 3,970,848 | $ | 3,897,596 | ||||
| Equity to asset ratio | % | 13.77 | % | 12.70 | % | |||
| Tangible common equity to tangible asset ratio (non-GAAP) | % | 10.94 | % | 9.69 | % | |||
| Book value per share | $ | 17.41 | $ | 15.86 | ||||
| Tangible book value per share (non-GAAP) | $ | 13.39 | $ | 11.71 | ||||
| Shares outstanding | 32,443,056 | 32,265,935 |
All values are in US Dollars.
INVESTORRELATIONS CONTACT
Kevin Mc Cabe
California Bank of Commerce, N.A.
kmccabe@bankcbc.com
818.637.7065
| 15 |
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Exhibit99.2
