UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

OR

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 001-43397

PRIVATE BANCORP OF AMERICA, INC.

(Exact Name of Registrant as Specified in its Charter)

California

80-0769276

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

9404 Genesee Ave., Suite 100La Jolla, California

92037

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (858)-875-6900

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, no par value per share

PBAM

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 31, 2026, the registrant had 5,729,788 shares of common stock, no par value per share, outstanding.


Table of Contents

Page

PART I.

FINANCIAL INFORMATION

1

Item 1.

Financial Statements

1

Consolidated Balance Sheets (Unaudited)

1

Consolidated Statements of Income (Unaudited)

2

Consolidated Statements of Comprehensive Income (Unaudited)

3

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

5

Consolidated Statements of Cash Flows (Unaudited)

6

Notes to Unaudited Condensed Consolidated Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

31

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

62

Item 4.

Controls and Procedures

63

PART II.

OTHER INFORMATION

64

Item 1.

Legal Proceedings

64

Item 1A.

Risk Factors

64

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

64

Item 3.

Defaults Upon Senior Securities

64

Item 4.

Mine Safety Disclosures

64

Item 5.

Other Information

64

Item 6.

Exhibits

65

Signatures

66


PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

PRIVATE BANCORP OF AMERICA, INC., AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share data)

June 30,
2026

December 31,
2025

ASSETS

Cash and due from banks

$

32,211

$

11,148

Interest-bearing deposits in other financial institutions

22,275

13,523

Interest-bearing deposits at Federal Reserve Bank

245,869

130,344

Cash and Cash Equivalents

300,355

155,015

Interest-bearing time deposits with other financial institutions

4,344

4,355

Debt securities available for sale (amortized cost of $245,967 and $224,794, net of
allowance for credit losses of $
0 and $0)

237,074

217,837

Loans held for sale

—

2,330

Loans held for investment

2,132,724

2,126,147

Allowance for loan losses

(30,462

)

(29,323

)

Loans held for investment, net

2,102,262

2,096,824

Federal Home Loan Bank stock, at cost

11,251

10,652

Premises and equipment, net

2,525

2,783

Other real estate owned (“OREO”)

13,637

8,568

Deferred tax asset, net

11,931

10,508

Servicing assets, net

1,717

1,913

Accrued interest receivable

8,248

8,284

Other assets

14,958

15,988

Total Assets

$

2,708,302

$

2,535,057

LIABILITIES AND SHAREHOLDERS’ EQUITY

Liabilities

Deposits:

Noninterest-bearing deposits

$

663,200

$

606,105

Interest-bearing deposits

1,718,037

1,617,776

Total Deposits

2,381,237

2,223,881

Borrowings

25,979

28,976

Accrued interest payable and other liabilities

15,570

18,236

Total Liabilities

2,422,786

2,271,093

Commitments and Contingencies (Note 8)

Shareholders’ Equity

Common stock, no par value, 20,000,000 shares authorized; 5,725,696 and 5,728,187
shares issued and outstanding for June 30, 2026 and December 31, 2025,
respectively

78,214

76,972

Additional paid-in-capital

4,264

4,389

Retained earnings

209,263

187,473

Accumulated other comprehensive income (loss)

(6,225

)

(4,870

)

Total Shareholders’ Equity

285,516

263,964

Total Liabilities and Shareholders’ Equity

$

2,708,302

$

2,535,057

Accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1


PRIVATE BANCORP OF AMERICA, INC., AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except per share data)

2026

2025

2026

2025

Interest and Dividend Income

Interest and fees on loans

$

39,038

$

38,004

$

77,005

$

74,569

Interest-bearing deposits at the Federal Reserve Bank

1,823

2,026

3,477

4,076

Interest on investment securities

2,255

1,593

4,376

2,887

Dividends on Federal Home Loan Bank stock

129

207

669

418

Interest on deposits with other financial institutions

130

158

261

306

Total Interest and Dividend Income

43,375

41,988

85,788

82,256

Interest Expense

Deposits

9,413

11,376

18,773

23,275

Borrowings

417

499

861

1,136

Total Interest Expense

9,830

11,875

19,634

24,411

Net Interest Income

33,545

30,113

66,154

57,845

Provision (reversal) for credit losses

(204

)

1,293

1,815

1,592

Net Interest Income After Provision (Reversal) for Credit Losses

33,749

28,820

64,339

56,253

Noninterest Income

Service charges on deposit accounts

533

591

1,077

1,148

Gain on sale of Small Business Administration (“SBA”) loans

4

523

911

992

Servicing income, net

116

168

270

305

Other fees and miscellaneous income

348

448

678

898

Total Noninterest Income

1,001

1,730

2,936

3,343

Noninterest Expense

Compensation and employee benefits

11,142

10,319

21,953

20,067

Occupancy and equipment

876

840

1,734

1,684

Data processing

1,491

1,396

2,860

2,722

Professional services

1,061

939

1,671

1,447

Director compensation and expenses

352

221

630

511

Regulatory assessments

348

338

742

706

Administrative and other expense

1,593

1,636

2,953

2,607

Total Noninterest Expense

16,863

15,689

32,543

29,744

Income Before Provision for Income Taxes

17,887

14,861

34,732

29,852

Provision for Income Taxes

4,769

4,412

9,587

8,841

Net Income

$

13,118

$

10,449

$

25,145

$

21,011

Net income per common share information

Basic Earnings Per Share

$

2.29

$

1.80

$

4.39

$

3.63

Diluted Earnings Per Share

2.27

1.77

4.34

3.57

Accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2


PRIVATE BANCORP OF AMERICA, INC., AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

2026

2025

2026

2025

Net income

$

13,118

$

10,449

$

25,145

$

21,011

OTHER COMPREHENSIVE INCOME (LOSS):

Unrealized gains (losses) on securities available-for-sale:

Change in unrealized gains (losses)

(950

)

1,112

(1,936

)

3,101

(950

)

1,112

(1,936

)

3,101

Related income tax effect:

Change in unrealized (gains) losses

285

(334

)

581

(930

)

285

(334

)

581

(930

)

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)

(665

)

778

(1,355

)

2,171

TOTAL COMPREHENSIVE INCOME

$

12,453

$

11,227

$

23,790

$

23,182

Accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3


PRIVATE BANCORP OF AMERICA, INC., AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the three months ended June 30, 2026 and 2025

(Unaudited)

Accumulated

Common Stock

Other

Total

Shares

Additional

Retained

Comprehensive

Shareholders’

(in thousands, except share data)

Outstanding

Amount

Paid-In-Capital

Earnings

Income (Loss)

Equity

Balance, April 1, 2025

5,801,129

$

76,156

$

3,712

$

162,462

$

(7,095

)

$

235,235

Net income

—

—

—

10,449

—

10,449

Share-based compensation

—

—

548

—

—

548

Exercise of stock options, net settled

5,000

75

—

—

—

75

Issuance of restricted shares

1,875

—

—

—

—

—

Vesting of restricted shares

—

167

(167

)

—

—

—

Vesting of restricted stock units

—

—

—

—

—

—

Forfeitures of restricted stock

(1,525

)

—

—

—

—

—

Repurchase of restricted stock for taxes

(2,770

)

—

(84

)

(62

)

—

(146

)

Repurchase of restricted stock units
for taxes

—

—

—

—

—

—

Issuance of common shares to non-employee directors

—

—

—

—

—

—

Other comprehensive income (loss)

—

—

—

—

778

778

Balance, June 30, 2025

5,803,709

$

76,398

$

4,009

$

172,849

$

(6,317

)

$

246,939

Balance, April 1, 2026

5,715,049

78,053

3,992

196,247

(5,560

)

$

272,732

Net income

—

—

—

13,118

—

13,118

Share-based compensation

—

—

512

—

—

512

Common stock repurchased

—

—

—

—

—

—

Exercise of stock options, net settled

—

—

—

—

—

—

Issuance of restricted shares

12,900

—

—

—

—

—

Vesting of restricted shares

—

161

(161

)

—

—

—

Vesting of restricted stock units

—

—

—

—

—

—

Forfeitures of restricted stock

—

—

—

—

—

—

Repurchase of restricted stock for taxes

(2,253

)

—

(79

)

(102

)

—

(181

)

Repurchase of restricted stock units
for taxes

—

—

—

—

—

—

Issuance of common shares to non-employee directors

—

—

—

—

—

—

Other comprehensive income (loss)

—

—

—

—

(665

)

(665

)

Balance, June 30, 2026

5,725,696

$

78,214

$

4,264

$

209,263

$

(6,225

)

$

285,516

Accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4


PRIVATE BANCORP OF AMERICA, INC., AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the six months ended June 30, 2026 and 2025

(Unaudited)

Accumulated

Common Stock

Other

Total

Shares

Additional

Retained

Comprehensive

Shareholders’

(in thousands, except share data)

Outstanding

Amount

Paid-In-Capital

Earnings

Income (Loss)

Equity

Balance, January 1, 2025

5,766,810

75,377

4,393

152,252

(8,488

)

$

223,534

Net income

—

—

—

21,011

—

21,011

Share-based compensation

—

—

1,040

—

—

1,040

Exercise of stock options, net settled

5,000

75

—

—

—

75

Issuance of restricted shares

15,550

—

—

—

—

—

Vesting of restricted shares

—

251

(251

)

—

—

—

Vesting of restricted stock units

22,077

695

(695

)

—

—

—

Forfeitures of restricted stock

(1,525

)

—

—

—

—

—

Repurchase of restricted stock for taxes

(4,203

)

—

(127

)

(414

)

—

(541

)

Repurchase of restricted stock units
for taxes

—

—

(351

)

—

—

(351

)

Other comprehensive income (loss)

—

—

—

—

2,171

2,171

Balance, June 30, 2025

5,803,709

$

76,398

$

4,009

$

172,849

$

(6,317

)

$

246,939

Balance, January 1, 2026

5,728,187

76,972

4,389

187,473

(4,870

)

$

263,964

Net income

—

—

—

25,145

—

25,145

Share-based compensation

—

—

1,042

—

—

1,042

Common stock repurchased

(44,214

)

—

—

(3,000

)

—

(3,000

)

Exercise of stock options, net settled

22,174

478

(25

)

—

—

453

Issuance of restricted shares

12,900

—

—

—

—

—

Vesting of restricted shares

—

365

(365

)

—

—

—

Vesting of restricted stock units

12,141

399

(399

)

—

—

—

Forfeitures of restricted stock

(883

)

—

—

—

—

—

Repurchase of restricted stock for taxes

(4,609

)

—

(169

)

(355

)

—

(524

)

Repurchase of restricted stock units
for taxes

—

—

(209

)

—

—

(209

)

Other comprehensive income (loss)

—

—

—

—

(1,355

)

(1,355

)

Balance, June 30, 2026

5,725,696

$

78,214

$

4,264

$

209,263

$

(6,225

)

$

285,516

Accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5


PRIVATE BANCORP OF AMERICA, INC., AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended June 30,

(in thousands)

2026

2025

Cash Flows From Operating Activities

Net income

$

25,145

$

21,011

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization of premises and equipment

470

628

Provision (reversal) for credit losses

1,815

1,592

Net premium amortization on investment securities

(60

)

(40

)

Gain on sale of SBA loans

(911

)

(992

)

Proceeds from sale of SBA loans

21,565

19,652

Loans originated for sale

(18,682

)

(24,815

)

Amortization of servicing assets

554

461

Noncash interest on loans transferred to OREO

(497

)

(617

)

Amortization of deferred loan fees, costs, premiums and discounts

(1,852

)

(1,253

)

Amortization of debt issuance costs

4

4

Amortization of low-income housing tax credit investments

244

197

Share-based compensation expense

1,042

1,040

Change in accrued interest receivable and other assets

1,548

652

Change in accrued interest payable and other liabilities

(3,836

)

(4,642

)

Net Cash Provided by Operating Activities

26,549

12,878

Cash Flows From Investing Activities

Change in time deposits with other banks

11

(81

)

Purchases of securities

(52,286

)

(63,545

)

Maturities and principal paydowns of securities

30,913

22,364

Purchase of Federal Home Loan Bank stock

(599

)

(1,066

)

Net (increase) decrease in loans

(10,112

)

(3,906

)

Purchases of property and equipment

(212

)

(506

)

Net Cash Used in Investing Activities

(32,285

)

(46,740

)

Cash Flows From Financing Activities

Net increase in deposits

157,356

28,420

Net increase in (repayment of) borrowings

(3,000

)

(17,000

)

Share repurchases

(3,000

)

—

Repurchase of restricted shares for taxes

(733

)

(892

)

Proceeds from exercise of stock options

453

75

Net Cash Provided by Financing Activities

151,076

10,603

Net (Decrease) Increase in Cash and Cash Equivalents

145,340

(23,259

)

Cash and Cash Equivalents, Beginning of Period

155,015

163,878

Cash and Cash Equivalents, End of Period

$

300,355

$

140,619

Supplemental Cash Flow Information

Interest paid

$

19,852

$

25,282

Taxes paid

$

11,404

$

10,919

Loans transferred to OREO

$

4,572

$

7,951

Lease liabilities arising from obtaining right-of-use assets

$

1,307

$

1,291

Accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6


PRIVATE BANCORP OF AMERICA, INC., AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation and Summary of Significant Accounting Policies

Organization and Nature of Operations

The accompanying unaudited condensed consolidated financial statements include the accounts of Private Bancorp of America, Inc. and its wholly-owned subsidiary CalPrivate Bank (the “Bank”), collectively referred to herein as the “Company.” All significant intercompany balances and transactions have been eliminated in consolidation. Private Bancorp of America, Inc. was formed in August 2015 as a bank holding company.

The Bank is a commercial bank chartered by the State of California. Deposits held at the Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to applicable statutory limits. The Bank provides comprehensive banking services, including deposit accounts, treasury management services, and lending solutions tailored primarily to high-net-worth individuals, real estate entrepreneurs, professionals, closely-held businesses, and for-profit and nonprofit businesses. Lending activities include commercial real estate loans, commercial and industrial loans, and government-guaranteed lending programs.

The Company is headquartered in La Jolla, California, with additional branches located in downtown San Diego, Coronado, Newport Beach, Beverly Hills, El Segundo, and Montecito, California. The Company also maintains administrative locations in Brea, Temecula, Mission Valley, and Redlands, California. The Bank also provides digital banking services to enhance client accessibility and efficiency.

At June 30, 2026, the Company’s common stock was quoted on the OTC Markets Group OTCQX marketplace under the symbol “PBAM.” Effective July 30, 2026, the Company’s common stock was no longer quoted on the OTCQX marketplace and began trading on the Nasdaq Global Select Market (“NASDAQ”) under the same symbol. The Company is considered a public business entity for financial reporting purposes.

Basis of Presentation

The accounting and reporting policies of the Company are in accordance with the accounting principles generally accepted in the United States of America and conform to practices within the banking industry. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position, results of operations, comprehensive income, changes in shareholders’ equity and cash flows for the periods presented.

Reclassifications

Some items in the prior year financial statements were reclassified to conform to the current presentation. Reclassification had no effect on prior year net income or shareholders’ equity.

Use of Estimates

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the balance sheets, and the reported amounts of revenues and expenses during the reporting periods covered. Actual results could differ from those estimates. Estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses, the fair value of servicing assets, and the valuation of deferred tax assets and liabilities.

Other Real Estate Owned

Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. Loan balances in excess of the fair value less costs to sell of the real estate acquired at the date of acquisition are charged-off against the allowance for loan losses. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. If fair value less costs to sell declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating costs after acquisition are expensed.

7


OREO totaled $13.6 million at June 30, 2026 and $8.6 million at December 31, 2025. During the six months ended June 30, 2026 and 2025, the Company recorded additions to OREO of $5.1 million and $8.6 million, respectively. The Company recorded OREO expenses of $0.2 million and $0.1 million, respectively, during those periods. There were no valuation allowances or write-downs of OREO during the six months ended June 30, 2026 or 2025.

Significant Accounting Policies

The Company’s significant accounting policies are included in Note 1, Summary of Significant Accounting Policies to the audited consolidated financial statements for the fiscal year ended December 31, 2025, included in the Company’s Registration Statement on Form 10, initially filed with the Securities and Exchange Commission on July 13, 2026, as amended, and declared effective on July 29, 2026.

Operating Segments

The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer. While the Company’s CODM monitors multiple of the Company’s revenue sources, operations are managed, and financial performance is evaluated, on a Company-wide basis. Discrete operating results are not reviewed to make resource allocation or performance decisions. Accordingly, all of the Company’s operations are considered to be one operating segment. The Company’s single reportable segment consists of the consolidated operations of Private Bancorp of America, Inc. and its wholly owned subsidiary, CalPrivate Bank. The Bank provides deposit accounts, treasury management services, commercial real estate loans, commercial and industrial loans, SBA lending, and other banking services. The Company does not manage its operations through multiple operating segments, and discrete operating results are not reviewed by the CODM by product, service line, branch, or business line for purposes of assessing segment performance or allocating resources.

The CODM assesses performance and allocates resources on a consolidated basis using consolidated net income. The significant expense categories regularly provided to the CODM and included in consolidated net income are the same categories presented in the Consolidated Statements of Income. Because the Company has one reportable segment, the segment revenues, significant segment expense categories, reported measure of segment profit or loss, and total assets are the same as the corresponding consolidated amounts presented in the consolidated financial statements.

The following table presents the Company’s segment revenues, significant segment expense categories, other segment items, reported measure of segment profit or loss, and total assets for its single reportable segment:

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Segment Revenues:

Interest and Dividend Income

$

43,375

$

41,988

$

85,788

$

82,256

Noninterest Income

1,001

1,730

2,936

3,343

Total Segment Revenues

44,376

43,718

88,724

85,599

Segment Expenses:

Interest expense on deposits

9,413

11,376

18,773

23,275

Interest expense on borrowings

417

499

861

1,136

Provision (reversal) for credit losses

(204

)

1,293

1,815

1,592

Compensation and employee benefits

11,142

10,319

21,953

20,067

Occupancy and equipment

876

840

1,734

1,684

Data processing

1,491

1,396

2,860

2,722

Professional services

1,061

939

1,671

1,447

Director compensation and expenses

352

221

630

511

Regulatory assessments

348

338

742

706

Administrative and other expense

1,593

1,636

2,953

2,607

Provision for income taxes

4,769

4,412

9,587

8,841

Total Segment Expenses

31,258

33,269

63,579

64,588

Segment Net Income

$

13,118

$

10,449

$

25,145

$

21,011

8


June 30,
2026

December 31,
2025

Segment Assets

$

2,708,302

$

2,535,057

Recent Accounting Guidance Not Yet Effective

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires additional disclosure of the nature of expenses included in the income statement. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses. The new standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively, with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements, as well as the planned date of adoption.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends the cost capitalization guidance by removing references to software development project stages to better align with current development methods. The new standard requires software cost capitalization to begin when management has authorized and committed to funding the software project and it is probable that the software will be completed and used to perform its intended function. The standard is effective for annual reporting periods beginning after December 15, 2027, including interim reporting periods within those annual reporting periods. The requirements may be applied on a prospective, modified, or retrospective transition basis, and early adoption is permitted. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements, as well as the planned date of adoption.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the applicability of interim reporting guidance and improves the organization of interim disclosure requirements. The new standard requires entities that provide interim financial statements in accordance with GAAP to disclose material events and changes since the end of the most recent annual reporting period and consolidates certain interim disclosure requirements within Topic 270. The new standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements may be applied prospectively or retrospectively, and early adoption is permitted. The Company is currently evaluating the potential impact of this standard on its interim consolidated financial statements, as well as the planned date of adoption.

Note 2 – DEBT SECURITIES

The following table summarizes the amortized cost and fair value of securities available for sale at June 30, 2026 and December 31, 2025, and the corresponding amounts of gross unrealizedgains and losses (in thousands):

Gross

Gross

Amortized

Unrealized

Unrealized

June 30, 2026

Cost

Gains

Losses

Fair Value

Securities Available for Sale:

U.S. Agency securities

$

2,493

$

—

$

(24

)

$

2,469

Municipal securities

2,374

—

(57

)

2,317

SBA Loan Pool securities

5,223

—

(163

)

5,060

Mortgage-backed securities

234,127

620

(9,162

)

225,585

Corporate debt securities

1,750

—

(107

)

1,643

Total

$

245,967

$

620

$

(9,513

)

$

237,074

December 31, 2025

Securities Available for Sale:

U.S. Agency securities

$

6,500

$

14

$

—

$

6,514

Municipal securities

2,308

—

(5

)

2,303

SBA Loan Pool securities

2,941

—

(127

)

2,814

Mortgage-backed securities

211,295

1,077

(7,779

)

204,593

Corporate debt securities

1,750

—

(137

)

1,613

Total

$

224,794

$

1,091

$

(8,048

)

$

217,837

9


At June 30, 2026 and December 31, 2025, there were no holdings of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of our shareholders’ equity.

The amortized cost and fair value of the investment securities portfolio as of June 30, 2026 are shown by contractual maturity below. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date are presented separately.

