PCB BANCORP

Current report

The Company has identified a material weakness in its internal control over financial reporting.

Current report

As disclosed in “Part II - Item 4. Controls and Procedures,” of this Quarterly Report on Form 10-Q, management has identified a material weakness in the Company’s internal control over financial reporting. As a result, management concluded that the Company’s internal control over financial reporting and disclosure controls and procedures were not effective as of March 31, 2025. The Company is working to remediate the material weakness. However, there can be no assurance that these remediation efforts will be successful. In addition, these remediation efforts may place a burden on management and may result in additional expenses.

Current report

The Company cannot assure that additional significant deficiencies or material weaknesses in its internal control over financial reporting will not be identified in the future. Any failure to maintain or implement required new or improved controls, or any difficulties the Company experiences in their implementation, could result in additional material weaknesses, cause the Company to fail to meet its periodic SEC reporting obligations or result in material misstatements to its financial statements in future periods, any of which could cause investors or customers to lose confidence in the Company’s reported financial information, a decline in the trading price of the Company’s common stock or a delisting of the Company’s common stock from the Nasdaq Stock Market.

Current report

The Company may not qualify to repurchase its Series C Preferred Stock on favorable terms.

Current report

On May 24, 2022, the Company sold shares of its Series C Preferred Stock to the U.S. Treasury for the purchase price of $69.1 million under the Emergency Capital Investment Program, or “ECIP.” Under the ECIP program, the Treasury invested in depository institutions that are Community Development Financial Institutions or minority depository institutions (“MDIs”) to encourage lending to small businesses, minority-owned businesses and consumers in low-income and underserved communities.

Current report

Under terms of an ECIP Securities Purchase Option Agreement by between the Company and Treasury, if the Company meets certain conditions, the Company or the Company’s qualifying designee may repurchase the Series C Preferred Stock, potentially at a substantial discount (the “Repurchase Option”). To be eligible to exercise the Repurchase Option, the Company must, among other things, meet certain thresholds for “deep impact lending” or “qualified lending” (as defined in the ECIP’s guidelines), comply with the ECIP agreements and rules, continue to qualify as an MDI, and be “well-capitalized” under federal Prompt Corrective Action guidelines. The earliest possible date by which the Company could exercise the repurchase options (assuming it meets all required conditions) is June 30, 2026. There can be no assurance that the Company will ever satisfy the lending and other requirements necessary to exercise the Repurchase Option.

Current report

Changes in the fair value of the Company’s option to repurchase its Series C Preferred Stock may impact the Company’s operating results and financial condition. The Company carries the fair value of the Repurchase Option as an asset on its balance sheet. The Company’s valuation of the Repurchase Option may fluctuate, possibly significantly, depending on the likelihood that the Company will qualify to exercise the Repurchase Option and changes in the hypothetical repurchase price. Changes in the fair value are measured quarterly and will be recognized in earnings. Therefore, changes in the fair value of the Repurchase Option may affect the Company’s earning, potentially materially. For additional details, see Note 9 to the Company’s Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Previous report

During the year ended December 31, 2023, the Company repurchased and retired 512,657 shares of common stock at a weighted-average price of $17.22 per share under a stock repurchase program approved by the Board of Directors on August 2, 2023 and a legacy stock repurchase program approved on July 28, 2022.

Current report — wording carried from elsewhere

During the three months ended March 31, 2025, the Company repurchased and retired 50,676 shares of common stock at a weighted-average price of $18.80 per share.