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STOCK-BASED COMPENSATION PLAN
6 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION PLAN STOCK-BASED COMPENSATION PLAN
In contemplation of the holding company reorganization, in November 2019 the Company’s Board of Directors adopted the California BanCorp 2019 Omnibus Equity Incentive Plan, formerly known as Southern California Bancorp 2019 Omnibus Equity Incentive Plan (the “2019 Plan”). The 2019 Plan was approved by shareholders in April 2020 with a maximum number of shares of common stock that may be issued or paid out under the plan of 2,200,000. In addition, upon the completion of the bank holding company reorganization in 2020, the Bank’s 2001 Stock Option Plan and 2011 Omnibus Equity Incentive Plan were terminated and all outstanding and unexpired stock options and all shares of restricted stock outstanding under the terminated plans became equivalent awards of the Company under the 2019 Plan . On May 27, 2026, at the Company’s 2026 Annual Meeting of Shareholders, shareholders approved the California BanCorp 2026 Omnibus Equity Incentive Plan (the “2026 Plan”), which authorizes the issuances of up to 1,600,000 shares of common stock. Effective May 27, 2026, no additional awards were granted under the 2019 Plan. All awards outstanding under the 2019 Plan as of that date will remain in effect and continue to be governed by the terms, conditions and procedures set forth in the 2019 Plan and any applicable award agreements.
At June 30, 2026, the maximum number of shares authorized for issuance under the 2026 Plan was 1,600,000.
The 2026 Plan provides for the granting to eligible participants of such incentive awards as determined by the Board of Directors or a committee established by the Board, in its sole discretion, to administer the Plan. The Board has the power to determine the terms of the awards, including the exercise price, the number of shares subject to each award, the vesting and exercisability of the awards and the form of consideration payable upon exercise. Stock options expire no later than ten years from the date of the grant. The 2026 Plan provides for accelerated vesting if there is a change of control, as defined in the Plan. Restricted stock units generally vest over a period of one to five years.
Future levels of compensation cost recognized related to stock-based compensation awards may be impacted by new awards and/or modifications, repurchases and cancellations of existing awards. Under the terms of the 2026 Plan, vested options generally expire ninety days after the director or employee terminates their service affiliation with the Company.
For the three and six months ended June 30, 2026, total stock-based compensation cost related to stock options and restricted stock units was $1.3 million and $2.7 million. For the three and six months ended June 30, 2025, total stock-based compensation cost related to stock options and restricted stock units was $1.5 million and $3.0 million, respectively.
Stock Options
As of June 30, 2026, there were $4 thousand of total unrecognized compensation costs related to the outstanding stock options.
There were 7,500 stock options exercised with an intrinsic value of $54 thousand during the three months ended June 30, 2026, and 9,375 stock options exercised during the three months ended June 30, 2025 with an intrinsic value of $79 thousand. Related tax benefits for the disqualifying disposition of incentive stock options
(“ISO”) exercised were $15 thousand for the three months ended June 30, 2026. Related tax benefits for the disqualifying disposition of ISO exercised were $11 thousand for the three months ended June 30, 2025.
There were 40,750 and 14,513 stock options exercised during the six months ended June 30, 2026 and 2025, respectively. The intrinsic value of stock options exercised was approximately $424 thousand and $119 thousand for the six months ended June 30, 2026 and 2025, respectively. There were $15 thousand and $11 thousand related tax benefit for the disqualifying disposition of ISO exercised for the six months ended June 30, 2026 and 2025.
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. There were no options granted during the three and six months ended June 30, 2026 and 2025.
A summary of changes in outstanding stock options during the three and six months ended June 30, 2026 and 2025 are presented below:
Three Months EndedSix Months Ended
June 30, 2026June 30, 2026
(dollars in thousands, except share data)SharesWeighted
Average
Exercise
Price
SharesWeighted
Average
Exercise
Price
Weighted Average Remaining Contractual Term
(Years)
Aggregate Intrinsic
Value
Outstanding at beginning of period85,625 $11.20 118,875 $9.98 
Granted— $— — $— 
Exercised(7,500)$11.74 (40,750)$7.76 
Expired— $— — $— 
Forfeited — $— — $— 
Outstanding at end of period78,125 $11.14 78,125 $11.14 2.2$758 
Options exercisable76,575 $11.15 76,575 $11.15 2.1$742 

Three Months EndedSix Months Ended
June 30, 2025June 30, 2025
(dollars in thousands, except share data)SharesWeighted
Average
Exercise
Price
SharesWeighted
Average
Exercise
Price
Weighted Average Remaining Contractual Term
(Years)
Aggregate Intrinsic
Value
Outstanding at beginning of period131,750 $9.71 136,888 $9.64 
Granted— $— — $— 
Exercised(9,375)$6.47 (14,513)$6.94 
Expired— $— — $— 
Forfeited — $— — $— 
Outstanding at end of period122,375 $9.96 122,375 $9.96 2.5$710 
Options exercisable119,275 $9.93 119,275 $9.93 2.4$695 
Restricted Stock Units
A summary of the changes in outstanding unvested restricted stock units during the three and six months ended June 30, 2026 and 2025 is presented below:
Three Months EndedSix Months Ended
June 30, 2026June 30, 2026
Restricted
Shares
Weighted Average Grant Date Fair ValueRestricted
Shares
Weighted Average Grant Date Fair Value
Unvested at beginning of period814,325 $16.49 713,905 $15.51 
Granted40,339 $18.94 349,530 $18.42 
Vested(62,048)$14.96 (245,113)$15.64 
Forfeited (19,446)$16.03 (45,152)$16.13 
Unvested at end of period773,170 $16.75 773,170 $16.75 

Three Months EndedSix Months Ended
June 30, 2025June 30, 2025
Restricted
Shares
Weighted Average Grant Date Fair ValueRestricted
Shares
Weighted Average Grant Date Fair Value
Unvested at beginning of period977,048 $14.65 1,048,899 $14.73 
Granted
55,885 $14.76 187,148 $15.59 
Vested
(62,504)$14.77 (260,452)$15.61 
Forfeited (5,679)$17.61 (10,845)$16.75 
Unvested at end of period964,750 $14.63 964,750 $14.63 

As of June 30, 2026, the Company did not have any outstanding unvested restricted stock units subject to various financial performance conditions.
As of June 30, 2026, there was $10.7 million of total unrecognized compensation expense related to the outstanding restricted stock units that will be recognized over the weighted-average period of 2.4 years. The total unrecognized compensation expense included $640 thousand related to the fair value of outstanding restricted stock units that were assumed in the merger with the predecessor California BanCorp, which will be recognized over the weighted-average vesting period of 2.3 years. The total grant date fair value of restricted stock units vested was $928 thousand and $3.8 million for the three and six months ended June 30, 2026, respectively, and $923 thousand and $4.1 million for the three and six months ended June 30, 2025, respectively. Related tax expenses were approximately $87 thousand and $215 thousand for the three and six months ended June 30, 2026, respectively, and approximately zero and $5 thousand for the three and six months ended June 30, 2025, respectively.