Available for Sale

Amortized

Fair

(in thousands)

Cost

Value

Due within one year

$

353

$

349

Due after one year through five years

—

—

Due after five years through ten years

11,487

11,140

Mortgage-backed securities

234,127

225,585

Total debt securities

$

245,967

$

237,074

The following table summarizes the investment securities with unrealized losses by security type and length of time in a continuous, unrealized loss position as of the dates indicated (in thousands):

Less than 12 Months

12 Months or Greater

Total

Gross

Gross

Gross

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

June 30, 2026

Value

Losses

Value

Losses

Value

Losses

U.S. Agency securities

$

2,469

$

(24

)

$

—

$

—

$

2,469

$

(24

)

Municipal securities

2,317

(57

)

—

—

2,317

(57

)

SBA Loan Pool securities

2,476

(13

)

2,584

(150

)

5,060

(163

)

Mortgage-backed securities

85,926

(1,153

)

66,960

(8,009

)

152,886

(9,162

)

Corporate debt securities

—

—

1,643

(107

)

1,643

(107

)

Total

$

93,188

$

(1,247

)

$

71,187

$

(8,266

)

$

164,375

$

(9,513

)

December 31, 2025

U.S. Agency securities

$

—

$

—

$

—

$

—

$

—

$

—

Municipal securities

2,303

(5

)

—

—

2,303

(5

)

SBA Loan Pool securities

—

—

2,814

(127

)

2,814

(127

)

Mortgage-backed securities

42,629

(271

)

83,128

(7,508

)

125,757

(7,779

)

Corporate debt securities

—

—

1,613

(137

)

1,613

(137

)

Total

$

44,932

$

(276

)

$

87,555

$

(7,772

)

$

132,487

$

(8,048

)

As of June 30, 2026, there were 41 securities (1 SBA Loan Pool security, 1 U.S. agency security, 2 municipal securities and 37 mortgage-backed securities) with unrealized losses of $1.2 million that had been in a continuous loss position for less than 12 months and 36 securities (2 SBA Loan Pool securities, 32 mortgage-backed securities and 2 corporate securities) with unrealized losses of $8.3 million that had been in a continuous loss position for more than 12 months. As of December 31, 2025, there were 19 securities (1 municipal security and 18 mortgage-backed securities) with unrealized losses of $276 thousand that had been in a continuous loss position for less than 12 months and 43 securities (2 SBA Loan Pool securities, 39 mortgage-backed securities and 2 corporate securities) with unrealized losses of $7.8 million that had been in a continuous loss position for more than 12 months. Unrealized losses on debt securities have not been recognized in earnings because the issuers are of high credit quality, management does not intend to sell and it is not likely that management will be required to sell the securities prior to their anticipated recovery, and the decline in fair value is due to changes in interest rates and other market conditions and are not due to credit concerns. The fair value of these securities in unrealized loss positions are expected to recover as the securities approach maturity. The Company had no realized gains or losses on sales of securities in the three and six months ended June 30, 2026 and 2025.

The Company had pledged debt securities with a fair value of $5.0 million and $5.3 million to secure borrowing arrangements discussed in Note 7, as of June 30, 2026 and December 31, 2025, respectively.

At June 30, 2026 and December 31, 2025, the Company did not hold any held-to-maturity or trading securities.

10


Note 3 – LOANS AND Allowance for cREDIT Losses

The Company’s loan portfolio is divided into three portfolio segments, which are the same segments used to estimate the allowance for credit losses: Commercial Real Estate (“CRE”), which uses the CRE lifetime loss rate model; Commercial Business, which uses the Commercial and Industrial (“C&I”) lifetime loss rate model; and Consumer, which uses the Consumer lifetime loss rate model. Within each portfolio segment the Company monitors and assesses the credit risk in the following classes of loans, based on the risk characteristics of each loan class, and the Company may apply qualitative adjustments to an individual loan class where appropriate.

Commercial Real Estate

Commercial Business

Consumer

• Investor owned
• Owner occupied
• Multifamily
• Secured by single family
• Land and construction
• SBA secured by real estate

• Commercial and Industrial
• SBA non-real estate
secured

• Consumer

The following is a summary of the loans and allowance for loan losses as of June 30, 2026 and December 31, 2025 (in thousands):

June 30,
2026

December 31,
2025

CRE:

Investor owned

$

570,865

$

577,730

Owner occupied

223,442

236,623

Multifamily

184,005

155,941

Secured by single family

205,365

198,743

Land and construction

48,782

47,029

SBA secured by real estate

409,467

403,609

Total CRE

1,641,926

1,619,675

Commercial business:

C&I

453,854

471,526

SBA non-real estate secured

34,935

32,853

Total commercial business

488,789

504,379

Consumer

2,009

2,093

Loans held for investment(1)

2,132,724

2,126,147

Allowance for loan losses

(30,462

)

(29,323

)

Loans held for investment, net(1)

$

2,102,262

$

2,096,824

(1)
Net of deferred loan origination fees and costs and unamortized discounts and premiums of $0.4 million and $0.1 million at June 30, 2026 and December 31, 2025, respectively.

11


The following table summarizes the allocation of the allowance as well as the activity in the allowance attributed to the loan portfolio segments and unfunded commitments as of and for the three months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30, 2026

CRE

Commercial
Business

Consumer

Total

Allowance for Loan Losses:

Beginning of Period

$

21,244

$

8,975

$

17

$

30,236

Provision for (reversal of) credit losses

(545

)

458

14

(73

)

Gross charge-offs

—

—

—

—

Gross recoveries

—

299

—

299

End of Period

20,699

9,732

31

30,462

Allowance for Unfunded Commitments:

Beginning of Period

677

—

—

677

Provision for (reversal of) credit losses

(131

)

—

—

(131

)

End of Period

546

—

—

546

Allowance for Credit Losses

$

21,245

$

9,732

$

31

$

31,008

Allowance for Loan Losses by Methodology:

Individually evaluated

$

—

$

1,750

$

—

$

1,750

Collectively evaluated

20,699

7,982

31

28,712

$

20,699

$

9,732

$

31

$

30,462

Three Months Ended June 30, 2025

CRE

Commercial
Business

Consumer

Total

Allowance for Loan Losses:

Beginning of Period

$

20,819

$

5,587

$

31

$

26,437

Provision for (reversal of) credit losses

936

806

(1

)

1,741

Gross charge-offs

—

—

—

—

Gross recoveries

—

—

—

—

End of Period

21,755

6,393

30

28,178

Allowance for Unfunded Commitments:

Beginning of Period

1,203

120

25

1,348

Provision for (reversal of) credit losses

(398

)

(25

)

(25

)

(448

)

End of Period

805

95

—

900

Allowance for Credit Losses

$

22,560

$

6,488

$

30

$

29,078

Allowance for Loan Losses by Methodology:

Individually evaluated

$

1,061

$

1,189

$

—

$

2,250

Collectively evaluated

20,694

5,204

30

25,928

$

21,755

$

6,393

$

30

$

28,178

12


Six Months Ended June 30, 2026

CRE

Commercial
Business

Consumer

Total

Allowance for Loan Losses:

Beginning of Period

$

19,703

$

9,596

$

24

$

29,323

Provision for (reversal of) credit losses

996

950

7

1,953

Gross charge-offs

—

(1,578

)

—

(1,578

)

Gross recoveries

—

764

—

764

End of Period

20,699

9,732

31

30,462

Allowance for Unfunded Commitments:

Beginning of Period

684

—

—

684

Provision for (reversal of) credit losses

(138

)

—

—

(138

)

End of Period

546

—

—

546

Allowance for Credit Losses

$

21,245

$

9,732

$

31

$

31,008

Allowance for Loan Losses by Methodology:

Individually evaluated

$

—

$

1,750

$

—

$

1,750

Collectively evaluated

20,699

7,982

31

28,712

$

20,699

$

9,732

$

31

$

30,462

Six Months Ended June 30, 2025

CRE

Commercial
Business

Consumer

Total

Allowance for Loan Losses:

Beginning of Period

$

20,724

$

6,507

$

36

$

27,267

Provision for (reversal of) credit losses

1,031

1,176

(6

)

2,201

Gross charge-offs

—

(1,290

)

—

(1,290

)

Gross recoveries

—

—

—

—

End of Period

21,755

6,393

30

28,178

Allowance for Unfunded Commitments:

Beginning of Period

1,412

96

1

1,509

Provision for (reversal of) credit losses

(607

)

(1

)

(1

)

(609

)

End of Period

805

95

—

900

Allowance for Credit Losses

$

22,560

$

6,488

$

30

$

29,078

Allowance for Loan Losses by Methodology:

Individually evaluated

$

1,061

$

1,189

$

—

$

2,250

Collectively evaluated

20,694

5,204

30

25,928

$

21,755

$

6,393

$

30

$

28,178

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, collateral adequacy, credit documentation, and current economic trends, among other factors. For the purpose of assigning internal risk ratings, we generally analyze larger, non-homogeneous loans (e.g., CRE and C&I) on an individual basis, classifying them according to common credit-risk characteristics. This analysis is performed on an ongoing basis as new information is obtained.

For real estate collateral, the Bank typically relies on external appraisals from licensed or certified appraisers. We regularly reassess these values whenever borrower performance, market conditions, or new loan terms signal a potential change in collateral value. When necessary, we supplement these real estate valuations with broker price opinions or other market data. When a loan is secured by business assets or equipment (rather than real estate), the Bank uses standard underwriting practices—such as reviewing current financial statements, performing lien searches, or relying on recognized valuation sources—to confirm that collateral coverage remains sufficient.

13


The Company uses the following definitions for risk ratings:

Special Mention – Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard – Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Nonaccrual – Loans on which the accrual of interest has been discontinued are designated as nonaccrual loans. The accrual of interest on loans is discontinued when principal or interest is past due 90 days based on the contractual terms of the loan or when, in management’s judgment, there is reasonable doubt as to collectability.

Loans listed as pass include larger non-homogeneous loans not meeting the risk rating definitions above and smaller, homogeneous loans not assessed on an individual basis.

14


The amortized cost basis of loans by risk category and class of loans was as follows as of June 30, 2026 and December 31, 2025 (in thousands):

Term Loans by Origination Year

Revolving Loans

June 30, 2026

2026

2025

2024

2023

2022

Prior

Revolving Period

Converted to Term

Total

CRE:

Investor owned

Pass

$

70,109

$

62,315

$

30,277

$

61,248

$

142,423

$

175,953

$

13,002

$

13,075

$

568,402

Substandard – Still accruing

—

—

—

—

2,032

431

—

—

2,463

Total

70,109

62,315

30,277

61,248

144,455

176,384

13,002

13,075

570,865

Owner occupied

Pass

32,308

10,381

22,272

27,383

37,652

61,270

17,061

5,031

213,358

Substandard – Still accruing

—

—

—

—

—

7,977

—

—

7,977

Substandard – Nonaccrual

—

—

—

—

—

2,107

—

—

2,107

Total

32,308

10,381

22,272

27,383

37,652

71,354

17,061

5,031

223,442

Multifamily

Pass

10,343

28,384

13,690

15,085

51,153

46,734

17,915

701

184,005

Total

10,343

28,384

13,690

15,085

51,153

46,734

17,915

701

184,005

Secured by single family

Pass

21,157

8,223

40,277

14,087

16,602

38,615

44,337

3,314

186,612

Substandard – Still accruing

186

—

—

—

348

—

202

819

1,555

Substandard – Nonaccrual

—

—

3,960

3,877

5,361

—

—

4,000

17,198

Total

21,343

8,223

44,237

17,964

22,311

38,615

44,539

8,133

205,365

Land and construction

Pass

3,078

8,183

11,723

12,931

6,947

361

3,860

—

47,083

Substandard – Nonaccrual

—

—

—

—

—

1,699

—

—

1,699

Total

3,078

8,183

11,723

12,931

6,947

2,060

3,860

—

48,782

SBA secured by real estate

Pass

43,928

40,865

77,774

73,907

59,222

97,719

—

—

393,415

Special Mention

—

—

604

5,412

—

412

—

—

6,428

Substandard – Still accruing

—

—

1,291

1,690

2,009

2,759

—

—

7,749

Substandard – Nonaccrual

—

—

669

1,206

—

—

—

—

1,875

Total

43,928

40,865

80,338

82,215

61,231

100,890

—

—

409,467

Total CRE

Pass

180,923

158,351

196,013

204,641

313,999

420,652

96,175

22,121

1,592,875

Special Mention

—

—

604

5,412

—

412

—

—

6,428

Substandard – Still accruing

186

—

1,291

1,690

4,389

11,167

202

819

19,744

Substandard – Nonaccrual

—

—

4,629

5,083

5,361

3,806

—

4,000

22,879

Total

181,109

158,351

202,537

216,826

323,749

436,037

96,377

26,940

1,641,926

Commercial business:

C&I

Pass

5,318

15,086

23,019

2,258

31,050

20,385

324,195

26,480

447,791

Special Mention

—

—

—

—

—

—

225

313

538

Substandard – Still accruing

—

—

—

—

—

2,051

—

2,204

4,255

Substandard – Nonaccrual

—

—

—

—

—

—

420

850

1,270

Total

5,318

15,086

23,019

2,258

31,050

22,436

324,840

29,847

453,854

SBA non-real estate secured

Pass

5,385

10,466

7,032

4,850

985

3,360

—

—

32,078

Substandard – Still accruing

—

—

—

—

—

112

—

—

112

Substandard – Nonaccrual

—

—

—

2,745

—

—

—

—

2,745

Total

5,385

10,466

7,032

7,595

985

3,472

—

—

34,935

Total commercial business

Pass

10,703

25,552

30,051

7,108

32,035

23,745

324,195

26,480

479,869

Special Mention

—

—

—

—

—

—

225

313

538

Substandard – Still accruing

—

—

—

—

—

2,163

—

2,204

4,367

Substandard – Nonaccrual

—

—

—

2,745

—

—

420

850

4,015

Total

10,703

25,552

30,051

9,853

32,035

25,908

324,840

29,847

488,789

Consumer:

Total consumer

Pass

—

—

—

594

—

—

1,415

—

2,009

Total

—

—

—

594

—

—

1,415

—

2,009

Total loans:

Pass

191,626

183,903

226,064

212,343

346,034

444,397

421,785

48,601

2,074,753

Special Mention

—

—

604

5,412

—

412

225

313

6,966

Substandard – Still accruing

186

—

1,291

1,690

4,389

13,330

202

3,023

24,111

Substandard – Nonaccrual

—

—

4,629

7,828

5,361

3,806

420

4,850

26,894

Total

$

191,812

$

183,903

$

232,588

$

227,273

$

355,784

$

461,945

$

422,632

$

56,787

$

2,132,724

15


Term Loans by Origination Year

Revolving Loans

December 31, 2025

2025

2024

2023

2022

2021

Prior

Revolving Period

Converted to Term

Total

CRE:

Investor owned

Pass

$

69,674

$

47,701

$

64,383

$

158,733

$

92,012

$

123,112

$

11,187

$

6,467

$

573,269

Substandard – Still accruing

—

—

—

2,049

—

835

—

—

2,884

Substandard – Nonaccrual

—

—

1,577

—

—

—

—

—

1,577

Total

69,674

47,701

65,960

160,782

92,012

123,947

11,187

6,467

577,730

Owner occupied

Pass

21,582

23,453

27,588

38,342

41,485

46,402

22,525

5,084

226,461

Substandard – Still accruing

—

—

—

—

—

8,055

—

—

8,055

Substandard – Nonaccrual

—

—

—

—

—

2,107

—

—

2,107

Total

21,582

23,453

27,588

38,342

41,485

56,564

22,525

5,084

236,623

Multifamily

Pass

10,268

13,726

15,152

51,326

31,931

15,244

17,590

704

155,941

Total

10,268

13,726

15,152

51,326

31,931

15,244

17,590

704

155,941

Secured by single family

Pass

17,882

50,369

14,880

17,824

24,631

16,053

41,528

2,466

185,633

Substandard – Still accruing

—

—

—

352

—

—

—

—

352

Substandard – Nonaccrual

—

3,960

3,876

4,922

—

—

—

—

12,758

Total

17,882

54,329

18,756

23,098

24,631

16,053

41,528

2,466

198,743

Land and construction

Pass

442

13,062

12,843

14,748

—

373

3,862

—

45,330

Substandard – Nonaccrual

—

—

—

—

1,699

—

—

—

1,699

Total

442

13,062

12,843

14,748

1,699

373

3,862

—

47,029

SBA secured by real estate

Pass

48,528

81,598

79,285

64,429

46,792

64,809

—

—

385,441

Special Mention

—

606

5,443

1,461

415

591

—

—

8,516

Substandard – Still accruing

—

1,297

—

1,360

145

2,278

—

—

5,080

Substandard – Nonaccrual

—

—

4,572

—

—

—

—

—

4,572

Total

48,528

83,501

89,300

67,250

47,352

67,678

—

—

403,609

Total CRE

Pass

168,376

229,909

214,131

345,402

236,851

265,993

96,692

14,721

1,572,075

Special Mention

—

606

5,443

1,461

415

591

—

—

8,516

Substandard – Still accruing

—

1,297

—

3,761

145

11,168

—

—

16,371

Substandard – Nonaccrual

—

3,960

10,025

4,922

1,699

2,107

—

—

22,713

Total

168,376

235,772

229,599

355,546

239,110

279,859

96,692

14,721

1,619,675

Commercial business:

C&I

Pass

23,596

37,142

2,655

33,660

12,519

9,467

325,040

5,451

449,530

Special Mention

—

221

—

—

—

—

—

170

391

Substandard – Still accruing

—

—

—

—

2,229

1,328

2,000

—

5,557

Substandard – Nonaccrual

—

4,600

350

4,165

4,073

—

450

—

13,638

Doubtful – Nonaccrual

—

—

—

—

—

—

2,410

—

2,410

Total

23,596

41,963

3,005

37,825

18,821

10,795

329,900

5,621

471,526

SBA non-real estate secured

Pass

10,296

8,738

5,444

1,041

275

3,473

—

—

29,267

Substandard – Still accruing

—

—

—

—

—

120

—

—

120

Substandard – Nonaccrual

—

607

2,859

—

—

—

—

—

3,466

Total

10,296

9,345

8,303

1,041

275

3,593

—

—

32,853

Total commercial business

Pass

33,892

45,880

8,099

34,701

12,794

12,940

325,040

5,451

478,797

Special Mention

—

221

—

—

—

—

—

170

391

Substandard – Still accruing

—

—

—

—

2,229

1,448

2,000

—

5,677

Substandard – Nonaccrual

—

5,207

3,209

4,165

4,073

—

450

—

17,104

Doubtful – Nonaccrual

—

—

—

—

—

—

2,410

—

2,410

Total

33,892

51,308

11,308

38,866

19,096

14,388

329,900

5,621

504,379

Consumer:

Total consumer

Pass

—

—

634

—

—

—

1,459

—

2,093

Total

—

—

634

—

—

—

1,459

—

2,093

Total loans:

Pass

202,268

275,789

222,864

380,103

249,645

278,933

423,191

20,172

2,052,965

Special Mention

—

827

5,443

1,461

415

591

—

170

8,907

Substandard – Still accruing

—

1,297

—

3,761

2,374

12,616

2,000

—

22,048

Substandard – Nonaccrual

—

9,167

13,234

9,087

5,772

2,107

450

—

39,817

Doubtful – Nonaccrual

—

—

—

—

—

—

2,410

—

2,410

Total

$

202,268

$

287,080

$

241,541

$

394,412

$

258,206

$

294,247

$

428,051

$

20,342

$

2,126,147

16


Charge offs of loans by class of loans for the six months ended June 30, 2026 and the year ended December 31, 2025 were as follows (in thousands):

Charge Offs by Loan Origination Year

Six Months Ended
June 30, 2026

2026

2025

2024

2023

2022

Prior

Total

Gross charge offs:

Commercial business:

C&I

$

—

$

—

$

—

$

—

$

—

$

1,441

$

1,441

SBA non-real estate secured

—

—

137

—

—

—

137

Total commercial business

—

—

137

—

—

1,441

1,578

Total gross charge offs

$

—

$

—

$

137

$

—

$

—

$

1,441

$

1,578

Charge Offs by Loan Origination Year

Year Ended
December 31, 2025

2025

2024

2023

2022

2021

Prior

Total

Gross charge offs:

CRE:

Owner occupied

$

—

$

—

$

1,061

$

—

$

—

$

—

$

1,061

Total CRE

—

—

1,061

—

—

—

1,061

Commercial business:

C&I

$

—

$

—

$

—

$

2,600

$

—

$

1,050

$

3,650

Total commercial business

—

—

—

2,600

—

1,050

3,650

Total gross charge offs

$

—

$

—

$

1,061

$

2,600

$

—

$

1,050

$

4,711

Past due and nonaccrual loans presented by loan class were as follows as of June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026

Total
Nonaccrual

Nonaccrual With
No Allowance
for Credit Loss

Loans Past Due 90
or more Days
and Still Accruing

CRE:

Investor owned

$

—

$

—

$

—

Owner occupied

2,107

2,107

—

Multifamily

—

—

—

Secured by single family

17,198

17,198

—

Land and construction

1,699

1,699

—

SBA secured by real estate

1,875

1,875

—

Total CRE

22,879

22,879

—

Commercial business:

C&I

1,270

—

—

SBA non-real estate secured

2,745

—

—

Total commercial business

4,015

—

—

Consumer

—

—

—

Total

$

26,894

$

22,879

$

—

17


Total
Nonaccrual

Nonaccrual With
No Allowance
for Credit Loss

Loans Past Due 90
or more Days
and Still Accruing

December 31, 2025

CRE:

Investor owned

$

1,577

$

1,577

$

—

Owner occupied

2,107

2,107

—

Multifamily

—

—

—

Secured by single family

12,758

12,758

—

Land and construction

1,699

1,699

—

SBA secured by real estate

4,572

4,572

—

Total CRE

22,713

22,713

—

Commercial business:

C&I

16,048

12,788

—

SBA non-real estate secured

3,466

—

—

Total commercial business

19,514

12,788

—

Consumer

—

—

—

Total

$

42,227

$

35,501

$

—

No interest income was recognized on loans while on nonaccrual status during the three and six months ended June 30, 2026 and 2025.

