{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-24-029764","form_type":"8-K","ticker":"BCAL","cik":"0001795815","company_name":"California BanCorp \\ CA","filed_at":"2024-07-31T23:59:59+00:00","discovered_at":"2026-05-14T18:03:14.548344+00:00","generated_at":"2026-05-31T14:28:15.624726+00:00","sec_items":["2.01","2.03","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"California BanCorp (f/k/a Southern California Bancorp) completes merger with California BanCorp (CBC), names new CEO","bullets":["CBC stockholders received 1.590 shares of BCAL common stock per CBC share; total ~13.6M shares issued.","Combined holding company renamed California BanCorp; combined bank renamed California Bank of Commerce, N.A.","Assumed $55M in subordinated notes ($20M 2030 Notes at 5.00% fixed then SOFR+0.488%, $35M 2031 Notes at 3.50% fixed then SOFR+0.286%).","Steven Shelton (former CBC CEO) appointed CEO; David Rainer becomes Executive Chairman; six CBC directors join board.","Three SCB directors retired; Thomas Dolan continues as CFO, stepped down as COO; Thomas Sa (former CBC CFO) becomes COO."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-24-029764","json":"https://secwatch.observer/filing/0001493152-24-029764.json","markdown":"https://secwatch.observer/filing/0001493152-24-029764.md","text":"https://secwatch.observer/filing/0001493152-24-029764.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/0001493152-24-029764-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-31T14:28:15.624726+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"52d4438055","claim":"Kevin J. Cullen was appointed as Director at California BanCorp \\ CA.","evidence_excerpt":"the following six (6) former directors of CBC were appointed to serve as directors on the Company’s board of directors (the “Board”), effective as of the Effective Time: Steven E. Shelton, Stephen A. Cortese, Andrew J. Armanino, Jr., Kevin J. Cullen, Rochelle G. Klein and Frank L. Muller (the “New Directors”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/0001493152-24-029764-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}]},{"claim_id":"5ec2808815","claim":"Stephen A. Cortese was appointed as Director at California BanCorp \\ CA.","evidence_excerpt":"the following six (6) former directors of CBC were appointed to serve as directors on the Company’s board of directors (the “Board”), effective as of the Effective Time: Steven E. Shelton, Stephen A. Cortese, Andrew J. Armanino, Jr., Kevin J. Cullen, Rochelle G. Klein and Frank L. Muller (the “New Directors”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/0001493152-24-029764-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}]},{"claim_id":"7e82983ab5","claim":"Rochelle G. Klein was appointed as Director at California BanCorp \\ CA.","evidence_excerpt":"the following six (6) former directors of CBC were appointed to serve as directors on the Company’s board of directors (the “Board”), effective as of the Effective Time: Steven E. Shelton, Stephen A. Cortese, Andrew J. Armanino, Jr., Kevin J. Cullen, Rochelle G. Klein and Frank L. Muller (the “New Directors”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/0001493152-24-029764-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}]},{"claim_id":"7f464a534e","claim":"Kaveh Varjavand retired as Director at California BanCorp \\ CA.","evidence_excerpt":"Irwin Golds, Kaveh Varjavand and Anita Wolman (the “Retiring Directors”) retired from the SCB Board effective at the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/0001493152-24-029764-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"retired"},{"label":"Role","value":"Director"}]},{"claim_id":"a4a0e84d79","claim":"Andrew J. Armanino, Jr. was appointed as Director at California BanCorp \\ CA.","evidence_excerpt":"the following six (6) former directors of CBC were appointed to serve as directors on the Company’s board of directors (the “Board”), effective as of the Effective Time: Steven E. Shelton, Stephen A. Cortese, Andrew J. Armanino, Jr., Kevin J. Cullen, Rochelle G. Klein and Frank L. Muller (the “New Directors”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/0001493152-24-029764-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}]},{"claim_id":"a8b8a0f705","claim":"Irwin Golds retired as Director at California BanCorp \\ CA.","evidence_excerpt":"Irwin Golds, Kaveh Varjavand and Anita Wolman (the “Retiring Directors”) retired from the SCB Board effective at the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/0001493152-24-029764-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"retired"},{"label":"Role","value":"Director"}]},{"claim_id":"b3454452b5","claim":"Frank L. Muller was appointed as Director at California BanCorp \\ CA.","evidence_excerpt":"the following six (6) former directors of CBC were appointed to serve as directors on the Company’s board of directors (the “Board”), effective as of the Effective Time: Steven E. Shelton, Stephen A. Cortese, Andrew J. Armanino, Jr., Kevin J. Cullen, Rochelle G. Klein and Frank L. Muller (the “New Directors”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/0001493152-24-029764-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}]},{"claim_id":"b5239967aa","claim":"Steven E. Shelton was appointed as Director at California BanCorp \\ CA.","evidence_excerpt":"the following six (6) former directors of CBC were appointed to serve as directors on the Company’s board of directors (the “Board”), effective as of the Effective Time: Steven E. Shelton, Stephen A. Cortese, Andrew J. Armanino, Jr., Kevin J. Cullen, Rochelle G. Klein and Frank L. Muller (the “New Directors”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/0001493152-24-029764-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}]},{"claim_id":"df0379ee03","claim":"David I. Rainer changed role as Executive Chairman at California BanCorp \\ CA.","evidence_excerpt":"David I. Rainer became the Executive Chairman of the Company and Company Bank and stepped down from his position as Chief Executive Officer.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/0001493152-24-029764-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"Executive Chairman"}]},{"claim_id":"fe1e72f531","claim":"Anita Wolman retired as Director at California BanCorp \\ CA.","evidence_excerpt":"Irwin Golds, Kaveh Varjavand and Anita Wolman (the “Retiring Directors”) retired from the SCB Board effective at the Effective Time.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/0001493152-24-029764-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"retired"},{"label":"Role","value":"Director"}]}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}