Southern California Bancorp Files 8-K on Material Agreement, Officer Changes

Ticker: BCAL · Form: 8-K · Filed: Jan 30, 2024 · CIK: 1795815

Southern California Bancorp \ Ca 8-K Filing Summary
FieldDetail
CompanySouthern California Bancorp \ Ca (BCAL)
Form Type8-K
Filed DateJan 30, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$9,300,000, $55,000, $8,333.33, $750,000, $1,500
Sentimentmixed

Complexity: simple

Sentiment: mixed

Topics: material-agreement, officer-changes, corporate-governance

TL;DR

**SCBC filed an 8-K hinting at a big deal and leadership changes, watch for details!**

AI Summary

Southern California Bancorp filed an 8-K on January 30, 2024, indicating an entry into a material definitive agreement, changes in directors or officers, and compensatory arrangements. This filing also includes Regulation FD Disclosure and other events. While the specific details of these events are not provided in this summary filing, the mention of a material agreement and changes in leadership suggests potential strategic shifts or significant transactions that could impact the company's future performance and stock value.

Why It Matters

This filing signals potential significant corporate actions, such as a merger, acquisition, or major leadership shake-up, which could alter the company's financial outlook and strategic direction, directly affecting shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates material events without providing specifics, creating uncertainty about their potential positive or negative impact on the company.

Analyst Insight

A smart investor would monitor Southern California Bancorp's subsequent filings and press releases closely for specific details on the material agreement and leadership changes, as these will clarify the strategic implications and potential impact on the stock.

Key Players & Entities

Forward-Looking Statements

FAQ

What is the primary purpose of Southern California Bancorp's 8-K filing on January 30, 2024?

The primary purpose of Southern California Bancorp's 8-K filing on January 30, 2024, is to report an 'Entry into a Material Definitive Agreement,' 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers,' 'Regulation FD Disclosure,' and 'Other Events,' as per the ITEM INFORMATION section.

What is the business address of Southern California Bancorp as stated in the filing?

The business address of Southern California Bancorp is 12265 El Camino Real, Suite 210, San Diego, CA 92310, according to the filing.

What is the Registrant's telephone number?

The Registrant's telephone number, including area code, is (844) 265-7622.

Under which sections of the Securities Exchange Act of 1934 is this report filed?

This report is filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Does this 8-K filing simultaneously satisfy any other filing obligations?

Yes, the 8-K filing simultaneously satisfies the filing obligation of the registrant under Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425), as indicated by the checked box.

Filing Stats: 4,507 words · 18 min read · ~15 pages · Grade level 14.1 · Accepted 2024-01-30 06:05:29

Key Financial Figures

Filing Documents

02

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On January 30, 2024, SCB and SCB Bank entered into an Employment Agreement with David I. Rainer, which will become effective as of and subject to the Effective Time, pursuant to which he will serve as Executive Chairman of SCB and SCB Bank (the "Post-Merger Employment Agreement"). The Post-Merger Employment Agreement provides for a term of employment for four years in the role of Executive Chairman with an initial base salary of $55,000 per month, subject to review and adjustment, but not reduction, at the discretion of SCB's board of directors, and Mr. Rainer's participation in SCB's management incentive plan, with Mr. Rainer's specific acknowledgement that he is subject to SCB's incentive compensation clawback policy. After the initial four years, Mr. Rainer's employment will continue for one additional year as an Executive Director with a base salary of the greater of $8,333.33 per month or the then current fees for SCB and SCB Bank board members, and Mr. Rainer will remain a director of SCB and SCB Bank. Upon the Post-Merger Employment Agreement becoming effective, Mr. Rainer will be granted a restricted share unit award equivalent to $750,000 of SCB common stock, subject to vesting ratably over five years. Mr. Rainer will participate in SCB Bank's vacation and time off policy and will be eligible to participate in all group medical and life insurance benefits in accordance with SCB Bank's employee benefits policy. An automobile allowance of $1,500 will be provided to Mr. Rainer, and he will also be entitled to SCB Bank's general benefit plans. The Post-Merger Employment Agreement provides that Mr. Rainer will be entitled to certain severance benefits in the event of certain terminations of his employment or his resignation for "good reason" as defined in the Post-Merger Employment Agreement. Generally, if Mr. Rainer is terminated without cause or

01

Item 7.01 Regulation FD Disclosure On January 30, 2024, SCB and CBC issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference. In addition, SCB and CBC have prepared an investor presentation regarding the transactions contemplated by the Merger Agreement, which it expects to use in connection with presentations to analysts and investors. The presentation is attached to this report as Exhibit 99.2 and is incorporated herein by reference. The information in this Item 7.01 and Exhibits 99.1 and 99.2 are furnished and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor will it be deemed incorporated by reference in any filing under the Securities Act, except as may be expressly set forth by specific reference in such document or filing.

01

Item 8.01 Other Events On January 30, 2024, SCB and SCB Bank entered into an Employment Agreement with Steven Shelton, which will become effective as of and subject to the Effective Time, pursuant to which he will serve as Chief Executive Officer of SCB and SCB Bank (the "Shelton Employment Agreement"). The Shelton Employment Agreement provides for a term of employment for four years and automatically renews for a single one-year term absent notice of termination given by either Mr. Shelton or SCB or SCB Bank, base salary of $50,833.33 per month, subject to review and adjustment, but not reduction, at the discretion of SCB's board of directors, and Mr. Shelton's participation in SCB's management incentive plan, with Mr. Shelton's specific acknowledgement that he is subject to SCB's incentive compensation clawback policy. Upon the Shelton Employment Agreement becoming effective, Mr. Shelton will be granted a restricted share unit award equivalent to $500,000 of SCB common stock, subject to vesting ratably over four years. Mr. Shelton's supplemental executive retirement plan that he currently enjoys will be assumed by SCB and SCB Bank, but his maximum "Targeted Benefit Amount" (as defined is such current agreement) will be increased to 30%, and if he is terminated without "cause" (as defined in such current agreement) he will become immediately and fully vested. Mr. Shelton will participate in SCB Bank's vacation and time off policy and will be eligible to participate in all group medical and life insurance benefits in accordance with SCB Bank's employee benefits policy. An automobile allowance of $1,500 will be provided to Mr. Shelton, and he will also be entitled to SCB Bank's general benefit plans. The Shelton Employment Agreement provides that Mr. Shelton will be entitled to certain severance benefits in the event of certain terminations of his employment or his resignation for "good reason" as defined in the Shelton Employment Agreement. Generally, if Mr. Shel

Financial Statements and Exhibits

Financial Statements and Exhibits Exhibit No. Description 2.1* Agreement and Plan of Merger and Reorganization, dated as of January 30, 2024 by and between Southern California Bancorp and California BanCorp 10.1 Employment Agreement by and among David Rainer, Southern California Bancorp and Bank of Southern California, N.A. dated as of January 30, 2024 10.2 Employment Agreement by and among Steven Shelton, Southern California Bancorp and Bank of Southern California, N.A. dated as of January 30, 2024 10.3 Termination and Waiver Agreement by and among Thomas A. Sa, Southern California Bancorp and Bank of Southern California, N.A. dated as of January 30, 2024 99.1 Joint Press Release, dated January 30, 2024 99.2 Investor Presentation, dated January 30, 2024 104 Cover Page Interactive Data File * Certain schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC. SCB agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request. SIGNATURE 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. Date: January 30, 2024 SOUTHERN CALIFORNIA BANCORP By: /s/ David I. Rainer David I. Rainer Chief Executive Officer

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