Upon payoff of loans that had been on nonaccrual status, the Company recorded contractual interest income of $705 thousand and $1.2 million during the three and six months ended June 30, 2026, respectively, and $654 thousand during both the three and six months ended June 30, 2025. The Company also recorded $265 thousand of late fees during both the three and six months ended June 30, 2026 upon payoff of a loan that had been on nonaccrual status, compared with none during the three and six months ended June 30, 2025.

18


The following table presents the amortized cost basis of collateral-dependent loans by class of loans and type of collateral as of June 30, 2026 and December 31, 2025 (in thousands).

June 30, 2026

Real Estate

Equipment

Business
Blanket Lien

Total

CRE:

Investor owned

$

—

$

—

$

—

$

—

Owner occupied

2,107

—

—

2,107

Multifamily

—

—

—

—

Secured by single family

17,198

—

—

17,198

Land and construction

1,699

—

—

1,699

SBA secured by real estate

1,875

—

—

1,875

Total CRE

22,879

—

—

22,879

Commercial business:

C&I

—

—

—

—

SBA non-real estate secured

—

—

—

—

Total commercial business

—

—

—

—

Consumer

—

—

—

—

Total

$

22,879

$

—

$

—

$

22,879

December 31, 2025

Real Estate

Equipment

Business
Blanket Lien

Total

CRE:

Investor owned

$

1,577

$

—

$

—

$

1,577

Owner occupied

2,107

—

—

2,107

Multifamily

—

—

—

—

Secured by single family

12,758

—

—

12,758

Land and construction

1,699

—

—

1,699

SBA secured by real estate

4,572

—

—

4,572

Total CRE

22,713

—

—

22,713

Commercial business:

C&I

—

—

7,074

7,074

SBA non-real estate secured

1,363

—

2,103

3,466

Total commercial business

1,363

—

9,177

10,540

Consumer

—

—

—

—

Total

$

24,076

$

—

$

9,177

$

33,253

19


The following table presents the aging of the amortized cost basis in past-due loans as of June 30, 2026 and December 31, 2025 (in thousands).

June 30, 2026

Current

30 - 59 Days
Past due

60 - 89 Days
Past Due

90+ Days
Past Due

Total
Past Due

Total

CRE:

Investor owned

$

570,865

$

—

$

—

$

—

$

—

$

570,865

Owner occupied

221,335

—

—

2,107

2,107

223,442

Multifamily

184,005

—

—

—

—

184,005

Secured by single family

188,168

—

—

17,197

17,197

205,365

Land and construction

47,083

—

—

1,699

1,699

48,782

SBA secured by real estate

408,261

1,206

—

—

1,206

409,467

Total CRE

1,619,717

1,206

—

21,003

22,209

1,641,926

Commercial business:

C&I

452,561

442

—

851

1,293

453,854

SBA non-real estate secured

33,132

438

—

1,365

1,803

34,935

Total commercial business

485,693

880

—

2,216

3,096

488,789

Consumer

2,009

—

—

—

—

2,009

Total

$

2,107,419

$

2,086

$

—

$

23,219

$

25,305

$

2,132,724

December 31, 2025

Current

30 - 59 Days
Past due

60 - 89 Days
Past Due

90+ Days
Past Due

Total
Past Due

Total

CRE:

Investor owned

$

576,153

$

1,577

$

—

$

—

$

1,577

$

577,730

Owner occupied

234,516

—

—

2,107

2,107

236,623

Multifamily

155,941

—

—

—

—

155,941

Secured by single family

197,746

416

303

278

997

198,743

Land and construction

47,029

—

—

—

—

47,029

SBA secured by real estate

397,308

1,729

—

4,572

6,301

403,609

Total CRE

1,608,693

3,722

303

6,957

10,982

1,619,675

Commercial business:

C&I

457,453

3,498

—

10,575

14,073

471,526

SBA non-real estate secured

29,387

—

1,495

1,971

3,466

32,853

Total commercial business

486,840

3,498

1,495

12,546

17,539

504,379

Consumer

2,093

—

—

—

—

2,093

Total

$

2,097,626

$

7,220

$

1,798

$

19,503

$

28,521

$

2,126,147

The Company may grant certain modifications of loans to borrowers experiencing financial difficulty on a case-by-case basis. The following presents the amortized cost basis of loans at June 30, 2026 and 2025 that were both experiencing financial difficulty and modified during the six months ended June 30, 2026 and the three and six months ended June 30, 2025. There were no modifications to borrowers experiencing financial difficulty during the three months ended June 30, 2026. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below:

20


Three Months Ended June 30, 2025

Principal
Forgiveness

Payment
Deferral

Term
Extension

Interest Rate
Reduction

Payment
Deferral and
Interest Rate
Reduction

Total

Percentage
of Class of
Financing
Receivable

CRE:

Investor owned

$

—

$

—

$

—

$

—

$

—

$

—

0.0

%

Owner occupied

—

—

—

—

—

—

0.0

%

Multifamily

—

—

—

—

—

—

0.0

%

Secured by single family

—

8,349

—

—

—

8,349

4.2

%

Land and construction

—

1,699

—

—

—

1,699

3.3

%

SBA secured by real estate

—

—

—

—

—

—

0.0

%

Total CRE

—

10,048

—

—

—

10,048

0.6

%

Commercial business:

C&I

—

4,950

—

—

—

4,950

1.2

%

SBA non-real estate secured

—

—

—

—

—

—

0.0

%

Total commercial business

—

4,950

—

—

—

4,950

1.1

%

Consumer

—

—

—

—

—

—

0.0

%

Total

$

—

$

14,998

$

—

$

—

$

—

$

14,998

0.7

%

Six Months Ended June 30, 2026

Principal
Forgiveness

Payment
Deferral

Term
Extension

Interest Rate
Reduction

Term Extension and Interest Rate
Reduction

Total

Percentage
of Class of
Financing
Receivable

CRE:

Investor owned

$

—

$

—

$

—

$

—

$

—

$

—

0.0

%

Owner occupied

—

—

—

—

—

—

0.0

%

Multifamily

—

—

—

—

—

—

0.0

%

Secured by single family

—

—

819

—

388

1,207

0.6

%

Land and construction

—

—

—

—

—

—

0.0

%

SBA secured by real estate

—

—

—

—

—

—

0.0

%

Total CRE

—

—

819

—

388

1,207

0.1

%

Commercial business:

C&I

—

—

4,255

—

—

4,255

0.9

%

SBA non-real estate secured

—

—

—

—

—

—

0.0

%

Total commercial business

—

—

4,255

—

—

4,255

0.9

%

Consumer

—

—

—

—

—

—

0.0

%

Total

$

—

$

—

$

5,074

$

—

$

388

$

5,462

0.3

%

21


Six Months Ended June 30, 2025

Principal
Forgiveness

Payment
Deferral

Term
Extension

Interest Rate
Reduction

Payment
Deferral and
Interest Rate
Reduction

Total

Percentage
of Class of
Financing
Receivable

CRE:

Investor owned

$

—

$

—

$

—

$

—

$

—

$

—

0.0

%

Owner occupied

—

—

—

—

—

—

0.0

%

Multifamily

—

—

—

—

—

—

0.0

%

Secured by single family

—

8,349

—

—

—

8,349

4.2

%

Land and construction

—

1,699

—

—

—

1,699

3.3

%

SBA secured by real estate

—

—

—

—

—

—

0.0

%

Total CRE

—

10,048

—

—

—

10,048

0.6

%

Commercial business:

C&I

—

13,119

—

—

—

13,119

3.2

%

SBA non-real estate secured

—

—

—

—

—

—

0.0

%

Total commercial business

—

13,119

—

—

—

13,119

3.0

%

Consumer

—

—

—

—

—

—

0.0

%

Total

$

—

$

23,167

$

—

$

—

$

—

$

23,167

1.1

%

The Company has not committed to lend any additional amounts to the borrowers included in the previous tables.

The following table presents the performance of such loans that have been modified in the preceding 12 months:

June 30, 2026

30 - 59 Days
Past due

60 - 89 Days
Past Due

90+ Days
Past Due

Total Past Due

CRE:

Investor owned

$

—

$

—

$

—

$

—

Owner occupied

—

—

—

—

Multifamily

—

—

—

—

Secured by single family

—

—

4,473

4,473

Land and construction

—

—

—

—

SBA secured by real estate

—

—

—

—

Total CRE

—

—

4,473

4,473

Commercial business:

C&I

—

—

850

850

SBA non-real estate secured

—

—

—

—

Total commercial business

—

—

850

850

Consumer

—

—

—

—

Total

$

—

$

—

$

5,323

$

5,323

22


At June 30, 2025, none of the loans modified during the preceding 12 months to borrowers experiencing financial difficulty were past due.

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the six months ended June 30, 2026 and the three and six months ended June 30, 2025. There were no modifications to borrowers experiencing financial difficulty during the three months ended June 30, 2026:

Three Months Ended June 30, 2025

Principal
Forgiveness
(In Dollars)

Weighted-
Average Interest
Rate Reduction
(In Percentage Points)

Weighted-
Average
Deferral or
Extension
(In Months)

Amortized
Cost Basis
Modified

CRE:

Secured by single family:

Payment deferral

—

—

7

$

8,349

Land and construction - payment deferral

—

—

7

1,699

Commercial business:

C&I:

Payment deferral

—

—

7

4,950

Total

$

14,998

Six Months Ended June 30, 2026

Principal
Forgiveness
(In Dollars)

Weighted-
Average Interest
Rate Reduction
(In Percentage Points)

Weighted-
Average
Deferral or
Extension
(In Months)

Amortized
Cost Basis
Modified

CRE:

Term extension

—

—

3

$

819

Interest rate reduction
and term extension

—

0.8

%

35

388

Commercial business:

C&I - term extension

—

—

9

4,255

Total

$

5,462

Six Months Ended June 30, 2025

Principal
Forgiveness
(In Dollars)

Weighted-
Average Interest
Rate Reduction
(In Percentage Points)

Weighted-
Average
Deferral or
Extension
(In Months)

Amortized
Cost Basis
Modified

CRE:

Secured by single family:

Payment deferral

—

—

7

$

8,349

Land and construction - payment deferral

—

—

7

1,699

Commercial business:

C&I:

Payment deferral

—

—

8

13,119

Total

$

23,167

The following table presents loans purchased and the carrying value of loans sold during the three and six months ended June 30, 2026 and 2025 by portfolio segment (in thousands):

23


Commercial
Real Estate

Commercial
Business

Consumer

Total

Three months ended June 30, 2026:

Purchases

$

—

$

—

$

—

$

—

Sales

$

628

$

2,962

$

—

$

3,590

Three months ended June 30, 2025:

Purchases

$

—

$

2,012

$

—

$

2,012

Sales

$

4,967

$

5,207

$

—

$

10,174

Six months ended June 30, 2026:

Purchases

$

—

$

—

$

—

$

—

Sales

$

9,052

$

11,799

$

—

$

20,851

Six months ended June 30, 2025:

Purchases

$

1,160

$

2,012

$

—

$

3,172

Sales

$

11,658

$

7,357

$

—

$

19,015

Loan purchases during the periods presented above consisted entirely of repurchases of the guaranteed portions of previously sold SBA 7(a) loans in connection with borrower defaults or other circumstances requiring repurchase under applicable SBA program or secondary-market requirements.

NOTE 4 – TRANSFERS AND SERVICING

The Company sells the guaranteed portion of certain SBA loans in the secondary market and retains the servicing responsibility for those loans subsequent to the sale. The loans serviced for others are accounted for as sales and are therefore not included in the accompanying consolidated balance sheets. The carrying value of loans sold was $3.6 million and $10.2 million during the three months ended June 30, 2026 and 2025, respectively, and $20.9 million and $19.0 million during the six months ended June 30, 2026 and 2025, respectively. Loans serviced for others totaled $162.3 million and $188.0 million at June 30, 2026 and December 31, 2025, respectively.

Consideration for each SBA loan sale includes the cash received and the fair value of the related servicing asset. The Company receives servicing fees ranging from 0.25% to 1.00% for the services provided over the life of the loan. The servicing asset is based on the estimated fair value of these future cash flows to be collected. The risks inherent in SBA servicing assets primarily relate to accelerated prepayment of loans in excess of what was originally modeled driven by changes in interest rates and a reduction in the estimated future cash flows.

The activity in servicing assets during the period includes additions from loan sales with servicing retained and reductions from amortization as the serviced loans are repaid and the servicing fees are earned. The servicing asset activity for the three and six months ended June 30, 2026 and 2025 is summarized below (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Balance, beginning of period

$

1,957

$

1,993

$

1,913

$

2,087

Additions

53

182

358

338

Amortization

(293

)

(211

)

(554

)

(461

)

Reversal (Impairment)

—

—

—

—

Balance, end of period

$

1,717

$

1,964

$

1,717

$

1,964

Key economic assumptions used in measuring the initial fair value of servicing assets were as follows for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30,

Six Months Ended June 30,

(weighted average rates per annum)

2026

2025

2026

2025

Constant prepayment rates (level 3)

26.57

%

22.92

%

23.54

%

22.54

%

Discount rates (level 3)

11.00

%

11.00

%

11.00

%

11.00

%

24


Note 5 – leases

The components of total lease costs were as follows for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Operating lease cost

$

573

$

566

$

1,144

$

1,121

Right-of-use assets and lease liabilities and the associated balance sheet classifications are as follows (in thousands):

Balance Sheet Classification

June 30,
2026

December 31,
2025

Right-of-use assets:

Operating leases

Other assets

$

6,733

$

6,352

Total right-of-use assets

$

6,733

$

6,352

Lease liabilities:

Operating leases

Accrued interest payable and other liabilities

$

7,091

$

6,698

Total lease liabilities

$

7,091

$

6,698

In February 2026, the Company entered into an amendment to extend the lease agreement for its office space in La Jolla, California by 60 months. As a result of this amendment, the Company obtained operating lease right-of-use assets in exchange for lease obligations of $1.3 million during the six months ended June 30, 2026.

In May 2026, the Company entered into a lease agreement for administrative office space in Brea, California. The initial lease term is 39 months, commencing after completion of certain tenant improvements and ending on the last day of the calendar month that occurs three years and three months after the commencement date. The final commencement and expiration dates are expected to be confirmed in a start date amendment. The lease includes aggregate fixed base rent payments of approximately $0.5 million, net of scheduled rent abatements. Upon lease commencement, the Company expects to recognize an operating lease right-of-use asset and corresponding lease liability based on the present value of the remaining fixed lease payments.

Note 6 – Deposits

Deposits at June 30, 2026 and December 31, 2025 consist of the following (in thousands):

June 30,
2026

December 31,
2025

Noninterest-bearing deposits

$

663,200

$

606,105

Interest-bearing checking accounts

308,561

309,013

Savings and money market

1,136,611

1,025,393

Time deposit accounts under $250,000

102,375

122,518

Time deposit accounts $250,000 and over

170,490

160,852

Total deposits

$

2,381,237

$

2,223,881

As of June 30, 2026 and December 31, 2025, all noninterest-bearing deposits are demand deposits.

The Company participates in the IntraFi Network, which provides deposit placement services through Insured Cash Sweep (“ICS”) and Certificate of Deposit Account Registry Service (“CDARS”) reciprocal deposits. These services allocate deposits across multiple banks within the IntraFi network in amounts that do not exceed the standard FDIC insurance limit at each receiving institution. At June 30, 2026 and December 31, 2025, interest-bearing checking accounts included ICS reciprocal deposits of $8.2 million and $18.0 million, respectively, savings and money market accounts included ICS reciprocal deposits of $148.4 million and $168.7 million, respectively, and time deposits under $250,000 included CDARS reciprocal deposits of $88.8 million and $108.3 million, respectively.

25


Total deposits shown in the table above included the following brokered deposit balances (in thousands):

June 30,
2026

December 31,
2025

Brokered deposits:

Savings and money market

$

563

$

563

Time deposit accounts under $250,000

997

1,245

Time deposit accounts $250,000 and over

47,741

63,255

Total brokered deposits

$

49,301

$

65,063

The maturity of time deposits as of June 30, 2026 is as follows (in thousands):

Amount

2026

$

162,242

2027

86,229

2028

21,670

2029

2,229

2030 and thereafter

495

$

272,865

Note 7 – borrowing arrangements

The Company’s borrowings include advances from the Federal Home Loan Bank (“FHLB”) of San Francisco and subordinated debt issued by the parent company, Private Bancorp of America, Inc.

A summary of FHLB borrowings as of June 30, 2026 and December 31, 2025, is as follows (in thousands):

Lender

Maturity

Rate of Interest

June 30, 2026

December 31, 2025

Federal Home Loan Bank

March 12, 2026

4.77%

$

—

$

3,000

Federal Home Loan Bank

March 12, 2027

4.56%

3,000

3,000

Federal Home Loan Bank

March 17, 2028

3.96%

5,000

5,000

Total

$

8,000

$

11,000

At June 30, 2026 and December 31, 2025, loans with a principal balance of approximately $741.8 million and $746.5 million and securities with a principal balance of approximately $5.7 million and $5.3 million were pledged as collateral to the FHLB for the borrowings, respectively. At June 30, 2026 and December 31, 2025, the Company had remaining financing availability of approximately $521.4 million and $535.0 million based on the level of pledged loans and securities, respectively, after consideration of FHLB borrowings outstanding and a $6.0 million letter of credit to secure deposits at both June 30, 2026 and December 31, 2025, respectively.

As of June 30, 2026 and December 31, 2025, loans with a principal balance of approximately $824.2 million and $817.3 million were pledged as collateral to the Federal Reserve Bank on a secured borrowing arrangement with related borrowing capacity of approximately $620.1 million and $607.4 million, respectively. There was no balance outstanding on this borrowing arrangement at June 30, 2026 and December 31, 2025.

The Company has borrowing lines with correspondent banks totaling $115.0 million as of June 30, 2026 and $100.0 million as of December 31, 2025. There were no balances outstanding on these borrowing lines as of June 30, 2026 and December 31, 2025.

On April 24, 2019, Private Bancorp of America, Inc. issued $18.0 million of Fixed-to-Floating Subordinated Notes (“Notes”), which mature on April 25, 2029. The Notes accrued interest at a 6.00% fixed rate for the first five years until April 25, 2024 with quarterly interest payments. After April 25, 2024, interest on the Notes accrues at a variable rate at the three-month Secured Overnight Financing Rate (“SOFR”) plus3.42%. The total variable rate on the Notes was 7.35% and 7.54% as of June 30, 2026 and December 31, 2025, respectively. Debt issuance costs were $0.1 million and are being amortized through the maturity date. The balance net of issuance cost is $18.0 million as of June 30, 2026 and December 31, 2025.

26


Note 8 – Commitments AND CONTINGENCIES

Commitments

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.

The Company’s exposure to credit losses in the event of nonperformance by the other parties for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

The following is a summary of contractual or notional amounts of off-balance sheet financial instruments that represent credit risk at June 30, 2026 and December 31, 2025 (in thousands).

June 30,
2026

December 31,
2025

Financial instruments whose contract amounts represent credit risks:

Commitments to extend credit

$

304,907

$

315,180

Standby letters of credit

8,410

7,541

Total

$

313,317

$

322,721

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any conditions established in the contract. Commitments generally have fixed expiration dates of not more than 12 months and may require payment of a fee. Since many of the commitments are not expected to be drawn upon, the total commitment amounts may not represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation. Collateral held varies but may include marketable investment securities, accounts receivable, inventory, property, plant, and equipment, real properties and deposits.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those letters of credit are primarily used in public and private borrowing arrangements. Essentially all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds collateral supporting those commitments if deemed necessary.

The Company has committed to invest in partnerships that sponsor affordable housing projects utilizing the Low-Income Housing Tax Credit (“LIHTC”) pursuant to Section 42 of the Internal Revenue Code. The purpose of these investments is to achieve a satisfactory return on capital, to facilitate the sale of additional affordable housing projects, and to assist in achieving goals associated with the Community Reinvestment Act (“CRA”). Capital contributions are called for up to an amount specified in the partnership agreements. In addition, the Company invests in other CRA investments including Small Business Investment Companies. At June 30, 2026 and December 31, 2025, the Company had unfunded commitments to contribute capital to these LIHTC and other CRA investments totaling $1.3 million and $2.4million, respectively.

Contingencies

The Company is subject to legal proceedings arising in the ordinary course of business. The Company accrues losses for a legal proceeding when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. However, the uncertainties inherent in legal proceedings make it difficult to reasonably estimate the costs and effects of resolving these matters. Accordingly, actual costs incurred may differ materially from amounts accrued and could adversely affect the Company’s business, cash flows, results of operations, financial condition and prospects. Unless otherwise indicated, the Company is unable to estimate reasonably possible losses in excess of any amounts accrued. As of June 30, 2026 and December 31, 2025, there were no material loss contingency accruals nor are there matters that would have a material effect on the financial statements if accrued.

27


NOTE 9 – EARNINGS PER SHARE (“EPS”)

The two-class method is used in the calculation of basic and diluted earnings per share. Under the two-class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to participation rights in undistributed earnings. The following is a reconciliation (in thousands):

Three Months Ended June 30,

2026

2025

Net

Net

Income

Shares

Income

Shares

Net income as reported

$

13,118

$

10,449

Less: Earnings allocated to participating securities

(100

)

(88

)

Net income available to common shareholders

13,018

10,361

Weighted average common shares outstanding

5,725

5,804

Less unvested restricted shares

(44

)

(49

)

Total weighted-average basic shares outstanding

5,681

5,755

Dilutive effect of outstanding stock options and unvested restricted stock units

60

83

Total weighted-average diluted shares outstanding

$

13,018

5,741

$

10,361

5,838

Six Months Ended June 30,

2026

2025

Net

Net

Income

Shares

Income

Shares

Net income as reported

$

25,145

$

21,011

Less: Earnings allocated to participating securities

(186

)

(177

)

Net income available to common shareholders

24,959

20,834

Weighted average common shares outstanding

5,730

5,794

Less unvested restricted shares

(42

)

(49

)

Total weighted-average basic shares outstanding

5,688

5,745

Dilutive effect of outstanding stock options and unvested restricted stock units

69

86

Total weighted-average diluted shares outstanding

$

24,959

5,757

$

20,834

5,831

There were no anti-dilutive options and unvested RSUs for the three and six months ended June 30, 2026 and 2025.

