--- 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" generated_at: "2026-05-31T14:28:15.624726+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # California BanCorp (f/k/a Southern California Bancorp) completes merger with California BanCorp (CBC), names new CEO ## Summary - 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. ## SEC filing metadata - 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 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 2.01, 2.03, 5.02, 5.03, 8.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-24-029764 - JSON: https://secwatch.observer/filing/0001493152-24-029764.json - Plain text: https://secwatch.observer/filing/0001493152-24-029764.txt ## Key facts - Executive change Kevin J. Cullen was appointed as Director at California BanCorp \ CA. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/0001493152-24-029764-index.htm - Executive change Stephen A. Cortese was appointed as Director at California BanCorp \ CA. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/0001493152-24-029764-index.htm - Executive change Rochelle G. Klein was appointed as Director at California BanCorp \ CA. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/0001493152-24-029764-index.htm - Executive change Kaveh Varjavand retired as Director at California BanCorp \ CA. - Action: retired - Role: Director source text: Irwin Golds, Kaveh Varjavand and Anita Wolman (the “Retiring Directors”) retired from the SCB Board effective at the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/0001493152-24-029764-index.htm - Executive change Andrew J. Armanino, Jr. was appointed as Director at California BanCorp \ CA. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/0001493152-24-029764-index.htm - Executive change Irwin Golds retired as Director at California BanCorp \ CA. - Action: retired - Role: Director source text: Irwin Golds, Kaveh Varjavand and Anita Wolman (the “Retiring Directors”) retired from the SCB Board effective at the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/0001493152-24-029764-index.htm - Executive change Frank L. Muller was appointed as Director at California BanCorp \ CA. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/0001493152-24-029764-index.htm - Executive change Steven E. Shelton was appointed as Director at California BanCorp \ CA. - Action: appointed - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/0001493152-24-029764-index.htm - Executive change David I. Rainer changed role as Executive Chairman at California BanCorp \ CA. - Action: became - Role: Executive Chairman source text: David I. Rainer became the Executive Chairman of the Company and Company Bank and stepped down from his position as Chief Executive Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/0001493152-24-029764-index.htm - Executive change Anita Wolman retired as Director at California BanCorp \ CA. - Action: retired - Role: Director source text: Irwin Golds, Kaveh Varjavand and Anita Wolman (the “Retiring Directors”) retired from the SCB Board effective at the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1795815/000149315224029764/0001493152-24-029764-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.