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): September 20, 2024
CALIFORNIA
BANCORP
(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> No.) |
| 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 5.02. | Departure of Directors or Certain Officers; Electionof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On September 20, 2024, Thomas A. Sa resigned as Chief Operating Officer of California BanCorp (the “Company”) and its wholly-owned subsidiary, California Bank of Commerce, N.A.(the “Bank”) Mr. Sa’s departure was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Michele M. Wirfel, the Chief Administrative Officer of the Company, was appointed to the Chief Operating Officer position of the Company and the Bank on September 20, 2024 following Mr. Sa’s resignation. Ms. Wirfel, age 56, served as Chief Administrative Officer of the Company since July 31, 2024 following the Company’s merger with the predecessor California BanCorp. Prior to that role, Ms. Wirfel held the role of Senior Executive Vice President and Chief Banking Officer of the predecessor California BanCorp since May 2018 and has served the predecessor California Bank of Commerce since its inception in 2007, holding various management positions.
There are no arrangements or understandings between Ms. Wirfel and any other persons pursuant to which she was selected as Chief Operating Officer of the Company. There are also no family relationships between Ms. Wirfel and any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01. | Regulation FD Disclosure. |
|---|
On September 26, 2024, the Company issued a press release announcing the appointment of Michele Wirfel, as described above under Item 5.02 of this Current Report on Form 8-K. A copy of this press release is furnished as Exhibit 99.1 hereto. The information furnished pursuant to Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be filed for purposes of the Securities Exchange Act of 1934 , as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated September 26, 2024 |
| 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> September 26, 2024 | By: | /s/ Steven E. Shelton |
| Steven<br> E. Shelton | ||
| Chief<br> Executive Officer |
Exhibit99.1
CaliforniaBank of Commerce Names Michele Wirfel Chief Operating Officer
San Diego, Calif., September 26, 2024 – California Bank of Commerce, N.A. (the “Bank”), the wholly owned subsidiary of California BanCorp (the “Company”) (Nasdaq: BCAL), announces the promotion of Michele Wirfel to Executive Vice President, Chief Operating Officer of the Company and Bank as of September 20, 2024. Wirfel succeeds Thomas Sa who has stepped down to pursue opportunities outside the organization. Wirfel will report to Chief Executive Officer Steven Shelton and serve out of the Bank’s Walnut Creek office.
“I am pleased to announce the appointment of Michele Wirfel to Chief Operating Officer,” said Steven Shelton, Chief Executive Officer of California Bank of Commerce and California BanCorp. “She brings more than 30 years of banking experience to this position, and I have had the pleasure of working with her over many of those years, during which she has demonstrated her dedication, hard work, and leadership ability. She brings a wealth of banking experience to this position, and we are delighted to have her serve as our Chief Operating Officer. I also want to take this opportunity to thank Thomas Sa for the role he played in our recent merger and subsequent integration. We wish him well in his future endeavors.”
Wirfel served as Chief Banking Officer at California Bank of Commerce for six years prior to its merger with Bank of Southern California on July 31, 2024. She served in various other roles with the predecessor California Bank of Commerce since its inception in 2007, holding various management positions. Prior to 2007, Wirfel served four years as a Senior Vice President of Scott Valley Bank and 12 years in various management roles with Civicbank of Commerce, including Senior Vice President and Regional Manager.
Wirfel earned a Bachelor of Science in Business Administration and Finance from California State University, Chico.
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 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.bankcbc.com.
INVESTORRELATIONS CONTACT
Kevin Mc Cabe
California Bank of Commerce, N.A.
kmccabe@bankcbc.com
818.637.7065