NOTE 10 – FAIR VALUE MEASUREMENTS

The following is a description of valuation methodologies used for assets measured at fair value on a recurring basis:

Securities available for sale: The fair values of securities available for sale are determined using quoted market prices, when available (Level 1), or matrix pricing (Level 2). Matrix pricing is a valuation technique widely used in the industry to value debt securities based on their relationship to benchmark securities with quoted market prices.

The following table provides the hierarchy and fair value for each major category of assets and liabilities measured at fair value at June 30, 2026 and December 31, 2025 (in thousands):

Fair Value Measurements Using:

June 30, 2026

Level 1

Level 2

Level 3

Total

Assets Measured at Fair Value:

On a Recurring Basis:

Securities available for sale

$

—

$

237,074

$

—

$

237,074

December 31, 2025

Assets Measured at Fair Value:

On a Recurring Basis:

Securities available for sale

$

—

$

217,837

$

—

$

217,837

28


The Company had no assets or liabilities for which a nonrecurring fair value remeasurement was recognized after initial recognition during thethree and six months ended June 30, 2026 and the year ended December 31, 2025.

Note 11 – FAIR VALUES OF FINANCIAL INSTRUMENTS

The fair value of a financial instrument is the amount at which the asset or obligation could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The fair value of financial instruments fulfills the accounting requirements per the FASB ASC Topic 825 - Financial Instruments. The fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire holdings of a particular financial instrument. Because no market value exists for a significant portion of the financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature, involve uncertainties and matters of judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on financial instruments both on and off the balance sheet without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Additionally, tax consequences related to the realization of the unrealized gains and losses can have a potential effect on fair value estimates and have not been considered in many of the estimates.

The fair value hierarchy level and estimated fair value of financial instruments is summarized as follows (in thousands):

June 30, 2026

December 31, 2025

Fair Value

Carrying

Fair

Carrying

Fair

Hierarchy

Amount

Value

Amount

Value

Assets

Cash and due from banks

Level 1

$

32,211

$

32,211

$

11,148

$

11,148

Interest-bearing deposits-other

Level 1

22,275

22,275

13,523

13,523

Interest-bearing deposits at Federal
Reserve Bank

Level 1

245,869

245,869

130,344

130,344

Interest-bearing time deposits with
other financial institutions

Level 1

4,344

4,344

4,355

4,355

Debt securities available for sale

Level 2

237,074

237,074

217,837

217,837

Loans held for sale

Level 3

—

—

2,330

2,330

Loans held for investment, net

Level 3

2,102,262

2,126,808

2,096,824

2,126,101

Servicing assets

Level 3

1,717

2,701

1,913

2,796

Accrued interest receivable

Level 1

8,248

8,248

8,284

8,284

Liabilities

Time deposits

Level 2

$

272,865

$

272,039

$

283,370

$

283,422

Other deposits(1)

Level 2

2,108,372

2,108,372

1,940,511

1,940,511

Borrowings

Level 2

25,979

25,939

28,976

29,113

Accrued interest payable

Level 1

865

865

1,087

1,087

(1)Includes non-interest bearing deposits, interest bearing checking deposits, savings and money market deposits that have no stated maturities and are assumed to have a fair value equal to the carrying value.

NOTE 12 – SHAREHOLDERS’ EQUITY

Stock Repurchase Program

On March 19, 2026, the Company’s Board of Directors authorized up to $3 million in aggregate consideration for the repurchase of shares in privately-negotiated transactions and in the open market. On March 31, 2026, the authorized stock repurchases concluded with repurchases totaling 44,214 shares at an average price per share of $67.80, excluding brokerage commissions and other execution costs. The stock repurchases resulted in a $3.0 million reduction to the Company’s retained earnings in the three months ended March 31, 2026. All repurchased shares were retired and canceled, returning them to the status of authorized but unissued shares.

29


On April 29, 2026, our Board authorized a stock repurchase program, whereby the Company may repurchase an aggregate amount of up to $10.0 million of shares of its common stock. As of June 30, 2026, no shares of the Company’s common stock were repurchased under the plan.

30


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

All references to “we,” “us,” “our,” or the “Company” means Private Bancorp of America, Inc. and its wholly-owned subsidiary CalPrivate Bank. All references to the “Bank” refer to CalPrivate Bank.

This Quarterly Report on Form 10-Q contains information and statements that are considered “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections, and statements of our beliefs concerning future events, business plans, objectives, expected operating results, and the assumptions upon which those statements are based. Forward-looking statements include without limitation, any statement that may predict, forecast, indicate, or imply future results, performance, or achievements and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” or words or phrases of similar meaning.

We caution that the forward-looking statements are based largely on our expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors, which are, in many instances, beyond our control. Actual results, performance or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements.

The following factors, among others, could cause our financial performance to differ materially from that expressed in such forward-looking statements:

•
The strength of the U.S. economy in general and the strength of the local economies in which we conduct operations;
•
Adverse developments in the banking industry and the potential impact of such developments on customer confidence, liquidity, and regulatory responses to these developments;
•
The effects of, and changes in, trade, monetary, and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System (the “Federal Reserve”);
•
Interest rate, liquidity, economic, market, credit, operational, and inflation risks associated with our business, including the speed and predictability of changes in these risks;
•
Our ability to attract and retain deposits and to access other sources of liquidity, particularly in a higher interest rate environment, and the quality and composition of our deposits;
•
Business and economic conditions generally and in the financial services industry, nationally and within our current and future geographic markets, including the tight labor market, ineffective management of the U.S. federal budget or debt, or turbulence or uncertainty in domestic or foreign financial markets;
•
The effects of concentrations in our loan portfolio, including Small Business Administration (“SBA”) loans, commercial real estate (“CRE”) and the risks of geographic and industry concentrations;
•
Possible credit-related impairments of securities held by us;
•
Changes in the level of our nonperforming assets and charge-offs;
•
The timely development of competitive new products and services and the acceptance of these products and services by new and existing customers;
•
The ability to attract and retain essential personnel or changes in our essential personnel;
•
The impact of changes in financial services policies, laws and regulations, including those concerning taxes, banking, securities and insurance, and the application thereof by regulatory bodies;
•
Compliance risks, including the costs of monitoring, testing, and maintaining compliance with complex laws and regulations;
•
The effectiveness of our risk management framework and quantitative models;

31


•
The effect of changes in accounting policies and practices or accounting standards, as may be adopted from time to time by bank regulatory agencies, the U.S. Securities and Exchange Commission (the “SEC”), the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, or other accounting standards setters;
•
The impact of governmental efforts to restructure or modify the U.S. financial regulatory system;
•
The impact of changes in the Federal Deposit Insurance Corporation (“FDIC”) insurance assessment rate or the rules and regulations related to the calculation of the FDIC insurance assessment amount;
•
Changes in consumer spending, borrowing, and savings habits;
•
Changes in the financial performance and/or condition of our borrowers;
•
Our ability to effectively compete with banks, nonbank financial institutions and financial technology companies and the effects of competition in the financial services industry on our business;
•
The effects of disruptions or instability in the financial system, including as a result of the failure of a financial institution or other participants in it, or geopolitical instability, including war, terrorist attacks, pandemics and man-made and natural disasters;
•
Cybersecurity threats and the cost of defending against them;
•
Uncertainty around, and disruption from, new and emerging technologies, including the adoption and utilization of artificial intelligence (“AI”) and generative AI;
•
Climate change, including the enhanced regulatory, compliance, credit, and reputational risks and costs;
•
Unanticipated regulatory, legal, or judicial proceedings;
•
The one-time and incremental costs of operating as a public company;
•
Our ability to meet our obligations as a public company, including our obligation under Section 404 of the Sarbanes-Oxley Act of 2002; and
•
Our ability to manage the risks involved in the foregoing.

If one or more of the factors affecting our forward-looking information and statements proves incorrect, then our actual results, performance, or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this Quarterly Report on Form 10-Q and other reports and registration statements filed by us with the SEC. Therefore, we caution you not to place undue reliance on our forward-looking information and statements. We will not update the forward-looking information and statements to reflect actual results or changes in the factors affecting the forward-looking information and statements. For information on the factors that could cause actual results to differ from the expectations stated in the forward-looking statements, see Item 1A. Risk Factors of our Registration Statement on Form 10 (File No. 001-43397), initially filed with the SEC on July 13, 2026, as amended by Amendment No. 1, filed with the SEC on July 17, 2026 (together, the “Form 10”), which was declared effective by the SEC on July 29, 2026, and other reports as filed with the SEC.

Forward-looking information and statements should not be viewed as predictions, and should not be the primary basis upon which investors evaluate us. Any investor in our common stock should consider all risks and uncertainties disclosed in our filings with the SEC, all of which are accessible on the SEC’s website at http://www.sec.gov.

General

Management’s discussion and analysis of financial condition and results of operations is intended to provide a better understanding of the significant changes in trends relating to the Company’s financial condition, results of operations, liquidity, and capital resources. This discussion should be read in conjunction with our Form 10, plus the unaudited condensed consolidated financial statements and the notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. The results for the three and six months ended June 30, 2026 are not necessarily indicative of the results expected for the year ending December 31, 2026.

Overview

The Company was incorporated in California in 2015 and is a registered bank holding company headquartered in La Jolla, California. Our wholly owned subsidiary, CalPrivate Bank, was founded in 2006 and is a California state-chartered commercial bank with deposits insured by the FDIC.

32


We are a relationship-based bank that specializes in serving the unique needs of our private banking clients, the businesses they own and operate, and the advisors that serve them. We organize our business development activities and operations around three categories - private banking, business banking, and SBA lending. We leverage our deep understanding of our clients’ banking needs, coupled with innovative technology, to deliver customized banking products and services for our private and business banking clients, which include high-net-worth individuals, real estate entrepreneurs, professionals, closely-held businesses, and for-profit and nonprofit businesses. At June 30, 2026, we served our clients from our seven branches located throughout coastal Southern California, specifically Beverly Hills, Coronado, La Jolla, Montecito, Newport Beach, San Diego and El Segundo, California. At June 30, 2026, we had total assets of $2.7 billion, total deposits of $2.4 billion, and total equity of $285.5 million, and the Bank was considered “well capitalized” for regulatory capital purposes at that date.

Critical Accounting Policies and Estimates

Management has established various accounting policies that govern the application of accounting principles generally accepted in the United States (“GAAP”) in the preparation of our financial statements. Certain accounting policies require management to make estimates and assumptions that involve a significant level of estimation uncertainty and are reasonably likely to have a material impact on the carrying value of certain assets and liabilities as well as the Company’s results of operations, which management considers to be critical accounting policies. The estimates and assumptions management uses are based on historical experience and other factors, which management believes to be reasonable under the circumstances. Actual results could differ significantly from these estimates and assumptions, which could have a material impact on the carrying value of the Company’s assets and liabilities as well as the Company’s results of operations in future reporting periods. The Company’s critical accounting policies consist of the allowance for credit losses and deferred tax assets and income taxes. Please see Item 2. Financial Information in the Company’s Form 10 for additional discussion concerning these critical accounting policies. Also, our significant accounting policies are described in Note 1. Summary of Significant Accounting Policies of the audited consolidated financial statements in our Form 10.

Pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), as an emerging growth company, we can elect to opt out of the extended transition period for adopting any new or revised accounting standards. We have elected to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we will adopt the standard on the application date for public companies.

We have elected to take advantage of certain of the scaled disclosures and other relief under the JOBS Act, and we may take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us under the JOBS Act, so long as we qualify as an emerging growth company.

The following is a discussion of these critical accounting policies and significant estimates that require us to make complex and subjective judgments.

Allowance for Credit Losses

We account for credit losses on loans held for investment under the current expected credit loss (“CECL”) methodology. The allowance for credit losses represents management’s estimate of expected lifetime credit losses in the loan portfolio and expected losses on unfunded lending commitments as of the balance sheet date. The estimate is based on relevant available information, including historical credit loss experience, current portfolio conditions, reasonable and supportable economic forecasts, loan risk characteristics, collateral values, borrower-specific information, and qualitative factors.

For loans that share similar risk characteristics, management estimates expected credit losses on a collective basis using third-party lifetime loss rate models for CRE, commercial business, and consumer loans. The models consider exposure at default, loan attributes, prepayment assumptions, expected utilization assumptions, and reasonable and supportable economic forecasts. Key assumptions include portfolio segmentation, risk ratings, prepayment assumptions, economic scenario weighting, and calibration scalars. The economic scenarios include various projections of gross domestic product, interest rates, property price indices, and employment measures. Scenario weighting and model parameters are reviewed each reporting period and are subject to change as economic conditions, portfolio composition and credit quality change.

Management also applies qualitative adjustments when the model output does not fully capture expected credit losses. These adjustments may reflect management’s assessment of current and expected economic conditions, credit concentrations, collateral-specific risks, regulatory and external factors, model limitations, underwriting changes, portfolio segmentation, and other factors that may affect expected credit losses. Because these judgments are inherently subjective, changes in the underlying assumptions or in management’s assessment of credit risk could materially affect the allowance for credit losses and provision for credit losses.

33


Loans that do not share risk characteristics with other loans are evaluated individually. These loans generally include nonaccrual loans and collateral-dependent loans. For collateral-dependent loans, expected credit losses are measured based on the fair value of the collateral, less estimated costs to sell when applicable. This estimate is sensitive to changes in collateral values, appraisal assumptions, market conditions, expected liquidation timing and estimated selling costs.

The provision for credit losses is directly affected by changes in the allowance for credit losses. The allowance for credit losses is sensitive to changes in portfolio composition, borrower risk ratings, nonaccrual and past due loans, collateral values, charge-off experience, economic forecasts, probability weighting of economic scenarios, qualitative factors and model calibration.

Deferred Tax Assets and Income Taxes

Deferred tax assets and liabilities are recognized for temporary differences between the financial statement carrying amounts of assets and liabilities and their tax bases. Management evaluates deferred tax assets for realizability and records a valuation allowance when, based on available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized. This assessment requires judgment regarding future taxable income, the timing of reversals of temporary differences, tax planning strategies, tax credit utilization, and changes in applicable tax laws and rates.

The estimate is subject to uncertainty because future taxable income, tax law changes, state apportionment, utilization of tax credits and discrete tax items may differ from management’s assumptions. Changes in those assumptions could affect the amount of deferred tax assets recognized and the provision for income taxes.

Non-GAAP Financial Measures

The Company uses certain non-GAAP financial measures to provide meaningful supplemental information regarding the Company’s operational performance and to enhance investors’ overall understanding of such financial performance. Generally, a non-GAAP financial measure is a numerical measure of a company’s financial performance, financial position, or cash flows that exclude (or include) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP. However, these non-GAAP financial measures are supplemental and are not a substitute for an analysis based on GAAP measures and may not be comparable to non-GAAP financial measures that may be presented by other companies. Management believes that these non-GAAP financial measures provide useful information to gain an understanding of the operating results of our core business.

Efficiency Ratio

For the periods presented below, efficiency ratio is a non-GAAP financial measure derived from GAAP-based amounts. This figure is calculated by dividing noninterest expense by total net interest income and noninterest income. Management believes this measure provides investors with useful supplemental information regarding our operating efficiency by showing the portion of revenue used to support noninterest expense.

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars in thousands except per share data)

2026

2025

2026

2025

Efficiency Ratio

Noninterest expense

$

16,863

$

15,689

$

32,543

$

29,744

Net interest income

33,545

30,113

66,154

57,845

Noninterest income

1,001

1,730

2,936

3,343

Total net interest income and noninterest income

$

34,546

$

31,843

$

69,090

$

61,188

Efficiency ratio (non-GAAP)

48.81

%

49.27

%

47.10

%

48.61

%

Pre-tax Pre-Provision Net Revenue

For the periods presented below, pre-tax pre-provision net revenue is a non-GAAP financial measure derived from GAAP-based amounts. This figure is calculated as net interest income plus noninterest income, less noninterest expense, before provision for credit

34


losses and income tax expense. Management believes this measure provides investors with useful supplemental information regarding our ability to generate earnings from operations before the effects of credit loss provisioning and income taxes.

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars in thousands except per share data)

2026

2025

2026

2025

Pretax pre-provision net revenue

Net interest income

$

33,545

$

30,113

$

66,154

$

57,845

Noninterest income

1,001

1,730

2,936

3,343

Total net interest income and noninterest income

34,546

31,843

69,090

61,188

Less: Noninterest expense

16,863

15,689

32,543

29,744

Pretax pre-provision net revenue (non-GAAP)

$

17,683

$

16,154

$

36,547

$

31,444

Return on Average Tangible Common Equity

For the periods presented below, return on average tangible common equity is a non-GAAP financial measure derived from GAAP-based amounts. This figure is calculated by dividing net income, annualized for interim periods, by average tangible common equity, which is average shareholders’ equity less average intangible assets. Management believes this measure provides investors with useful supplemental information regarding returns generated on tangible common equity.

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars in thousands except per share data)

2026

2025

2026

2025

Return on Average Tangible Equity

Net income

$

13,118

$

10,449

$

25,145

$

21,011

Average shareholders’ equity

$

280,149

$

242,235

$

276,032

$

236,517

Less: Average intangible assets

1,819

1,953

1,865

1,953

Average tangible common equity (non-GAAP)

$

278,330

$

240,282

$

274,167

$

234,564

Return on average equity

18.78

%

17.30

%

18.37

%

17.91

%

Return on average tangible common equity (non-GAAP)

18.90

%

17.44

%

18.49

%

18.06

%

Tangible Book Value Per Share

For the periods presented below, tangible book value per share is a non-GAAP financial measure derived from GAAP-based amounts. This figure is calculated by dividing total tangible equity, which is total equity less total intangible assets, by shares outstanding. Management believes this measure provides investors with useful supplemental information regarding the Company’s tangible net asset value on a per share basis.

(Dollars in thousands except per share data)

June 30,
2026

December 31,
2025

Tangible book value per share

Total equity

$

285,516

$

263,964

Less: Total intangible assets

1,717

1,913

Total tangible equity

$

283,799

$

262,051

Shares outstanding

5,725,696

5,728,187

Book value per common share

$

49.87

$

46.08

Tangible book value per share (non-GAAP)

$

49.57

$

45.75

35


Results of Operations

The following is a discussion and analysis of our results of operations for the three and six months ended June 30, 2026 and 2025. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2026.

Net income and Profitability

Net income was $13.1 million for the three months ended June 30, 2026, compared to $10.4 million for the three months ended June 30, 2025. The increase was primarily due to a $3.4 million increase in net interest income and a $1.5 million favorable change in provision for credit losses, partially offset by a $729 thousand decrease in noninterest income, a $1.2 million increase in noninterest expense and a $357 thousand increase in provision for income taxes. Diluted earnings per common share were $2.27 for the three months ended June 30, 2026, compared to $1.77 for the same period in 2025. Return on average assets was 1.99% for the three months ended June 30, 2026, compared to 1.69% for the same period in 2025, and return on average equity was 18.78%, compared to 17.30%. Return on average tangible common equity, a non-GAAP financial measure, was 18.90% for the three months ended June 30, 2026, compared to 17.44% for the same period in 2025. The increases in return on average equity and return on average tangible common equity were primarily due to higher net income, partially offset by growth in average shareholders’ equity and average tangible common equity. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of return on average tangible common equity to the most directly comparable GAAP measure.

Pre-tax pre-provision net revenue, a non-GAAP financial measure, was $17.7 million for the three months ended June 30, 2026, compared to $16.2 million for the three months ended June 30, 2025. The increase was primarily due to higher net interest income, driven by higher interest income from loans and investment securities and lower interest expense on deposits. The increase in net interest income was partially offset by lower noninterest income, primarily due to lower gain on sale of SBA loans, and higher noninterest expense, primarily due to higher compensation and employee benefits. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of pre-tax pre-provision net revenue to the most directly comparable GAAP measure.

Net income was $25.1 million for the six months ended June 30, 2026, compared to $21.0 million for the six months ended June 30, 2025. The increase was primarily due to an $8.3 million increase in net interest income, partially offset by a $223 thousand increase in provision for credit losses, a $407 thousand decrease in noninterest income, a $2.8 million increase in noninterest expense and a $746 thousand increase in provision for income taxes. Diluted earnings per common share were $4.34 for the six months ended June 30, 2026, compared to $3.57 for the same period in 2025. Return on average assets was 1.94% for the six months ended June 30, 2026, compared to 1.71% for the same period in 2025, and return on average equity was 18.37%, compared to 17.91%. Return on average tangible common equity, a non-GAAP financial measure, was 18.49% for the six months ended June 30, 2026, compared to 18.06% for the same period in 2025. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of return on average tangible common equity to the most directly comparable GAAP measure.

Pre-tax pre-provision net revenue, a non-GAAP financial measure, was $36.5 million for the six months ended June 30, 2026, compared to $31.4 million for the six months ended June 30, 2025. The increase was primarily due to higher net interest income, driven by higher interest income from loans and investment securities and lower interest expense on deposits and borrowings. The increase in net interest income was partially offset by lower noninterest income and higher noninterest expense, primarily due to higher compensation and employee benefits and administrative and other expense. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of pre-tax pre-provision net revenue to the most directly comparable GAAP measure.

