Item 8.01. Other Events.
On April 21, 2023, BayCom Corp ("BayCom"), the parent company of United Business
Bank, issued a press release announcing that its Board of Directors (the
"Board") authorized a stock repurchase program for up to 619,000 shares of its
common stock, or approximately 5% of its outstanding shares, to be purchased
from time to time over a one year period, depending upon market conditions.
Under this new stock repurchase program, BayCom intends to repurchase shares
through open market purchases, privately-negotiated transactions, block
purchases or otherwise in accordance with applicable federal securities laws,
including Rule 10b-18 of the Securities Exchange Act of 1934 (the "Exchange
Act"). The repurchase program does not obligate BayCom to purchase any
particular number of shares. The new stock repurchase program will commence upon
completion of the prior stock repurchase program which will expire on October
24, 2023, or earlier if the shares have been repurchased. As of the date hereof,
the Company has 17,633 shares available for future purchase under the Company's
sixth stock repurchase program.
The Board also authorized BayCom to enter into written trading plans under Rule
10b5-1 of the Exchange Act. Adopting a trading plan that satisfies the
conditions of Rule 10b5-1 allows a company to repurchase its shares at times
when it might otherwise be prevented from doing so due to self-imposed trading
blackout periods or pursuant to insider trading laws. Under any Rule 10b5-1
trading plan, BayCom's third-party broker, subject to Securities and Exchange
Commission regulations regarding certain price, market, volume and timing
constraints, would have authority to purchase BayCom common stock in accordance
with the terms of the plan.
BayCom cannot predict when or if it will repurchase any shares of common stock
as such stock repurchase program will depend on a number of factors, including
constraints specified in any Rule 10b5-1 trading plans, price, general business
and market conditions, and alternative investment opportunities. Information
regarding share repurchases will be available in BayCom's periodic reports on
Form 10-Q and Form 10-K filed with the Securities and Exchange Commission as
required by the applicable rules of the Exchange Act.
This report contains forward-looking information, as that term is defined under
the Exchange Act, including information regarding purchases by BayCom of its
common stock. By their nature, forward-looking information and statements are
subject to risks, uncertainties, and contingencies, including changes in price
and volume and the volatility of BayCom's common stock; adverse developments
affecting either or both of prices and trading of exchange-traded securities,
including securities listed on the Nasdaq Stock Market; and unexpected or
otherwise unplanned or alternative requirements with respect to the capital
investments of BayCom. BayCom does not undertake to update any forward-looking
statements or information, including those contained in this report.
A copy of the press release in filed with this report and incorporated herein by
reference.
Item 9.01Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) The following exhibits are included with this Report:
Exhibit No. Description
99.1 Press release dated April 21, 2023 announcing adoption of a
stock repurchase program
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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