Business Context and Reporting Period
Company: Baycom Corp (BCML), a California corporation with principal executive offices in Walnut Creek, CA.
Filing Type: Form 8-K (Current Report).
Reporting Date: July 21, 2026.
Event: Adoption of a 2026 Performance Stock Unit (PSU) Program and approval of initial awards for senior executive officers of the Company and its wholly owned subsidiary, United Business Bank.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation arrangements.
Material Changes
Compensation Program Adoption: The Board of Directors adopted the 2026 PSU Program under the BayCom Corp 2024 Omnibus Incentive Plan.
- Structure: PSUs represent the right to receive one-half share of common stock and a cash payment equal to the Fair Market Value of one-half share upon settlement.
- Vesting Condition: PSUs become "Banked PSUs" only if the volume-weighted average price per share equals or exceeds a specified threshold for 20 consecutive trading days (Market Vesting Condition).
- Settlement: Banked PSUs settle 50% in stock and 50% in cash promptly following the third anniversary of the grant date.
- Dividends: Participants receive dividend equivalent units on Banked PSUs, settled on the same 50/50 basis.
Guidance, Outlook, and Risks
Management Commentary: The filing details the mechanics of the new incentive program but provides no forward-looking financial guidance or strategic outlook.
Termination Provisions:
- Death/Disability: Full settlement of Banked PSUs within 60 days.
- Involuntary Termination/Good Reason: If the Market Vesting Condition is met, full settlement within 60 days. If not met, a pro-rata portion of unearned PSUs is retained subject to the vesting condition.
- Other Terminations: Immediate forfeiture of all PSUs.
Change in Control: Outstanding awards are governed by Article 12 of the 2024 Omnibus Incentive Plan. If no qualifying replacement award is provided, settlement occurs on the effective date (50% stock, 50% cash).
Investor Verification Checklist
- Review Exhibit 10.1 (Form of Performance Stock Unit Award Agreement) for specific grant amounts and threshold prices.
- Verify the specific Market Vesting Condition threshold price required to bank the PSUs.
- Confirm the list of executive officers receiving initial awards under this program.
- Monitor the stock price performance relative to the specified threshold over the 20-day consecutive trading period.