Net Interest Income

Our primary source of revenue is net interest income, which is the difference between the interest and fees earned on loans and investments (“interest-earning assets”) and the interest paid on deposits and borrowed funds (“interest-bearing liabilities”). Net interest margin is annualized net interest income as a percentage of average interest-earning assets for the period. Net interest income is affected by changes in volume, mix, and rates of interest-earning assets and interest-bearing liabilities, as well as days in a period.

36


Three months ended June 30, 2026 compared to three months ended June 30, 2025

Average Balance Sheet, Interest and Yield/Rate Analysis

The following table presents average balance sheet information, interest income, interest expense and the corresponding average yield earned and rates paid for the periods indicated. The average balances are daily averages and include both performing and nonperforming loans.

For the Three Months Ended

June 30, 2026

June 30, 2025

(Dollars in thousands)

Average
Balance

Interest

Average
Yield/Rate

Average
Balance

Interest

Average
Yield/Rate

Interest-Earning Assets

Deposits in other financial institutions

$

206,162

$

1,953

3.80

%

$

191,701

$

2,184

4.57

%

Investment securities

241,093

2,384

3.96

%

182,772

1,800

3.94

%

Loans, including loans held for sale(1)(2)

2,148,935

39,038

7.29

%

2,069,415

38,004

7.37

%

Total interest-earning assets

2,596,190

43,375

6.70

%

2,443,888

41,988

6.89

%

Noninterest-earning assets

46,930

43,336

Total Assets

$

2,643,120

$

2,487,224

Interest-Bearing Liabilities

Interest bearing demand deposit
accounts, excluding brokered

293,170

319

0.44

%

242,929

814

1.34

%

Savings and money market accounts,
excluding brokered

1,114,162

6,765

2.44

%

1,002,820

7,130

2.85

%

Time deposits, excluding brokered

213,426

1,818

3.42

%

218,900

2,097

3.84

%

Total deposits, excluding brokered

1,620,758

8,902

2.20

%

1,464,649

10,041

2.75

%

Total brokered deposits

49,514

511

4.14

%

120,935

1,335

4.43

%

Total Interest-Bearing Deposits

1,670,272

9,413

2.26

%

1,585,584

11,376

2.88

%

FHLB advances

8,000

83

4.16

%

12,868

139

4.33

%

Other borrowings

17,981

334

7.45

%

17,973

360

8.03

%

Total Interest-Bearing Liabilities

1,696,253

9,830

2.32

%

1,616,425

11,875

2.95

%

Noninterest-bearing deposits

649,135

609,760

Total Funding Sources

2,345,388

9,830

1.68

%

2,226,185

11,875

2.14

%

Noninterest-bearing liabilities

17,583

18,804

Shareholders’ equity

280,149

242,235

Total Liabilities and Shareholders’ Equity

$

2,643,120

$

2,487,224

Net interest income/spread(3)

$

33,545

5.02

%

$

30,113

4.75

%

Net interest margin(4)

5.18

%

4.94

%

(1) Loan balances presented above include both loans held for investment and loans held for sale. Nonaccrual loans are included in total loan balances. No adjustment has been made for these loans in the yield calculations.

(2) Interest income on loans includes amortization of deferred loan fees, net of deferred loan costs, and prepayment penalties.

(3) Net interest spread is the average yield on total interest-earning assets minus the average rate on total interest-bearing liabilities.

(4) Net interest margin is calculated by dividing annualized net interest income by average interest-earning assets.

Net interest income increased $3.4 million, or 11.4%, to $33.5 million for the three months ended June 30, 2026, compared to $30.1 million for the three months ended June 30, 2025. Net interest margin increased 24 basis points to 5.18% for the three months ended June 30, 2026, compared to 4.94% for the same period in 2025. The increase in net interest income was driven by a $1.4 million increase in total interest income and a $2.0 million decrease in total interest expense, primarily due to higher average balances of loans and investment securities, together with lower funding costs, including lower rates paid on deposits and a lower average balance of brokered deposits. The improvement in net interest margin reflected lower funding costs, which more than offset a lower average yield on interest-earning assets.

37


Analysis of Changes in Interest Income and Expenses

Changes in our net interest income are a function of changes in volume and rates of interest-earning assets and interest-bearing liabilities. Changes in net interest income that are not a function of changes in volume and rates of interest-earning assets and interest-bearing liabilities are allocated proportionately to the change due to volume and the change due to rate. The following table presents the impact the volume and rate changes have had on our net interest income for the period indicated. For each category of interest-earning assets and interest-bearing liabilities, we have provided information on changes to our net interest income with respect to:

•
Changes in volume (changes in volume multiplied by the prior period rate);
•
Changes in interest rates (changes in interest rates multiplied by the prior period volume and includes the recognition of discounts/premiums and deferred fees/costs); and
•
The total change or the combined impact of volume and rate changes allocated proportionately to changes in volume and changes in interest rates.

For the Three Months Ended June 30, 2026 to 2025

Variance Due To

(Dollars in thousands)

Volume

Yield/Rate

Total

Interest-Earning Assets:

Deposits in other financial institutions

$

187

$

(418

)

$

(231

)

Investment securities

577

7

584

Loans

1,438

(404

)

1,034

Total interest-earning assets

2,202

(815

)

1,387

Interest-Bearing Liabilities

Interest bearing demand deposit
accounts, excluding brokered

219

(714

)

(495

)

Savings and money market accounts,
excluding brokered

1,159

(1,524

)

(365

)

Time deposits, excluding brokered

(51

)

(228

)

(279

)

Total deposits, excluding brokered

1,327

(2,466

)

(1,139

)

Total brokered deposits

(742

)

(82

)

(824

)

Total Interest-Bearing Deposits

585

(2,548

)

(1,963

)

FHLB advances

(51

)

(5

)

(56

)

Other borrowings

—

(26

)

(26

)

Total Interest-Bearing Liabilities

534

(2,579

)

(2,045

)

Net interest income/margin

$

1,668

$

1,764

$

3,432

Total interest income increased $1.4 million, or 3.3%, to $43.4 million for the three months ended June 30, 2026, compared to $42.0 million for the same period in 2025. The increase was primarily due to higher interest income from loans and investment securities. Interest income on loans increased $1.0 million, reflecting a $79.5 million increase in average loan balances, partially offset by an 8 basis point decrease in loan yield. Interest income on investment securities increased $0.6 million, reflecting a $58.3 million increase in average investment securities balances. These increases were partially offset by a $0.2 million decrease in interest income on deposits in other financial institutions, primarily reflecting a 77 basis point decrease in yield.

Total interest expense decreased $2.0 million, or 17.2%, to $9.8 million for the three months ended June 30, 2026, compared to $11.9 million for the same period in 2025. The decrease was primarily driven by lower deposit costs, including a $0.8 million decrease in interest expense on brokered deposits as average brokered deposits decreased $71.4 million. The total cost of deposits decreased 45 basis points to 1.63% for the three months ended June 30, 2026, compared to 2.08% for the same period in 2025. The decrease in total cost of deposits was primarily due to lower rates paid on interest-bearing deposit products and a reduction in average brokered deposits.

38


Six months ended June 30, 2026 compared to six months ended June 30, 2025

Average Balance Sheet, Interest and Yield/Rate Analysis

The following table presents average balance sheet information, interest income, interest expense and the corresponding average yield earned and rates paid for the periods indicated. The average balances are daily averages and include both performing and nonperforming loans.

For the Six Months Ended

June 30, 2026

June 30, 2025

(Dollars in thousands)

Average
Balance

Interest

Average
Yield/Rate

Average
Balance

Interest

Average
Yield/Rate

Interest-Earning Assets

Deposits in other financial institutions

$

195,563

$

3,738

3.85

%

$

197,273

$

4,382

4.48

%

Investment securities

235,594

5,045

4.28

%

170,328

3,305

3.88

%

Loans, including loans held for sale(1)(2)

2,137,192

77,005

7.27

%

2,073,976

74,569

7.25

%

Total interest-earning assets

2,568,349

85,788

6.74

%

2,441,577

82,256

6.79

%

Noninterest-earning assets

50,084

35,977

Total Assets

$

2,618,433

$

2,477,554

Interest-Bearing Liabilities

Interest bearing demand deposit
accounts, excluding brokered

295,256

895

0.61

%

243,611

1,784

1.48

%

Savings and money market accounts,
excluding brokered

1,086,121

13,043

2.42

%

979,170

13,960

2.88

%

Time deposits, excluding brokered

215,034

3,670

3.44

%

207,699

4,053

3.94

%

Total deposits, excluding brokered

1,596,411

17,608

2.22

%

1,430,480

19,797

2.79

%

Total brokered deposits

55,698

1,165

4.22

%

151,825

3,478

4.62

%

Total Interest-Bearing Deposits

1,652,109

18,773

2.29

%

1,582,305

23,275

2.97

%

FHLB advances

9,160

193

4.25

%

18,464

411

4.49

%

Other borrowings

17,979

668

7.49

%

17,977

725

8.13

%

Total Interest-Bearing Liabilities

1,679,248

19,634

2.36

%

1,618,746

24,411

3.04

%

Noninterest-bearing deposits

644,631

602,126

Total Funding Sources

2,323,879

19,634

1.70

%

2,220,872

24,411

2.22

%

Noninterest-bearing liabilities

18,522

20,165

Shareholders’ equity

276,032

236,517

Total Liabilities and Shareholders’ Equity

$

2,618,433

$

2,477,554

Net interest income/spread(3)

$

66,154

5.04

%

$

57,845

4.57

%

Net interest margin(4)

5.19

%

4.78

%

(1) Loan balances presented above include both loans held for investment and loans held for sale. Nonaccrual loans are included in total loan balances. No adjustment has been made for these loans in the yield calculations.

(2) Interest income on loans includes amortization of deferred loan fees, net of deferred loan costs, and prepayment penalties.

(3) Net interest spread is the average yield on total interest-earning assets minus the average rate on total interest-bearing liabilities.

(4) Net interest margin is calculated by dividing annualized net interest income by average interest-earning assets.

Net interest income increased $8.3 million, or 14.4%, to $66.2 million for the six months ended June 30, 2026, compared to $57.8 million for the six months ended June 30, 2025. Net interest margin increased 41 basis points to 5.19% for the six months ended June 30, 2026, compared to 4.78% for the same period in 2025. The increase in net interest income was driven by a $3.5 million increase in total interest income and a $4.8 million decrease in total interest expense. Total interest income increased primarily due to higher average

39


balances of loans and investment securities and higher yields on investment securities. Total interest expense decreased primarily due to lower rates paid on interest-bearing deposits and a lower average balance of brokered deposits. The improvement in net interest margin reflected lower funding costs, which more than offset a modest decrease in the average yield on interest-earning assets.

Analysis of Changes in Interest Income and Expenses

Changes in our net interest income are a function of changes in volume and rates of interest-earning assets and interest-bearing liabilities. Changes in net interest income that are not a function of changes in volume and rates of interest-earning assets and interest-bearing liabilities are allocated proportionately to the change due to volume and the change due to rate. The following table presents the impact the volume and rate changes have had on our net interest income for the period indicated. For each category of interest-earning assets and interest-bearing liabilities, we have provided information on changes to our net interest income with respect to:

•
Changes in volume (changes in volume multiplied by the prior period rate);
•
Changes in interest rates (changes in interest rates multiplied by the prior period volume and includes the recognition of discounts/premiums and deferred fees/costs); and
•
The total change or the combined impact of volume and rate changes allocated proportionately to changes in volume and changes in interest rates.

For the Six Months Ended June 30, 2026 to 2025

Variance Due To

(Dollars in thousands)

Volume

Yield/Rate

Total

Interest-Earning Assets:

Deposits in other financial institutions

$

(38

)

$

(606

)

$

(644

)

Investment securities

1,370

370

1,740

Loans

2,277

159

2,436

Total interest-earning assets

3,609

(77

)

3,532

Interest-Bearing Liabilities

Interest bearing demand deposit
accounts, excluding brokered

504

(1,393

)

(889

)

Savings and money market accounts,
excluding brokered

2,067

(2,984

)

(917

)

Time deposits, excluding brokered

150

(533

)

(383

)

Total deposits, excluding brokered

2,721

(4,910

)

(2,189

)

Total brokered deposits

(2,034

)

(279

)

(2,313

)

Total Interest-Bearing Deposits

687

(5,189

)

(4,502

)

FHLB advances

(197

)

(21

)

(218

)

Other borrowings

—

(57

)

(57

)

Total Interest-Bearing Liabilities

490

(5,267

)

(4,777

)

Net interest income/margin

$

3,119

$

5,190

$

8,309

Total interest income increased $3.5 million, or 4.3%, to $85.8 million for the six months ended June 30, 2026, compared to $82.3 million for the same period in 2025. The increase was primarily due to higher interest income from loans and investment securities. Interest income on loans increased $2.4 million, reflecting a $63.2 million increase in average loan balances and a 2 basis point increase in loan yield. Interest income on investment securities increased $1.7 million, reflecting a $65.3 million increase in average investment securities balances and a 41 basis point increase in investment securities yield. These increases were partially offset by a $0.6 million decrease in interest income on deposits in other financial institutions, primarily reflecting a 63 basis point decrease in yield.

Total interest expense decreased $4.8 million, or 19.6%, to $19.6 million for the six months ended June 30, 2026, compared to $24.4 million for the same period in 2025. The decrease was primarily driven by lower deposit costs, including a $2.3 million decrease in interest expense on brokered deposits as average brokered deposits decreased $96.1 million. The total cost of deposits decreased 50 basis points to 1.65% for the six months ended June 30, 2026, compared to 2.15% for the same period in 2025. The decrease in total cost of deposits was primarily due to lower rates paid on interest-bearing deposit products and a reduction in average brokered deposits.

40


Provision for Credit Losses

The allowance for credit losses represents management’s estimate of expected credit losses in the loan portfolio and unfunded lending commitments as of the balance sheet date. Factors impacting the allowance for credit losses include the risk characteristics of the loan portfolio, the level of nonperforming loans, net charge-offs, current and historical credit experience, local economic and credit conditions, collateral values, reasonable and supportable economic forecasts, and expected funding of lending commitments. The provision for credit losses is charged or reversed against earnings to maintain the allowance for credit losses at a level management believes is appropriate.

Three months ended June 30, 2026 compared to three months ended June 30, 2025

For the three months ended June 30, 2026, we recorded a reversal of provision for credit losses of $204 thousand, compared to a provision for credit losses of $1.3 million for the three months ended June 30, 2025. The reversal was primarily driven by loan payoffs, improvements in delinquency status and net recoveries of $300 thousand. These factors were partially offset by higher reserves resulting from annual updates to certain CECL model calibration assumptions and qualitative factors, particularly for multifamily and commercial and industrial loans, as well as higher reserves for individually evaluated loans.

Six months ended June 30, 2026 compared to six months ended June 30, 2025

For the six months ended June 30, 2026, we recorded a provision for credit losses of $1.8 million, compared to $1.6 million for the six months ended June 30, 2025. The increase primarily reflected higher levels of past due loans, loan growth, net charge-offs, increased weighting toward the downside economic scenario and annual updates to certain CECL model calibration assumptions and qualitative factors, particularly for multifamily and commercial and industrial loans. These factors were partially offset by loan payoffs, improvements in delinquency status and lower reserves for certain individually evaluated loans.

Noninterest Income

Noninterest income consists primarily of service charges on deposit accounts, net gains on sales of the guaranteed portions of SBA 7(a) loans, servicing income related to loans sold, and other fee income. The level and composition of noninterest income may fluctuate from period to period based on the volume and pricing of SBA loan sales and other fee-generating activities.

Three months ended June 30, 2026 compared to three months ended June 30, 2025

Noninterest income decreased $729 thousand, or 42.1%, to $1.0 million for the three months ended June 30, 2026, compared to $1.7 million for the three months ended June 30, 2025. The decrease was primarily due to lower gain on sale of SBA loans.

The following table presents the major components of our noninterest income for the periods indicated:

Three Months Ended

(Dollars in thousands)

June 30, 2026

June 30, 2025

$ change

% change

Service charges on deposit accounts

$

533

$

591

$

(58

)

(9.8

)%

Gain on sale of SBA loans

4

523

(519

)

(99.2

)%

Servicing income, net

116

168

(52

)

(31.0

)%

Other fees and miscellaneous income

348

448

(100

)

(22.3

)%

Total noninterest income

$

1,001

$

1,730

$

(729

)

(42.1

)%

Service charges on deposit accounts. Service charges on deposit accounts decreased $58 thousand, or 9.8%, to $533 thousand for the three months ended June 30, 2026, compared to $591 thousand for the same period in 2025.

Gain on sale of SBA loans. Gain on sale of SBA loans decreased $519 thousand, or 99.2%, to $4 thousand for the three months ended June 30, 2026, compared to $523 thousand for the same period in 2025. The aggregate principal balance of SBA 7(a) guaranteed portions sold was $3.4 million for the three months ended June 30, 2026, compared to $9.5 million for the same period in 2025. The weighted average premium received was 10.5% for the three months ended June 30, 2026, compared to 10.0% for the same period in 2025. Gain on sale of SBA loans for the three months ended June 30, 2026 was also reduced by a $162 thousand premium reimbursement related to a prior loan sale.

Servicing income, net. Servicing income, net decreased $52 thousand, or 31.0%, to $116 thousand for the three months ended June 30, 2026, compared to $168 thousand for the same period in 2025, primarily due to higher servicing asset amortization, partially offset by higher servicing fee income.

41


Other fees and miscellaneous income. Other fees and miscellaneous income decreased $100 thousand, or 22.3%, to $348 thousand for the three months ended June 30, 2026, compared to $448 thousand for the same period in 2025, primarily due to lower loan referral fees and other non-customer income.

Six months ended June 30, 2026 compared to six months ended June 30, 2025

Noninterest income decreased $407 thousand, or 12.2%, to $2.9 million for the six months ended June 30, 2026, compared to $3.3 million for the six months ended June 30, 2025. The decrease was primarily due to lower other fees and miscellaneous income and lower gain on sale of SBA loans.

The following table presents the major components of our noninterest income for the periods indicated:

Six Months Ended

(Dollars in thousands)

June 30, 2026

June 30, 2025

$ change

% change

Service charges on deposit accounts

$

1,077

$

1,148

$

(71

)

(6.2

)%

Gain on sale of SBA loans

911

992

(81

)

(8.2

)%

Servicing income, net

270

305

(35

)

(11.5

)%

Other fees and miscellaneous income

678

898

(220

)

(24.5

)%

Total noninterest income

$

2,936

$

3,343

$

(407

)

(12.2

)%

Service charges on deposit accounts. Service charges on deposit accounts decreased $71 thousand, or 6.2%, to $1.1 million for the six months ended June 30, 2026, compared to $1.1 million for the same period in 2025.

Gain on sale of SBA loans. Gain on sale of SBA loans decreased $81 thousand, or 8.2%, to $911 thousand for the six months ended June 30, 2026, compared to $992 thousand for the same period in 2025. The aggregate principal balance of SBA 7(a) guaranteed portions sold was approximately $19.5 million for the six months ended June 30, 2026, compared to approximately $17.8 million for the same period in 2025. Gain on sale of SBA loans for the six months ended June 30, 2026 was reduced by the $162 thousand premium reimbursement recognized during the second quarter of 2026.

Servicing income, net. Servicing income, net decreased $35 thousand, or 11.5%, to $270 thousand for the six months ended June 30, 2026, compared to $305 thousand for the same period in 2025, primarily due to higher servicing asset amortization and lower servicing fees on non-real estate secured loans, partially offset by higher servicing fees on commercial and industrial loans.

Other fees and miscellaneous income. Other fees and miscellaneous income decreased $220 thousand, or 24.5%, to $678 thousand for the six months ended June 30, 2026, compared to $898 thousand for the same period in 2025, primarily due to lower loan referral fees and other non-customer income.

Noninterest Expense

Noninterest expense consists primarily of compensation and employee benefits, occupancy and equipment expense, data processing expense, professional services, and other operating expenses. The level and composition of noninterest expense are influenced by the Company’s staffing levels, investments in technology and infrastructure, professional services needs, and other costs associated with operating and growing the business.

Noninterest expense was $16.9 million for the three months ended June 30, 2026, compared to $15.7 million for the three months ended June 30, 2025. Noninterest expense as a percentage of average assets was 2.56% for the three months ended June 30, 2026, compared to 2.53% for the same period in 2025. The efficiency ratio, a non-GAAP financial measure, was 48.81% for the three months ended June 30, 2026, compared to 49.27% for the same period in 2025. The improvement in the efficiency ratio was primarily due to growth in net interest income that outpaced the increase in noninterest expense and the decrease in noninterest income. The Company continues to invest in people, processes and technology to scale the business and enhance its capabilities. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of this measure to the most directly comparable GAAP measure.

Noninterest expense was $32.5 million for the six months ended June 30, 2026, compared to $29.7 million for the six months ended June 30, 2025. Noninterest expense as a percentage of average assets was 2.51% for the six months ended June 30, 2026, compared to 2.42% for the same period in 2025. The efficiency ratio, a non-GAAP financial measure, was 47.10% for the six months ended June 30, 2026, compared to 48.61% for the same period in 2025. The improvement in the efficiency ratio was primarily due to growth in net interest income that outpaced the increase in noninterest expense and the decrease in noninterest income. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of this measure to the most directly comparable GAAP measure.

42


Three months ended June 30, 2026 compared to three months ended June 30, 2025

Noninterest expense increased $1.2 million, or 7.5%, to $16.9 million for the three months ended June 30, 2026, compared to $15.7 million for the three months ended June 30, 2025. The increase was primarily due to higher compensation and employee benefits, director compensation and expenses and professional services, reflecting continued investment in personnel and capabilities to support the Company’s growth and scale the business, as well as costs associated with becoming an SEC reporting company and listing the Company’s common stock on NASDAQ.

