---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-24-004219"
form_type: "8-K"
ticker: "BCAL"
cik: "0001795815"
company_name: "California BanCorp \\ CA"
filed_at: "2024-01-30T23:59:59+00:00"
generated_at: "2026-06-06T15:08:15.300641+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# SCB and CBC announce all-stock merger of equals valued at ~$233.6M

## Summary
- Each CALB share to be exchanged for 1.590 SCB shares; deal value ~$26.54/share based on Jan 29 close.
- Combined bank to have ~$4.6B in assets; expected to close Q3 2024, subject to shareholder and regulatory approvals.
- David Rainer (SCB CEO) becomes Executive Chairman; Steven Shelton (CBC CEO) becomes CEO of combined company.
- Board set at 12 members, 6 from each company; termination fee of $9.3M under certain conditions.
- Employment agreements: Rainer ($55k/mo + $750k RSU), Shelton ($50.8k/mo + $500k RSU), Sa ($35.4k/mo + $300k RSU).

## SEC filing metadata
- accession: 0001493152-24-004219
- form_type: 8-K
- ticker: BCAL
- cik: 0001795815
- company_name: California BanCorp \ CA
- filed_at: 2024-01-30T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 5.02, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1795815/000149315224004219/0001493152-24-004219-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1795815/000149315224004219/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-004219
- JSON: https://secwatch.observer/filing/0001493152-24-004219.json
- Plain text: https://secwatch.observer/filing/0001493152-24-004219.txt

## Key facts
- Executive change
  David I. Rainer was appointed as Executive Chairman at California BanCorp \ CA.
  - Action: appointed
  - Role: Executive Chairman
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1795815/000149315224004219/0001493152-24-004219-index.htm
- Material Agreements
  California BanCorp \ CA entered into Agreement and Plan of Merger and Reorganization with California BanCorp valued at Each outstanding share of CBC common stock will be converted into the right to receive 1.590 shares (effective 2024-01-30).
  - Action: entry
  - Agreement: merger
  - Counterparty: California BanCorp
  - Value: Each outstanding share of CBC common stock will be converted into the right to receive 1.590 shares
  - Effective: 2024-01-30
  source text: On January 30, 2024, Southern California Bancorp, (“SCB”) (Nasdaq: BCAL), parent company of Bank of Southern California, N.A. (“SCB Bank”), and California BanCorp, (“CBC”) (Nasdaq: CALB), parent company of California Bank of Commerce (“CBC Bank”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) pursuant to which CBC will merge with and into SCB (the “Merger”) with SCB surviving, followed immediately thereafter by the merger of CBC Bank with and into SCB Bank, with SCB Bank surviving (the “Bank Merger”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1795815/000149315224004219/0001493152-24-004219-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.