The following table presents the primary components of our noninterest expense for the periods indicated:

Three Months Ended

(Dollars in thousands)

June 30, 2026

June 30, 2025

$ change

% change

Compensation and employee benefits

$

11,142

$

10,319

$

823

8.0

%

Occupancy and equipment

876

840

36

4.3

%

Data processing

1,491

1,396

95

6.8

%

Professional services

1,061

939

122

13.0

%

Director compensation and expenses

352

221

131

59.3

%

Regulatory assessments

348

338

10

3.0

%

Administrative and other expense

1,593

1,636

(43

)

(2.6

%)

Total noninterest expense

$

16,863

$

15,689

$

1,174

7.5

%

Compensation and employee benefits. Compensation and employee benefits increased $823 thousand, or 8.0%, to $11.1 million for the three months ended June 30, 2026, compared to $10.3 million for the same period in 2025. The increase was primarily due to higher salaries and employee-related costs, reflecting continued investment in personnel and capabilities to support the Company’s growth and scale the business.

Occupancy and equipment. Occupancy and equipment expense increased $36 thousand, or 4.3%, to $876 thousand for the three months ended June 30, 2026, compared to $840 thousand for the same period in 2025.

Data processing. Data processing expense increased $95 thousand, or 6.8%, to $1.5 million for the three months ended June 30, 2026, compared to $1.4 million for the same period in 2025.

Professional services. Professional services expense increased $122 thousand, or 13.0%, to $1.1 million for the three months ended June 30, 2026, compared to $939 thousand for the same period in 2025. The increase was primarily due to higher legal fees associated with the Company’s initiative to become an SEC reporting company and list its common stock on NASDAQ, partially offset by lower consulting and other professional fees.

Director compensation and expenses. Director compensation and expenses increased $131 thousand, or 59.3%, to $352 thousand for the three months ended June 30, 2026, compared to $221 thousand for the same period in 2025. The increase was primarily due to a change in the compensation structure for the Chair of both the Board and Bank Board. In 2025, compensation for services provided by the Chair as a non-employee director was paid separately under the Director Services Agreement and recognized in professional services. Following the expiration of that agreement, compensation for those services is included in director fees in 2026. The increase also reflected higher expenses related to director travel and attendance at Board and Bank Board meetings.

Regulatory assessments. Regulatory assessments increased $10 thousand, or 3.0%, to $348 thousand for the three months ended June 30, 2026, compared to $338 thousand for the same period in 2025. Regulatory assessments principally consist of FDIC deposit insurance and state regulatory assessments. The increase primarily reflected growth in the Bank’s regulatory assessment bases.

Administrative and other expense. Administrative and other expense decreased $43 thousand, or 2.6%, to $1.6 million for the three months ended June 30, 2026, compared to $1.6 million for the same period in 2025. The decrease was primarily due to lower loan collection costs, partially offset by higher subscription expense and other operating costs.

Six months ended June 30, 2026 compared to six months ended June 30, 2025

Noninterest expense increased $2.8 million, or 9.4%, to $32.5 million for the six months ended June 30, 2026, compared to $29.7 million for the six months ended June 30, 2025. The increase was primarily due to higher compensation and employee benefits, administrative and other expense and professional services, reflecting continued investment in personnel and capabilities to support the Company’s growth and scale the business, as well as costs associated with becoming an SEC reporting company and listing the Company’s common stock on NASDAQ.

43


The following table presents the primary components of our noninterest expense for the periods indicated:

Six Months Ended

(Dollars in thousands)

June 30, 2026

June 30, 2025

$ change

% change

Compensation and employee benefits

$

21,953

$

20,067

$

1,886

9.4

%

Occupancy and equipment

1,734

1,684

50

3.0

%

Data processing

2,860

2,722

138

5.1

%

Professional services

1,671

1,447

224

15.5

%

Director compensation and expenses

630

511

119

23.3

%

Regulatory assessments

742

706

36

5.1

%

Administrative and other expense

2,953

2,607

346

13.3

%

Total noninterest expense

$

32,543

$

29,744

$

2,799

9.4

%

Compensation and employee benefits. Compensation and employee benefits increased $1.9 million, or 9.4%, to $22.0 million for the six months ended June 30, 2026, compared to $20.1 million for the same period in 2025. The increase was primarily due to higher salaries and employee-related costs, reflecting continued investment in personnel and capabilities to support the Company’s growth and scale the business.

Occupancy and equipment. Occupancy and equipment expense increased $50 thousand, or 3.0%, to $1.7 million for the six months ended June 30, 2026, compared to $1.7 million for the same period in 2025.

Data processing. Data processing expense increased $138 thousand, or 5.1%, to $2.9 million for the six months ended June 30, 2026, compared to $2.7 million for the same period in 2025.

Professional services. Professional services expense increased $224 thousand, or 15.5%, to $1.7 million for the six months ended June 30, 2026, compared to $1.4 million for the same period in 2025. The increase was primarily due to higher legal fees associated with the Company’s initiative to become an SEC reporting company and list its common stock on NASDAQ, partially offset by lower consulting and other professional fees.

Director compensation and expenses. Director compensation and expenses increased $119 thousand, or 23.3%, to $630 thousand for the six months ended June 30, 2026, compared to $511 thousand for the same period in 2025. The increase was primarily due to a change in the compensation structure for the Chair of both the Board and Bank Board. In 2025, compensation for services provided by the Chair as a non-employee director was paid separately under the Director Services Agreement and recognized in professional services. Following the expiration of that agreement, compensation for those services is included in director fees in 2026. The increase also reflected higher expenses related to director travel and attendance at Board and Bank Board meetings.

Regulatory assessments. Regulatory assessments increased $36 thousand, or 5.1%, to $742 thousand for the six months ended June 30, 2026, compared to $706 thousand for the same period in 2025. Regulatory assessments principally consist of FDIC deposit insurance and state regulatory assessments. The increase primarily reflected growth in the Bank’s regulatory assessment bases.

Administrative and other expense. Administrative and other expense increased $346 thousand, or 13.3%, to $3.0 million for the six months ended June 30, 2026, compared to $2.6 million for the same period in 2025. The increase was primarily due to higher subscription, OREO-related, and travel and lodging expenses, partially offset by lower loan collection costs.

Provision for Income Tax Expense

The Company is subject to federal income taxes and state and local income taxes, primarily California franchise taxes. The Company’s effective tax rate generally differs from the federal statutory income tax rate primarily due to California state income taxes, tax credits, and other permanent and discrete tax items.

Three months ended June 30, 2026 compared to three months ended June 30, 2025

Provision for income tax expense was $4.8 million for the three months ended June 30, 2026, compared to $4.4 million for the three months ended June 30, 2025. The effective tax rate was 26.7% for the three months ended June 30, 2026, compared to 29.7% for the same period in 2025. The decrease in the effective tax rate was primarily due to discrete tax benefits associated with equity compensation.

44


Six months ended June 30, 2026 compared to six months ended June 30, 2025

Provision for income tax expense was $9.6 million for the six months ended June 30, 2026, compared to $8.8 million for the six months ended June 30, 2025. The effective tax rate was 27.6% for the six months ended June 30, 2026, compared to 29.6% for the same period in 2025. The decrease in the effective tax rate was primarily due to discrete tax benefits associated with equity compensation.

Financial Condition

The following table summarizes selected components of our balance sheet as of the periods indicated:

(Dollars in thousands)

June 30, 2026

December 31, 2025

Total assets

$

2,708,302

$

2,535,057

Total loans, including loans held for sale

$

2,132,724

$

2,128,477

Total investment securities

$

237,074

$

217,837

Total deposits

$

2,381,237

$

2,223,881

Total borrowings

$

25,979

$

28,976

Total shareholders’ equity

$

285,516

$

263,964

Total Assets

Total assets were $2.71 billion at June 30, 2026, compared to $2.54 billion at December 31, 2025, an increase of $173.2 million, or 6.8%. The increase was primarily due to a $145.3 million increase in cash and cash equivalents, a $19.2 million increase in investment securities available for sale, a $6.6 million increase in loans held for investment and a $5.1 million increase in other real estate owned. The increase in cash and cash equivalents was primarily driven by deposit growth during the period. Investment securities available for sale increased $19.2 million, or 8.8%, to $237.1 million at June 30, 2026, compared to $217.8 million at December 31, 2025, primarily reflecting securities purchases partially offset by principal paydowns.

Loan Portfolio

Our loan portfolio is our largest category of earning assets and typically provides higher yields than other types of earning assets. These higher yields are accompanied by inherent credit risk, which we seek to manage through disciplined underwriting, ongoing portfolio monitoring and active credit administration.

Total loans, consisting of loans held for investment and loans held for sale, were $2.13 billion at June 30, 2026 and December 31, 2025. Loans held for investment were $2.13 billion at June 30, 2026, an increase of $6.6 million, or 0.3%, from December 31, 2025. The increase was primarily due to growth in CRE loans, particularly multifamily loans, partially offset by a decrease in commercial business loans, primarily commercial and industrial (“C&I”) loans.

During the second quarter of 2026, loans held for investment decreased $8.2 million, or 0.4%, from March 31, 2026, as elevated maturities and prepayments more than offset strong loan origination volume. The decrease during the quarter primarily reflected lower SBA 504, owner-occupied CRE and C&I balances, partially offset by increases in investor-owned CRE, single-family-secured and multifamily loans. We continue to emphasize disciplined pricing, credit quality and loan retention while balancing loan growth against appropriate risk-adjusted returns.

45


The following table presents the balance and percentage of each major loan category within our portfolio as of the dates indicated:

June 30, 2026

December 31, 2025

(Dollars in thousands)

Amount

% of Loans

Amount

% of Loans

CRE:

Investor owned

$

570,865

26.8

%

$

577,730

27.1

%

Owner occupied

223,442

10.5

%

236,623

11.1

%

Multifamily

184,005

8.6

%

155,941

7.3

%

Secured by single family

205,365

9.6

%

198,743

9.3

%

Land and construction

48,782

2.3

%

47,029

2.2

%

SBA secured by real estate

409,467

19.2

%

403,609

19.0

%

Total CRE

1,641,926

77.0

%

1,619,675

76.1

%

Commercial business:

C&I

453,854

21.3

%

471,526

22.2

%

SBA non-real estate secured

34,935

1.6

%

32,853

1.5

%

Total commercial business

488,789

22.9

%

504,379

23.7

%

Consumer

2,009

0.1

%

2,093

0.1

%

Total loans held for investment

2,132,724

100.0

%

2,126,147

99.9

%

Loans held for sale

—

—

2,330

0.1

%

Total loans

$

2,132,724

100.0

%

$

2,128,477

100.0

%

Our loan portfolio is concentrated in CRE and commercial business lending, including SBA 7(a) and SBA 504 loans. CRE loans represented 77.0% and 76.1% of total loans at June 30, 2026 and December 31, 2025, respectively. Commercial business loans represented 22.9% and 23.7% of total loans at those same dates. Consumer loans represented less than 1.0% of loans held for investment for each period presented. We generally sell the guaranteed portion of SBA 7(a) loans in the secondary market when market conditions are favorable.

The following table presents the CRE loan balance and associated percentage of CRE concentrations by collateral type, as of the dates indicated:

June 30, 2026

(Dollars in thousands)

Loan Balance

% of CRE

Office

$

170,139

10.4

%

Retail

166,209

10.1

%

Hotel and motel

151,415

9.2

%

Multifamily

178,288

10.9

%

Single family

209,561

12.8

%

Industrial

278,899

17.0

%

Mixed use

146,597

8.9

%

Land

41,802

2.5

%

Medical

10,428

0.6

%

Commercial and other

288,588

17.6

%

Total

$

1,641,926

100.0

%

46


December 31, 2025

(Dollars in thousands)

Loan Balance

% of CRE

Office

$

173,196

10.7

%

Retail

144,620

8.9

%

Hotel and motel

153,792

9.5

%

Multifamily

167,969

10.4

%

Single family

204,713

12.6

%

Industrial

238,232

14.7

%

Mixed use

174,678

10.8

%

Land

39,190

2.4

%

Medical

11,446

0.7

%

Commercial and other

311,839

19.3

%

Total

$

1,619,675

100.0

%

The following table presents the total number of loans, total loan balances and average loan size of investor-owned CRE concentrations by collateral type along with the percentage of the total CRE portfolio as of the dates indicated.

June 30, 2026

(Dollars in thousands)

Number of loans

Loan Balance

Average Loan Size

% of CRE Loans

Investor-owned CRE:

Office

17

$

67,629

$

3,978

4.1

%

Retail

34

91,338

2,686

5.6

%

Hotel and motel

14

116,486

8,320

7.1

%

Industrial

32

114,938

3,592

7.0

%

Mixed use

26

84,693

3,257

5.2

%

Land

1

2,603

2,603

0.2

%

Medical

4

8,216

2,054

0.5

%

Commercial and other

46

84,962

1,847

5.2

%

Total investor-owned CRE

174

$

570,865

3,281

34.8

%

December 31, 2025

(Dollars in thousands)

Number of loans

Loan Balance

Average Loan Size

% of CRE Loans

Investor-owned CRE:

Office

17

$

70,619

$

4,154

4.4

%

Retail

29

79,181

2,730

4.9

%

Hotel and motel

16

121,922

7,620

7.5

%

Industrial

28

64,126

2,290

4.0

%

Mixed use

32

129,054

4,033

8.0

%

Land

1

2,642

2,642

0.2

%

Medical

4

8,544

2,136

0.5

%

Commercial and other

53

101,642

1,918

6.3

%

Total investor-owned CRE

180

$

577,730

3,210

35.7

%

47


The following table presents the balance, associated percentage of real estate loan concentrations and total count of CRE loans collateralized by properties outside of California as of the dates indicated:

June 30, 2026

(Dollars in thousands)

Loan Balance

% of Loans
Collateralized
by non-CA
Property

% of CRE

# of Loans

Office

$

12,238

8.9

%

0.7

%

8

Retail

12,478

9.1

%

0.8

%

4

Hotel and motel

8,849

6.5

%

0.5

%

3

Multifamily

1,058

0.8

%

0.1

%

1

Single family

17,946

13.1

%

1.1

%

16

Industrial

28,054

20.5

%

1.7

%

7

Mixed use

6,482

4.7

%

0.4

%

1

Commercial and other

49,961

36.4

%

3.0

%

33

Total

$

137,066

100.0

%

8.3

%

73

December 31, 2025

(Dollars in thousands)

Loan Balance

% of Loans
Collateralized
by non-CA
Property

% of CRE

# of Loans

Office

$

9,505

8.3

%

0.6

%

8

Retail

2,782

2.4

%

0.2

%

4

Hotel and motel

8,891

7.7

%

0.5

%

3

Multifamily

1,067

0.9

%

0.1

%

1

Single family

21,227

18.5

%

1.3

%

14

Industrial

7,292

6.3

%

0.5

%

8

Mixed use

6,480

5.6

%

0.4

%

1

Land

1,932

1.7

%

0.1

%

1

Commercial and other

55,748

48.6

%

3.4

%

37

Total

$

114,924

100.0

%

7.1

%

77

Our lending activities are concentrated primarily in California, particularly coastal Southern California. At June 30, 2026 and December 31, 2025, 8.3% and 7.1%, respectively, of our CRE loans were collateralized by properties located outside California. We monitor geographic concentrations as part of our credit risk management process and maintain internal limits and reporting designed to identify changes in the geographic distribution of the portfolio.

48


The following table sets forth the contractual maturities of our loans held for investment as of the dates indicated. Contractual maturities are based on scheduled repayment dates and do not reflect expected prepayments, renewals or extensions.

June 30, 2026

(Dollars in thousands)

Due in 1 year
or less

Due after 1
year through
5 years

Due after 5
years through
15 years

Due after 15
years

Total

CRE:

Investor owned

$

81,805

$

318,235

$

170,825

$

—

$

570,865

Owner occupied

19,073

80,493

110,099

13,777

223,442

Multifamily

48,538

94,317

39,522

1,628

184,005

Secured by single family

103,635

63,779

26,543

11,408

205,365

Land and construction

28,800

17,397

2,585

—

48,782

SBA secured by real estate

9,632

19

4,939

394,877

409,467

Commercial business:

C&I

307,651

119,966

26,237

—

453,854

SBA non-real estate secured

1,323

1,682

31,930

—

34,935

Consumer

911

497

593

8

2,009

Total Loans

$

601,368

$

696,385

$

413,273

$

421,698

$

2,132,724

December 31, 2025

(Dollars in thousands)

Due in 1 year
or less

Due after 1
year through
5 years

Due after 5
years through
15 years

Due after 15
years

Total

CRE:

Investor owned

$

98,999

$

262,288

$

216,443

$

—

$

577,730

Owner occupied

32,860

76,236

113,448

14,079

236,623

Multifamily

39,165

74,121

42,050

605

155,941

Secured by single family

76,666

68,514

41,235

12,328

198,743

Land and construction

45,371

1,658

—

—

47,029

SBA secured by real estate

12,660

313

5,012

385,624

403,609

Commercial business:

C&I

314,173

131,882

25,471

—

471,526

SBA non-real estate secured

121

1,734

30,317

681

32,853

Consumer

903

549

634

7

2,093

Total Loans

$

620,918

$

617,295

$

474,610

$

413,324

$

2,126,147

The following table presents the fixed-rate and floating- or adjustable-rate composition of our loans held for investment as of the dates indicated:

June 30, 2026

(Dollars in thousands)

Fixed Interest Rates

Floating or Adjustable Rates

Total

CRE:

Investor owned

$

317,025

$

253,840

$

570,865

Owner occupied

73,087

150,355

223,442

Multifamily

110,272

73,733

184,005

Secured by single family

75,413

129,952

205,365

Land and construction

20,566

28,216

48,782

SBA secured by real estate

9,632

399,835

409,467

Commercial business:

C&I

89,297

364,557

453,854

SBA non-real estate secured

1,305

33,630

34,935

Consumer

594

1,415

2,009

Total Loans

$

697,191

$

1,435,533

$

2,132,724

49


December 31, 2025

(Dollars in thousands)

Fixed Interest Rates

Floating or Adjustable Rates

Total

CRE:

Investor owned

$

296,573

$

281,157

$

577,730

Owner occupied

73,191

163,432

236,623

Multifamily

90,365

65,576

155,941

Secured by single family

72,894

125,849

198,743

Land and construction

16,444

30,585

47,029

SBA secured by real estate

12,660

390,949

403,609

Commercial business:

C&I

125,737

345,789

471,526

SBA non-real estate secured

121

32,732

32,853

Consumer

634

1,459

2,093

Total Loans

$

688,619

$

1,437,528

$

2,126,147

A substantial portion of our loan portfolio consists of floating- or adjustable-rate loans. Floating- and adjustable-rate loans may reprice as market interest rates change, which can affect interest income, borrower debt service requirements, and credit risk. We monitor the interest rate characteristics of the loan portfolio as part of our overall asset-liability management and credit risk management processes.

Asset Quality

Our primary objective is to maintain strong asset quality through disciplined underwriting, active credit administration and ongoing portfolio monitoring. We assign risk ratings to loans at origination based on the underlying characteristics of the transaction, including borrower strength, repayment capacity, collateral cash flow, and collateral coverage. As part of our internal periodic loan review, risk ratings are reviewed and updated as new information becomes available, including updated borrower financial information, collateral performance, payment patterns, delinquency status, and changes in collateral condition. Particular emphasis is placed on the commercial portfolio, where risk assessments are reevaluated through ongoing review of commercial property operating statements, borrower financial statements, payment performance, delinquencies, and tax and insurance compliance. Assigned risk ratings are an integral part of management’s assessment of the adequacy of the allowance for credit losses. Like other financial institutions, we are subject to the risk that our loan portfolio may experience increased credit pressure due to changes in borrower performance, collateral values, market conditions, or general economic conditions.

Nonperforming Assets

Nonperforming assets consist of nonperforming loans and other real estate owned (“OREO”). Loans are generally placed on nonaccrual status when reasonable doubt exists as to the full and timely collection of principal or interest, or when a loan becomes contractually past due 90 days or more, unless the loan is both well secured and in the process of collection. When a loan is placed on nonaccrual status, previously accrued but uncollected interest is reversed against current period interest income. Income on nonaccrual loans is subsequently recognized only to the extent cash is received and collection of the remaining principal is probable. A loan is returned to accrual status when it is brought current as to principal and interest and, in management’s judgment, the borrower has demonstrated a sustained ability to perform and the loan is estimated to be fully collectible.

50


The following table provides details of our nonperforming assets and related asset quality ratios as of the dates indicated:

(Dollars in thousands)

June 30, 2026

December 31, 2025

Nonaccrual loans

CRE:

Investor owned

$

—

$

1,577

Owner occupied

2,107

2,107

Multifamily

—

—

Secured by single family

17,198

12,758

Land and construction

1,699

1,699

SBA secured by real estate

1,875

4,572

Commercial business:

C&I

1,270

16,048

SBA non-real estate secured

2,745

3,466

Consumer

—

—

Total nonaccrual loans

26,894

42,227

Loans past due 90 days or more and still accruing

CRE:

Investor owned

—

—

Owner occupied

—

—

Multifamily

—

—

Secured by single family

—

—

Land and construction

—

—

SBA secured by real estate

—

—

Commercial business:

C&I

—

—

SBA non-real estate secured

—

—

Consumer

—

—

Total loans past due 90 days or more and still accruing

—

—

Total nonperforming loans

26,894

42,227

Other real estate owned

13,637

8,568

Total nonperforming assets

$

40,531

$

50,795

Allowance for loan losses to nonaccrual loans

113.27

%

69.44

%

Nonperforming loans to total loans held-for-investment

1.26

%

1.99

%

Nonperforming assets to total assets

1.50

%

2.00

%

Total assets

2,708,302

2,535,057

Total loans held for investment

2,132,724

2,126,147

Allowance for loan losses

30,462

29,323

Total nonperforming assets were $40.5 million, or 1.50% of total assets, at June 30, 2026, compared to $50.8 million, or 2.00% of total assets, at December 31, 2025. The $10.3 million, or 20.2%, decrease was driven by a $15.3 million decrease in nonperforming loans, partially offset by a $5.1 million increase in OREO. The increase in OREO primarily reflected the transfer of a $4.6 million nonperforming loan to OREO during the second quarter of 2026. Nonperforming loans decreased to $26.9 million, or 1.26% of loans held for investment, at June 30, 2026, compared to $42.2 million, or 1.99% of loans held for investment, at December 31, 2025.

As of June 30, 2026, specific reserves of $1.8 million were held against nonaccrual loan balances of $4.0 million. The remaining $22.9 million of nonaccrual loans were collateral-dependent and did not require specific reserves because the underlying collateral values supported the respective loan balances.

Potential Problem Loans

We utilize a risk grading system to evaluate the credit quality of our loan portfolio and to assist in assessing the adequacy of the allowance for credit losses. All loans are assigned a risk category at origination, and risk ratings are reviewed and updated as new information becomes available. Our primary risk ratings include Pass, Special Mention, Substandard, Doubtful, and Loss.

51


Loans graded Substandard, Doubtful, or Loss are collectively referred to as classified loans. Loans graded Special Mention, Substandard, Doubtful, or Loss are collectively referred to as criticized loans.

The following tables show our levels of classified and special mention loans as of the dates indicated:

June 30, 2026

(Dollars in thousands)

Special Mention

Substandard

Doubtful

Loss

Total

CRE:

Investor owned

$

—

$

2,463

$

—

$

—

$

2,463

Owner occupied

—

10,084

—

—

10,084

Multifamily

—

—

—

—

—

Secured by single family

—

18,753

—

—

18,753

Land and construction

—

1,699

—

—

1,699

SBA secured by real estate

6,428

9,624

—

—

16,052

Commercial business:

C&I

538

5,525

—

—

6,063

SBA non-real estate secured

—

2,857

—

—

2,857

Consumer

—

—

—

—

—

Total Loans

$

6,966

$

51,005

$

—

$

—

$

57,971

December 31, 2025

(Dollars in thousands)

Special Mention

Substandard

Doubtful

Loss

Total

CRE:

Investor owned

$

—

$

4,461

$

—

$

—

$

4,461

Owner occupied

—

10,162

—

—

10,162

Multifamily

—

—

—

—

—

Secured by single family

—

13,110

—

—

13,110

Land and construction

—

1,699

—

—

1,699

SBA secured by real estate

8,516

9,652

—

—

18,168

Commercial business:

C&I

391

19,195

2,410

—

21,996

SBA non-real estate secured

—

3,586

—

—

3,586

Consumer

—

—

—

—

—

Total Loans

$

8,907

$

61,865

$

2,410

$

—

$

73,182

Criticized loans were $58.0 million at June 30, 2026, compared to $73.2 million at December 31, 2025. Classified loans were $51.0 million at June 30, 2026, compared to $64.3 million at December 31, 2025, while Special Mention loans decreased to $7.0 million from $8.9 million over the same period. The decrease in criticized and classified loans primarily reflected payments, paydowns and other credit resolutions, including reductions in classified commercial and industrial loans and the transfer to OREO of a $4.6 million SBA real estate-secured loan that was classified as Substandard and on nonaccrual status at December 31, 2025, partially offset by increases in certain other classified loans. There were no loans classified as Doubtful or Loss at June 30, 2026.

Allowance for Credit Losses

The allowance for credit losses is a valuation allowance for management’s estimate of expected credit losses in the loan portfolio as of the balance sheet date. The allowance is established through a provision for credit losses charged to earnings. Loans are charged against the allowance for credit losses when management believes the collectability of the principal is unlikely. Subsequent recoveries of previously charged-off amounts are credited to the allowance for credit losses.

Our allowance for credit losses methodology is based on the CECL accounting standard. We estimate the allowance for credit losses using a methodology that considers historical loss experience, current conditions, and reasonable and supportable forecasts over the contractual life of the loans. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. The total allowance for credit losses is available to absorb losses from any loan in the portfolio.

52


The following table presents management’s allocation of the allowance for credit losses by loan category as of the dates indicated:

June 30, 2026

December 31, 2025

(Dollars in thousands)

Balance

% of Total

Balance

% of Total

Collectively Evaluated
Reserve:

CRE:

Investor owned

$

8,100

26.6

%

$

8,358

28.5

%

Owner occupied

2,230

7.3

%

2,194

7.5

%

Multifamily

2,777

9.1

%

1,610

5.5

%

Secured by single family

2,567

8.4

%

2,672

9.1

%

Land and construction

561

1.8

%

621

2.1

%

SBA secured by real
estate

4,464

14.7

%

4,248

14.5

%

Commercial business:

C&I

6,961

22.9

%

6,592

22.5

%

SBA non-real estate secured

1,021

3.4

%

809

2.8

%

Consumer

31

0.1

%

24

0.1

%

Total Collectively Evaluated

28,712

94.3

%

27,128

92.5

%

Individually Evaluated Reserve:

CRE

—

0.0

%

—

0.0

%

Commercial business

1,750

5.7

%

2,195

7.5

%

Consumer

—

0.0

%

—

0.0

%

Total individually evaluated

1,750

5.7

%

2,195

7.5

%

Allowance for loan losses

$

30,462

100.0

%

$

29,323

100.0

%

The allowance for loan losses was $30.5 million, or 1.43% of loans held for investment, at June 30, 2026, compared to $29.3 million, or 1.38% of loans held for investment, at December 31, 2025. The increase primarily reflected higher collectively evaluated reserves, including higher reserves for multifamily and commercial and industrial loans. The increase was driven by higher levels of past due loans and increased weighting toward the downside economic scenario during the first quarter of 2026, as well as annual updates to certain CECL model calibration assumptions and qualitative factors during the second quarter of 2026, particularly for multifamily and commercial and industrial loans. These increases were partially offset by improved delinquency trends during the second quarter and lower reserves for individually evaluated loans, primarily reflecting loan paydowns and other credit resolutions.

53


The following table provides information on the activity within the allowance for loan losses as of and for the periods indicated:

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

(Dollars in thousands)

Balance

Balance

Balance

Balance

Loans held for investment

$

2,132,724

$

2,081,063

$

2,132,724

$

2,081,063

Allowance for loan losses (Beginning of Period)

$

30,236

$

26,437

$

29,323

$

27,267

Cumulative effect of change in accounting principle

—

—

—

—

Net (charge-offs) recoveries:

CRE:

Investor owned

—

—

—

—

Owner occupied

—

—

—

—

Multifamily

—

—

—

—

Secured by single family

—

—

—

—

Land and construction

—

—

—

—

SBA secured by real estate

—

—

—

—

Commercial business:

—

—

C&I

299

—

(677

)

(1,290

)

SBA non-real estate secured

—

—

(137

)

—

Consumer

—

—

—

—

Net (charge-offs) recoveries:

299

—

(814

)

(1,290

)

Provision for (reversal of) loan losses

(73

)

1,741

1,953

2,201

Allowance for loan losses

$

30,462

$

28,178

$

30,462

$

28,178

Allowance for loan losses to loans held for investment

1.43

%

1.35

%

1.43

%

1.35

%

During the three months ended June 30, 2026, we recorded net recoveries of $299 thousand, compared to no net charge-offs or recoveries for the same period in 2025, and a reversal of provision for loan losses of $73 thousand, compared to a provision for loan losses of $1.7 million for the same period in 2025. For the six months ended June 30, 2026 net charge-offs were $814 thousand compared to $1.3 million for the same period in 2025. Provision for loan losses was $2.0 million for the six months ended June 30, 2026, compared to $2.2 million for the same period in 2025. Net charge-offs during the six months ended June 30, 2026 were limited to commercial business loans and reflected $1.6 million of gross charge-offs, partially offset by $764 thousand of recoveries. See the section entitled “— Results of Operations — Provision for Credit Losses” above for additional information regarding the factors affecting the provision for credit losses.

Investment Portfolio

Our investment portfolio is managed in accordance with board-approved policies that emphasize liquidity, high credit quality and disciplined interest rate risk management. We primarily invest in U.S. government agency mortgage-backed securities, U.S. Treasury and agency securities, SBA loan pool securities, municipal securities and a limited amount of investment-grade corporate obligations. Securities are classified as available for sale and carried at fair value, with unrealized gains and losses recorded in accumulated other comprehensive income. We did not hold any securities classified as held to maturity or trading securities as of June 30, 2026 or December 31, 2025.

The following table presents the carrying value of our investment portfolio as of the dates indicated:

June 30, 2026

December 31, 2025

(Dollars in thousands)

Carrying
Value

% of Total

Carrying
Value

% of Total

Securities Available for Sale:

U.S. Agency

2,469

1.0

%

6,514

3.0

%

Municipal securities

2,317

1.0

%

2,303

1.1

%

SBA Loan Pool securities

5,060

2.1

%

2,814

1.3

%

Mortgage-backed securities

225,585

95.2

%

204,593

93.9

%

Corporate debt securities

1,643

0.7

%

1,613

0.7

%

Total

$

237,074

100.0

%

$

217,837

100.0

%

54


The carrying value of available for sale securities was $237.1 million at June 30, 2026, compared to $217.8 million at December 31, 2025, an increase of $19.2 million, or 8.8%. The increase was primarily due to purchases of securities, partially offset by principal paydowns and a $1.9 million increase in the net unrealized loss on the portfolio, which reduced the carrying value of the portfolio by a corresponding amount. The net unrealized loss was $8.9 million at June 30, 2026, compared to $7.0 million at December 31, 2025, primarily reflecting changes in market interest rates. The purchases reflected continued deployment of excess liquidity into the investment portfolio. Mortgage-backed securities increased $21.0 million to $225.6 million at June 30, 2026, compared to $204.6 million at December 31, 2025, and represented 95.2% and 93.9% of the available for sale securities portfolio at those dates, respectively. We monitor the portfolio’s duration, cash flow characteristics and unrealized loss position as part of our asset-liability management and liquidity risk management processes.

The following table presents the book value of our investment securities by their stated maturities, as well as the weighted average yields for each maturity range for the periods indicated. Weighted-average yields are an arithmetic computation of income within each maturity range based on the amortized cost of securities.

June 30, 2026

Due in one year
or less

Due after one year
through five years

Due after five years
through ten years

Due after ten
years

(Dollars in thousands)

Carrying
Value

Weighted
Avg Yield

Carrying
Value

Weighted
Avg Yield

Carrying
Value

Weighted
Avg Yield

Carrying
Value

Weighted
Avg Yield

Securities Available for
Sale:

U.S. Agency

—

0.00

%

—

0.00

%

2,469

4.59

%

—

0.00

%

Municipal securities

—

0.00

%

—

0.00

%

2,317

4.47

%

—

0.00

%

SBA Loan Pool securities

349

2.49

%

—

0.00

%

4,711

3.92

%

—

0.00

%

Mortgage-backed
securities

—

0.00

%

162

2.53

%

54,628

2.69

%

170,795

4.45

%

Corporate debt securities

—

0.00

%

—

0.00

%

1,643

4.14

%

—

0.00

%

Total

$

349

2.49

%

$

162

2.53

%

$

65,768

2.95

%

$

170,795

4.45

%

December 31, 2025

Due in one year
or less

Due after one year
through five years

Due after five years
through ten years

Due after ten
years

(Dollars in thousands)

Carrying
Value

Weighted
Avg Yield

Carrying
Value

Weighted
Avg Yield

Carrying
Value

Weighted
Avg Yield

Carrying
Value

Weighted
Avg Yield

Securities Available for
Sale:

U.S. Agency

—

0.00

%

2,506

4.61

%

4,008

5.07

%

—

0.00

%

Municipal securities

—

0.00

%

—

0.00

%

2,303

4.36

%

—

0.00

%

SBA Loan Pool securities

—

0.00

%

348

2.53

%

2,467

2.97

%

—

0.00

%

Mortgage-backed
securities

—

0.00

%

—

0.00

%

11,462

2.12

%

193,130

4.06

%

Corporate debt securities

—

0.00

%

—

0.00

%

1,613

4.22

%

—

0.00

%

Total

$

—

0.00

%

$

2,854

4.36

%

$

21,853

3.15

%

$

193,130

4.06

%

The contractual maturity of mortgage-backed securities does not necessarily reflect their expected lives because borrowers may prepay the underlying loans. As a result, mortgage-backed securities are presented based on contractual maturity, while management also evaluates expected cash flows, prepayment assumptions and duration as part of its investment portfolio and interest rate risk management processes.

At June 30, 2026, securities with contractual maturities greater than ten years totaled $170.8 million, or 72.0% of the available for sale securities portfolio, compared to $193.1 million, or 88.7%, at December 31, 2025. Securities with contractual maturities greater than ten years consisted entirely of mortgage-backed securities at both dates. The average duration of the Bank’s available for sale securities portfolio was 4.0 years at June 30, 2026, compared to 3.6 years at December 31, 2025.

55


The following table presents the fair value of our securities as of the dates indicated:

(Dollars in thousands)

Gross

Gross

Amortized

Unrealized

Unrealized

Fair

June 30, 2026

Cost

Gains

Losses

Value

Securities Available for Sale:

U.S. Agency

$

2,493

$

—

$

(24

)

$

2,469

Municipal securities

2,374

—

(57

)

2,317

SBA Loan Pool securities

5,223

—

(163

)

5,060

Mortgage-backed securities

234,127

620

(9,162

)

225,585

Corporate debt securities

1,750

—

(107

)

1,643

Total

$

245,967

$

620

$

(9,513

)

$

237,074

Amortized

Gross

Gross

Fair

December 31, 2025

Cost

Unrealized Gains

Unrealized Losses

Value

Securities Available for Sale:

U.S. Agency

$

6,500

$

14

$

—

$

6,514

Municipal securities

2,308

—

(5

)

2,303

SBA Loan Pool securities

2,941

—

(127

)

2,814

Mortgage-backed securities

211,295

1,077

(7,779

)

204,593

Corporate debt securities

1,750

—

(137

)

1,613

Total

$

224,794

$

1,091

$

(8,048

)

$

217,837

At June 30, 2026, the net unrealized loss on the available-for-sale securities portfolio was $8.9 million, compared to $7.0 million at December 31, 2025. The increase primarily reflected changes in market interest rates. Management determined that the unrealized losses were not attributable to credit deterioration and does not intend to sell, and it is not more likely than not that the Company will be required to sell, the affected securities before recovery of their amortized cost. Accordingly, no credit-related impairment was recognized in earnings.

Liabilities

Deposits are our primary source of funding and represented 98.3% of our total liabilities as of June 30, 2026, compared to 97.9% as of December 31, 2025.

Total liabilities were $2.42 billion at June 30, 2026, compared to $2.27 billion at December 31, 2025, an increase of $151.7 million, or 6.7%. The increase was primarily driven by a $157.4 million increase in total deposits, partially offset by a $3.0 million decrease in borrowings and a $2.7 million decrease in accrued interest payable and other liabilities.

Deposits

We are focused on growing deposits by deepening relationships with our existing clients and expanding our client base. We believe our relationship-based strategy has been key to our historical deposit growth and ability to maintain a stable funding base. Our loan-to-deposit ratio was 89.6% at June 30, 2026, compared to 95.7% at December 31, 2025. We calculate the loan-to-deposit ratio as total loans held for investment and loans held for sale, before allowance for credit losses, divided by total deposits.

Total deposits were $2.38 billion at June 30, 2026, compared to $2.22 billion at December 31, 2025, an increase of $157.4 million, or 7.1%. The increase was driven by a $173.1 million increase in non-brokered deposits, reflecting growth in core client-related deposits, partially offset by a $15.8 million decrease in brokered deposits. This change in deposit mix was consistent with the Company’s strategy to fund growth through core client deposits and reduce reliance on higher-cost brokered funding. Noninterest-bearing deposits increased $57.1 million during the period, while interest-bearing non-brokered deposits increased $116.0 million.

56


The following tables present our deposit composition, average balances and average rates paid for the periods indicated:

Three Months Ended June 30,

2026

2025

(Dollars in thousands)

Average Balance

Weighted Average Rate

Percent of Total Deposits

Average Balance

Weighted Average Rate

Percent of Total Deposits

Noninterest-bearing deposits

$

649,135

0.00

%

28.0

%

$

609,760

0.00

%

27.8

%

Interest bearing deposits:

Interest bearing demand
deposit accounts,
excluding brokered

293,170

0.44

%

12.6

%

242,929

1.34

%

11.1

%

Savings and money market
accounts, excluding
brokered

1,114,162

2.44

%

48.0

%

1,002,820

2.85

%

45.7

%

Time deposits, excluding
brokered

213,426

3.42

%

9.2

%

218,900

3.84

%

10.0

%

Total brokered deposits

49,514

4.14

%

2.1

%

120,935

4.43

%

5.5

%

Total interest bearing
deposits

1,670,272

2.26

%

72.0

%

1,585,584

2.88

%

72.2

%

Total deposits

$

2,319,407

1.63

%

100.0

%

$

2,195,344

2.08

%

100.0

%

Six Months Ended June 30,

2026

2025

(Dollars in thousands)

Average
Balance

Rate

Percent

Average
Balance

Rate

Percent

Noninterest-bearing deposits

$

644,631

0.00

%

28.1

%

$

602,126

0.00

%

27.6

%

Interest bearing deposits:

Interest bearing demand
deposit accounts,
excluding brokered

295,256

0.61

%

12.9

%

243,611

1.48

%

11.2

%

Savings and money market
accounts, excluding
brokered

1,086,121

2.42

%

47.3

%

979,170

2.88

%

44.8

%

Time deposits, excluding
brokered

215,034

3.44

%

9.4

%

207,699

3.94

%

9.5

%

Total brokered deposits

55,698

4.22

%

2.4

%

151,825

4.62

%

7.0

%

Total interest bearing
deposits

1,652,109

2.29

%

71.9

%

1,582,305

2.97

%

72.4

%

Total deposits

$

2,296,740

1.65

%

100.0

%

$

2,184,431

2.15

%

100.0

%

Average total deposits increased $124.1 million, or 5.7%, to $2.32 billion for the three months ended June 30, 2026, compared to $2.20 billion for the same period in 2025. The cost of total deposits decreased 45 basis points to 1.63% for the three months ended June 30, 2026, compared to 2.08% for the same period in 2025. The decrease in the cost of total deposits was primarily due to lower rates paid on interest-bearing deposit products and a lower average balance of brokered deposits.

Average total deposits increased $112.3 million, or 5.1%, to $2.30 billion for the six months ended June 30, 2026, compared to $2.18 billion for the same period in 2025. The cost of total deposits decreased 50 basis points to 1.65% for the six months ended June 30, 2026, compared to 2.15% for the same period in 2025. The decrease in the cost of total deposits was primarily due to lower rates paid on interest-bearing deposit products and a lower average balance of brokered deposits.

The following table sets forth the estimated deposits exceeding the FDIC insurance limit:

(Dollars in thousands)

June 30, 2026

December 31, 2025

Uninsured deposits

$

1,380,008

$

1,162,936

57


At June 30, 2026, estimated uninsured deposits represented 57.9% of the Bank's total deposits, compared to 52.2% at December 31, 2025. Uninsured deposits, net of collateralized and fiduciary deposit accounts, represented 53.8% of the Bank's total deposits at June 30, 2026, compared to 49.4% at December 31, 2025.

The Bank is a member of the IntraFi Network (“IntraFi”), which offers deposit placement services, including both the Certificate of Deposit Account Registry Service (“CDARS”) and Insured Cash Service (“ICS”) programs, that qualify large deposits for FDIC insurance. These reciprocal deposit structures offer protection to depositors by fully insuring deposits with other network banks, thereby helping the Bank retain the full amount of the deposits on its balance sheet and enhancing the Company’s funding stability.

The estimated aggregate amount of time deposits in excess of the FDIC insurance limit was $99.7 million at June 30, 2026 and $73.3 million at December 31, 2025. The following tables set forth the maturity of time deposits as of June 30, 2026 and December 31, 2025:

June 30, 2026

(Dollars in thousands)

$250,000 or Greater

Less than $250,000

Total

Uninsured Portion

Three months or less

$

39,180

$

42,838

$

82,018

$

28,930

Over three through six months

60,899

19,324

80,223

45,901

Over six through twelve months

39,227

36,711

75,938

15,961

Over twelve months

31,184

3,502

34,686

8,957

Total

$

170,490

$

102,375

$

272,865

$

99,749

December 31, 2025

(Dollars in thousands)

$250,000 or Greater

Less than $250,000

Total

Uninsured Portion

Three months or less

$

45,391

$

63,900

$

109,291

$

25,891

Over three through six months

21,963

28,707

50,670

17,213

Over six through twelve months

35,841

26,348

62,189

18,694

Over twelve months

57,657

3,563

61,220

11,549

Total

$

160,852

$

122,518

$

283,370

$

73,347

FHLB Advances and Other Borrowings

We utilize collateralized advances from the FHLB of San Francisco, as well as other borrowing sources, to supplement liquidity and manage funding needs. Total borrowings were $26.0 million at June 30, 2026, compared to $29.0 million at December 31, 2025, a decrease of $3.0 million, or 10.3%. The decrease was due to the maturity of a $3.0 million FHLB advance during the six months ended June 30, 2026. FHLB advances totaled $8.0 million at June 30, 2026, compared to $11.0 million at December 31, 2025. Other borrowings, consisting primarily of subordinated notes, were $18.0 million at both June 30, 2026 and December 31, 2025.

At June 30, 2026, loans with a principal balance of approximately $741.8 million and securities with a principal balance of approximately $5.7 million were pledged as collateral to the FHLB. At June 30, 2026, the Company had remaining FHLB financing availability of approximately $521.4 million, after consideration of FHLB borrowings outstanding and a $6.0 million letter of credit to secure deposits.

The Company also maintains borrowing capacity through the Federal Reserve Bank and correspondent bank lines. As of June 30, 2026, loans with a principal balance of approximately $824.2 million were pledged as collateral to the Federal Reserve Bank, with related borrowing capacity of approximately $620.1 million. There was no balance outstanding under this arrangement at June 30, 2026. The Company also had borrowing lines with correspondent banks totaling $115.0 million at June 30, 2026, with no balances outstanding.

On April 24, 2019, Private Bancorp of America, Inc. issued $18.0 million of Fixed-to-Floating Subordinated Notes (“Notes”), which mature on April 25, 2029. The Notes accrued interest at a 6.00% fixed rate for the first five years until April 25, 2024 with quarterly interest payments. After April 25, 2024, interest on the Notes accrues at a variable rate at the three-month Secured Overnight Financing Rate (“SOFR”) plus 3.42%. The total variable rate on the Notes was 7.35% and 7.54% as of June 30, 2026 and December 31, 2025, respectively. Debt issuance costs were $0.1 million and are being amortized through the maturity date. The balance net of issuance cost is $18.0 million as of June 30, 2026 and December 31, 2025.

58


Off-Balance Sheet Arrangements

In the normal course of business, we enter into financial instruments with off-balance sheet risk to meet the financing needs of our customers. These instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of amounts recognized in our consolidated balance sheets.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates and may require payment of a fee. Because many commitments are expected to expire without being fully drawn, the total commitment amounts do not necessarily represent future cash requirements. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing standby letters of credit is generally the same as the credit risk involved in extending loan facilities to customers.

Because many commitments are expected to expire unused or only partially funded, the contractual amounts do not necessarily represent future cash requirements; however, the Company considers these commitments in its liquidity management and maintains a reserve for expected credit losses on unfunded commitments.

The following table summarizes our off-balance sheet financial instruments whose contractual amounts represent credit risk as of the dates indicated:

(Dollars in thousands)

June 30,
2026

December 31,
2025

Financial instruments whose contract amounts represent credit risks:

Commitments to extend credit

$

304,907

$

315,180

Standby letters of credit

8,410

7,541

Total

$

313,317

$

322,721

At June 30, 2026, commitments to extend credit totaled $304.9 million, compared to $315.2 million at December 31, 2025. Standby letters of credit totaled $8.4 million at June 30, 2026, compared to $7.5 million at December 31, 2025.

We evaluate each customer’s creditworthiness on a case-by-case basis and use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet loans. The amount and type of collateral obtained, if deemed necessary, is based on management’s credit evaluation. Collateral may include marketable investment securities, accounts receivable, inventory, equipment, real estate and deposits.

In addition, we had unfunded commitments to contribute capital to LIHTC and other CRA-related investments totaling $1.3 million at June 30, 2026, compared to $2.4 million at December 31, 2025. These commitments are not expected to have a material effect on our liquidity, capital resources or results of operations.

Other than the commitments described above, we did not have off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Liquidity and Capital Resources

Liquidity Management

Our primary sources of funds are deposits, principal and interest payments on loans, Federal Home Loan Bank (“FHLB”) advances and other borrowings, and income from investments to meet our financial obligations, which arise primarily from the withdrawal of deposits, extension of credit, and payment of operating expenses. While maturities and scheduled amortization of loans are a predictable source of funds, deposit flows and loan prepayments are greatly influenced by market interest rates, economic conditions, and competition.

The Bank’s Board of Directors (the “Bank Board”) and the Company’s Board of Directors (the “Board”) are ultimately responsible for ensuring policies and procedures are in place that provide for the safety and soundness management of assets and liabilities of the Bank, including liquidity management and interest rate risk policies to ensure these policies are effectively implemented. At the management level, the Bank’s Asset Liability Management Working Group (the “ALM Working Group”) is responsible for the ongoing monitoring and management of liquidity and interest rate risk in accordance with policies and limits approved by the Bank Board and

59


the Board. The Bank Board’s Asset Liability Committee (the “ALCO”) provides board-level oversight of these activities and reviews compliance with applicable policies and limits.

The objective of liquidity management is to ensure liquidity risk is monitored and controlled. Liquidity risk is the possibility that the Company will not be able to fund present and future obligations as they come due because of an inability to liquidate assets or obtain adequate funding at a reasonable cost. The Bank and the Company have developed tools to appropriately identify, measure, monitor, and control funding and liquidity risk. These tools include daily, monthly, and quarterly reports and risk measures, cash flow projections, stress testing, and a formalized Contingency Funding Plan (“CFP”) as primary tools for measuring and managing liquidity risk. The CFP provides a framework for the Company to evaluate increasingly severe illiquid situations and monitor the availability of funding over these scenarios and addresses the actions that the Company would take in response to both a short-term and long-term funding crisis.

We seek to maintain a level of liquid assets to ensure a safe and sound operation. Our liquid assets are comprised of unrestricted cash, short-term investments, and unpledged available for sale investments securities. The levels of these assets are dependent on our operating, lending, and investing activities during any given period. We endeavor to take a prudent, proactive approach to liquidity management and we believe our level of liquid assets is sufficient to meet current anticipated funding needs. As part of our daily monitoring, we calculate a liquidity ratio by dividing the sum of unrestricted cash balances plus unpledged available for sale securities by the sum of total deposits, plus FHLB advances. At June 30, 2026, our liquidity ratio was 22.3%, which is above the Company’s minimum policy requirement of 12.0%. The Company regularly monitors liquidity, models liquidity stress scenarios to ensure that adequate liquidity is available, and has contingency funding plans in place, which are reviewed and tested on a regular, recurring basis.

At June 30, 2026, cash and cash equivalents totaled $300.4 million. If additional liquidity is needed or otherwise desired as part of our liquidity management strategy, we have additional sources of liquidity that can be accessed, including FHLB advances, federal fund lines, the Federal Reserve discount window, brokered deposits, as well as loan and investment securities sales.

At June 30, 2026, total available liquidity was $2.4 billion, or 190.8% of uninsured deposits, net of collateralized and fiduciary deposit accounts. Total available liquidity is comprised of $524.5 million of on-balance sheet liquidity, consisting of primarily cash and investment securities, and $1.9 billion of unused borrowing capacity (FHLB available borrowing capacity, Federal Reserve discount window line, unsecured fed funds lines of credit with correspondent banks and available brokered deposits up to policy limit).

The Company’s primary source of funding is from our ability to generate low-cost commercial and consumer deposits, which totaled $2.4 billion as of June 30, 2026. Through our commercial banking teams, relationship managers, seven branches and electronic banking delivery channels, we offer a broad array of deposit and treasury management products and services. In addition, we are able to generate low-cost deposits through our specialty business lines. The Bank’s participation in IntraFi’s CDARS and ICS programs provides our depositors with full deposit insurance coverage of excess balances, while the Bank receives reciprocal deposits from other FDIC-insured banks, and helps the Bank to retain the full amount of the deposits on its balance sheet, enhancing the Company’s funding stability. Our noninterest-bearing deposits as a percentage of total deposits was 27.9% as of June 30, 2026, reflecting our strong client relationship model.

A substantial portion of our loans were funded by our deposits. At June 30, 2026, the Company’s loan-to-deposit ratio was 89.6%. Certificates of deposit, including CDARS, that are scheduled to mature in one year or less from June 30, 2026 totaled $238.2 million and are comprised of $28.8 million in brokered certificates of deposit and $209.4 million in retail certificates of deposit. We anticipate both reducing our higher cost brokered deposits and that the majority of our retail certificates of deposit will renew or transfer to other deposit products of the Bank at prevailing rates, although no assurance can be given. To the extent that retail deposit growth is not sufficient to satisfy our ongoing commitments to fund maturing and withdrawable deposits, repay maturing borrowings, fund existing and future loans, or make investments, we may access funds through brokered deposit channels, our FHLB borrowing arrangement, Federal Reserve discount window, or other sources.

The Bank maintains liquidity guidelines in the Asset Liability Management Policy that permits the purchase of brokered deposit funds, in an amount not to exceed 30% of total deposits as a secondary source for funding. At June 30, 2026, the Company had $49.3 million in brokered deposits, which constituted 2.1% of total deposits.

The Company is a corporate entity separate and apart from the Bank that must provide for its own liquidity. The Company’s primary sources of liquidity are dividends from the Bank. There are statutory and regulatory provisions that limit the ability of the Bank to pay dividends to the Company. Management believes that such restrictions will not have a material impact on the ability of the Company to meet its ongoing cash obligations. The Bank paid dividends to the Company of $3.6 million during the six months ended June 30, 2026.

The Company had borrowing lines with correspondent banks totaling $115.0 million at June 30, 2026, with no balances outstanding.

60


The Company should serve as a source of managerial and financial strength to its subsidiary bank, and consistent with this premise, hold capital commensurate with its overall risk profile. The board of directors of a bank holding company should assess carefully, among other things, capital adequacy and ensure that the dividend level is prudent relative to the organization’s financial position and is not based on overly optimistic earnings scenarios. We have paid no cash dividends to common shareholders since our inception. We anticipate that the majority of our future earnings will be retained to support our operations and finance the growth and development of our business. Whether or not dividends, either cash or stock, will be paid in the future will be determined by our Board in its sole discretion, subject to the satisfaction of any regulatory requirements. Our profitability and regulatory capital ratios, in addition to other financial conditions, will be key factors in determining the payment of dividends.

Capital Resources

Capital adequacy is generally considered an important indicator of financial stability and performance. Our objectives include maintaining capitalization at levels that we believe are sufficient to support asset growth and to promote confidence among our depositors, investors, and regulators. We recognize that robust capital management practices are integral to addressing various financial and operational challenges, which may include managing credit risk, liquidity risk, balance sheet growth, new products, regulatory changes and competitive pressures.

From time to time, our Board authorizes us to repurchase our common stock. On April 29, 2026, our Board authorized a stock repurchase program, whereby the Company may repurchase an aggregate amount of up to $10.0 million of shares of its common stock. As of June 30, 2026, no shares of the Company’s common stock were repurchased under the plan.

Total shareholders’ equity was $285.5 million at June 30, 2026, compared to $264.0 million at December 31, 2025, an increase of $21.6 million, or 8.2%. The increase was primarily driven by net income of $25.1 million for the six months ended June 30, 2026 and share-based compensation, partially offset by $3.0 million of common stock repurchases, repurchases of restricted shares and restricted stock units for tax withholding, and a $1.4 million increase in accumulated other comprehensive loss related to changes in the fair value of the Company’s available-for-sale securities portfolio. Book value per common share was $49.87 at June 30, 2026, compared to $46.08 at December 31, 2025. Tangible book value per share, a non-GAAP financial measure, was $49.57 at June 30, 2026, compared to $45.75 at December 31, 2025. The increase in tangible book value per share was primarily driven by earnings retained during the period, partially offset by the impact of common stock repurchases at prices above tangible book value per share and the increase in accumulated other comprehensive loss. See the section entitled “Non-GAAP Financial Measures” for a reconciliation of tangible book value per share to the most directly comparable GAAP measure.

Capital Requirements

Because total assets on a consolidated basis are less than $3.0 billion, we are not subject to the consolidated capital requirements imposed by federal regulations. However, the Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Certain regulatory measurements of capital adequacy are “risk based,” meaning they utilize a formula that considers the individual risk profile of the financial institution’s assets. For example, certain assets, such as cash at the Federal Reserve and investments in U.S. Treasury securities, are deemed to carry zero risk by the regulators because of explicit or implied federal government guarantees. As of June 30, 2026, 15.1% of the Bank’s total assets were invested in such zero-risk assets. The tier 1 leverage ratio, another regulatory capital measurement, does not consider the riskiness of assets. The leverage ratio is computed as tier 1 capital divided by total average assets for the quarter.

61


The Bank’s capital level is characterized as “well capitalized” under the Basel III Capital Rules. A summary of the Bank’s regulatory capital ratios, and minimum requirement to be considered “well capitalized” are presented below:

To Be Well-

Capitalized

Under Prompt

For Capital

Corrective

Actual

Adequacy Purposes

Provisions

Amount

Ratio

Amount

Ratio

Amount

Ratio

As of June 30, 2026

Total capital (to risk-weighted assets)

$

332,192

14.9

%

$

178,831

8.0

%

$

223,539

10.0

%

Tier 1 capital (to risk-weighted assets)

304,212

13.6

%

134,124

6.0

%

178,831

8.0

%

CET1 capital (to risk-weighted assets)

304,212

13.6

%

100,593

4.5

%

145,301

6.5

%

Tier 1 capital (to average assets)

304,212

11.5

%

105,651

4.0

%

132,064

5.0

%

As of December 31, 2025

Total capital (to risk-weighted assets)

$

308,562

13.9

%

$

178,212

8.0

%

$

222,765

10.0

%

Tier 1 capital (to risk-weighted assets)

280,690

12.6

%

133,659

6.0

%

178,212

8.0

%

CET1 capital (to risk-weighted assets)

280,690

12.6

%

100,244

4.5

%

144,798

6.5

%

Tier 1 capital (to average assets)

280,690

10.8

%

103,505

4.0

%

129,381

5.0

%

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Asset/Liability Management and Market Risk

Market risk is the risk of loss in value or reduced earnings from adverse changes in market prices and interest rates. The Bank’s market risk arises primarily from interest rate risk in our lending, investments, and deposit taking activities. Interest rate risk primarily occurs to the degree that the Bank’s interest-bearing liabilities reprice or mature on a different basis and frequency than its interest-earning assets. The Bank actively monitors and manages its portfolios to limit the adverse effects on net interest income and economic value due to changes in interest rates. The ALCO is responsible for implementing the Bank’s interest rate risk management policy established by the Board that sets forth limits of acceptable changes in net interest income (“NII”) and economic value of equity (“EVE”) due to specified changes in interest rates. Management monitors asset and liability maturities and repricing characteristics on a regular basis and evaluates its interest rate risk as it relates to operational strategies.

Interest Rate Risk Management

The principal objective of the Company’s interest rate risk management function is to maintain an interest rate risk profile close to the desired risk profile in light of the interest rate outlook. The Bank measures the interest rate risk included in the major balance sheet portfolios and compares the current risk profile to the desired risk profile and to policy limits set by the Board. Management then implements strategies consistent with the desired risk profile. Asset duration is compared to liability, with the desired mix of fixed and floating rate determined based upon the Company’s risk profile and outlook. Likewise, the Bank seeks to raise non-maturity deposits. Management often implements these strategies through pricing actions. Finally, management structures its security portfolio and borrowings to offset some of the interest rate sensitivity created by the repricing characteristics of customer loans and deposits.

Management monitors asset and liability maturities and repricing characteristics on a regular basis and evaluates its interest rate risk as it relates to operational strategies. Management analyzes potential strategies for their impact on the interest rate risk profile. Each quarter the Board reviews the Bank’s asset/liability position and simulations showing the impact on the Bank’s EVE in various interest rate scenarios. Interest rate moves, up or down, may subject the Bank to interest rate spread compression, which adversely impacts its net interest income. This is primarily due to the lag in repricing of the indices, to which adjustable rate loans and mortgage-backed securities are tied, as well as their repricing frequencies. Furthermore, large rate moves show the impact of interest rate caps and floors on adjustable rate transactions. This is partly offset by lags in repricing for deposit products. The extent of the interest rate spread compression depends on the direction and severity of interest rate moves and features in the Bank’s product portfolios.

The Company’s interest rate sensitivity is monitored by management through the use of both a simulation model that quantifies the estimated impact to earnings (“Earnings at Risk”) for twelve- and twenty-four month periods, and a model that estimates the change in the Company’s EVE under alternative interest rate scenarios, primarily instantaneous parallel interest rate shifts in 100 basis point increments. The simulation model estimates the impact on NII from changing interest rates on interest-earning assets and interest expense paid on interest bearing liabilities. The EVE model computes the net present value of equity by discounting all expected cash flows on assets and liabilities under each rate scenario. For each scenario, the EVE is the present value of all assets less the present value of all liabilities.

62


The following table shows the projected NII over the next twelve months and the EVE at June 30, 2026 and December 31, 2025, assuming instantaneous parallel interest rate shifts in the first month following each period end:

Earnings at Risk (NII)

EVE

Changes in Interest Rates (bps)

Change (%)

Change (%)

June 30, 2026

+300

2.4%

4.2%

+200

1.6%

3.4%

+100

0.7%

1.9%

-100

0.4%

(1.1)%

-200

0.4%

(2.1)%

-300

(0.6)%

(3.2)%

December 31, 2025

+300

1.4%

4.9%

+200

0.8%

3.9%

+100

0.2%

2.2%

-100

1.5%

(1.1)%

-200

2.1%

(2.5)%

-300

0.8%

(5.2)%

Based on the modeling of the impact on earnings and EVE from changes in interest rates, the Company’s sensitivity to changes in interest rates is relatively low for both rising and falling rate scenarios. At June 30, 2026, the model projected increases in net interest income under the rising-rate scenarios presented above and relatively modest changes in net interest income under the declining-rate scenarios. It is important to note the above tables are forecasts based on several assumptions and that actual results may vary. The forecasts are based on estimates of historical behavior and assumptions by management that may change over time and may turn out to be different. Factors affecting these estimates and assumptions include, but are not limited to (1) competitor behavior, (2) economic conditions both locally and nationally, (3) actions taken by the Federal Reserve, (4) customer behavior, and (5) management’s responses to the foregoing. Changes that vary significantly from the assumptions and estimates may have significant effects on the Company’s earnings and EVE. Additionally, the Company’s interest rate sensitivity may be impacted by changes in asset and liability composition, and is particularly sensitive to noninterest-bearing deposit balances that can fluctuate significantly from period to period.

The Company has minimal direct market risk from foreign exchange and no exposure from commodities.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out by our management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Controls Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

63


PART II—OTHER INFORMATION

The Company is involved in legal proceedings occurring in the ordinary course of business. Management believes that none of the legal proceedings occurring in the ordinary course of business, individually or in the aggregate, will have a material adverse impact on the results of operations or financial condition of the Company.

Item 1A. Risk Factors.

The section entitled “Risk Factors” in Item 1A. in our Form 10 included a discussion of the many risks and uncertainties we face, any one or more of which could have a material adverse effect on our business, results of operations, financial condition (including capital and liquidity), prospects, or the value of or return on an investment in the Company. There are no material changes to our risk factors as previously described under Item 1A. of the Form 10.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table provides information with respect to purchases made by or on behalf of us or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock during the second quarter of 2026.

Period

Total Number
of Shares
Purchased

Average
Price Paid
per Share

Total Number
of Shares Purchased
as Part of
Publicly Announced
Plans or Programs
(1)

Maximum Number
(or Approximate
Dollar Value) of
Shares that May
Yet Be Purchased
Under the Plans or
Programs
(1)

April 1, 2026 to April 30, 2026

—

$

—

—

$

10,000,000

May 1, 2026 to May 31, 2026

—

—

—

10,000,000

June 1, 2026 to June 30, 2026

—

—

—

10,000,000

Total

—

—

—

10,000,000

(1) On April 29, 2026, our Board authorized a stock repurchase program, whereby the Company may repurchase an aggregate amount of up to $10.0 million of shares of its common stock. The stock repurchase program expires on December 31, 2026. During the second quarter of 2026, the Company did not repurchase any shares of common stock.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Director and Officer Trading Arrangements

During the three months ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

64


Item 6. Exhibits.

Exhibit
Number

Description

3.1

Articles of Incorporation of Private Bancorp of America, Inc.(Incorporated by reference to Exhibit 3.1of Private Bancorp of America, Inc.’s Registration Statement on Form 10 filed on July 13, 2026 (File No. 001-43397))

3.2

Amended and Restated Bylaws of Private Bancorp of America, Inc. (Incorporated by reference to Exhibit 3.2of Private Bancorp of America, Inc.’s Registration Statement on Form 10 filed on July 13, 2026 (File No. 001-43397))

4.1

Specimen Stock Certificate of Private Bancorp of America, Inc. (Incorporated by reference to Exhibit 4.1 of Private Bancorp of America, Inc.’s Registration Statement on Form 10 filed on July 13, 2026 (File No. 001-43397))

4.2

Long-term borrowing instruments are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Company undertakes to furnish copies of such instruments to the SEC upon request

10.1*

Private Bancorp of America, Inc. 2026 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.7of Private Bancorp of America, Inc.’s Registration Statement on Form 10 filed on July 13, 2026, (File No. 001-43397))

10.2*

Employment Agreement, dated as of May 22, 2026, by and between CalPrivate Bank and Richard L. Sowers (Incorporated by reference to Exhibit 10.9of Private Bancorp of America, Inc.’s Registration Statement on Form 10 filed on July 13, 2026, (File No. 001-43397))

10.3*

Private Bancorp of America, Inc. 2026 Omnibus Equity Incentive Plan Option Award Agreement, dated August 4, 2026, by and between Private Bancorp of America, Inc. and Richard L. Sowers (Incorporated by reference to Exhibit 10.1 of Private Bancorp of America, Inc.’s Form 8-K filed on August 10, 2026)

31.1

Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Management contract or compensatory plan or arrangement.

65


SIGNATURES

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 thereunto duly authorized.

Private Bancorp of America, Inc.

Date: September 4, 2026

By:

/s/ Richard L. Sowers

Richard L. Sowers

President and Chief Executive Officer

(Principal Executive Officer)

Date: September 4, 2026

By:

/s/ Cory Stewart

Cory Stewart

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

66