As filed with the Securities and Exchange Commission on October 18, 2021.

Registration No. 333-[●]

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

BAYCOM CORP

(Exact name of registrant as specified in its charter)

500 Ygnacio Valley Road, Suite 200

Walnut Creek, CA 94596

(925) 476-1800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Keary L. Colwell

Senior Executive Vice President, Chief Financial Officer and Corporate Secretary

BayCom Corp

500 Ygnacio Valley Road, Suite 200

Walnut Creek, CA 94596

(925) 476-1800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of communications to:

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement and upon consummation of the transactions described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. (Check one):

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 7(a)(2)(B) of the Securities Act. ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to the shares of BayCom common stock to be issued in the merger has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS—SUBJECT TO COMPLETION—

PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT

Dear Shareholders of BayCom Corp and Shareholders of Pacific Enterprise Bancorp:

The boards of directors of BayCom Corp, which we refer to as BayCom, and Pacific Enterprise Bancorp, which we refer to as PEB, have each approved a definitive merger agreement, which we refer to as the merger agreement, that will result in the merger of PEB with and into BayCom, which we refer to as the merger. BayCom will be the surviving bank holding company in the merger. Promptly following the merger, Pacific Enterprise Bank, a wholly-owned subsidiary of PEB, which we refer to as PE Bank, will merge with and into United Business Bank, a wholly-owned subsidiary of BayCom, which we refer to as UB Bank, with UB Bank as the surviving bank, which we refer to as the bank merger, and collectively with the merger, the mergers. Before we complete the mergers, each of BayCom and PEB will hold a special meeting of its shareholders, respectively.

Under the terms of the merger agreement, at the effective time of the merger, PEB shareholders will receive 1.0292 shares of BayCom common stock for each share of PEB common stock (other than excluded shares), which we refer to as the exchange ratio. As of September 3, 2021, the last trading day before public announcement of the merger, the exchange ratio was valued at $17.78 per PEB common share or approximately $53.1 million in the aggregate based on BayCom’s closing stock price of $17.28 on that date. Based on the closing price of BayCom’s common stock of $[•] on [•], 2021, the last trading day before the date of this joint proxy statement/prospectus, the value of the merger consideration payable to PEB shareholders was $[•] per share or $[•] in the aggregate. The market value of the merger consideration will fluctuate with the price of BayCom common stock. You should obtain current stock quotations for BayCom common stock and PEB common stock. BayCom common stock is traded on the NASDAQ Global Select Market under the symbol “BCML” and PEB common stock is traded on the OTC Pink Open Market under the symbol “PEBN.”

We expect the transaction to be tax-free for PEB shareholders, except with respect to any cash received by them for fractional shares. After completion of the merger, we expect that PEB shareholders will own approximately 22.2% of the outstanding shares of common stock of BayCom (disregarding any BayCom common stock they may already own and assuming no outstanding PEB stock options are exercised before completion of the Merger).

We cannot complete the merger unless we obtain the necessary governmental approvals and unless the shareholders of both companies approve the principal terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger and in the case of BayCom, the issuance of BayCom common stock to PEB shareholders. Each of the board of directors of BayCom and PEB is asking its shareholders to consider and vote on the principal terms of the merger agreement at the respective companies’ special meetings of shareholders. Whether or not you plan to attend your company’s special meeting, please take the time to vote by following the voting instructions included on the enclosed proxy card. If you sign, date and mail your proxy card without indicating how you want to vote, your proxy will be counted as a vote FOR approval of the principal terms of the merger agreement and the transactions contemplated by the merger agreement, including in the case of BayCom, the issuance of BayCom common stock to PEB shareholders. If you do not vote your shares as instructed on the enclosed proxy card, or if you do not instruct your broker how to vote any shares held for you in “street name,” the effect will be a vote against the merger.

A special meeting of the shareholders of BayCom will be held on [•], at [•].m., Pacific Time. The meeting will be held at 500 Ygnacio Valley Road, Suite 200, Walnut Creek, California. A special meeting of the shareholders of PEB will be held on [•], at [•].m., Pacific Time. The meeting will be held at 17748 Skypark Circle, Suite 100, Irvine, California. See “Information About the Special Shareholders’ Meetings” on page [•] for additional information.

The proposed merger is expected to be accretive to the combined company’s earnings per share in 2022, and BayCom believes that PEB is a strong strategic fit with similar management and culture. The board of directors of BayCom has approved the merger agreement, including the merger and the issuance of BayCom common stock in connection with the merger, and determined that the merger and the issuance of BayCom common stock in connection with the merger are advisable and fair to and in the best interests of BayCom and its shareholders. The BayCom board of directors recommends that BayCom shareholders vote FOR approval of the principal terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger and the issuance of shares of BayCom common stock in the merger.

The board of directors of PEB has approved the merger agreement and the transactions contemplated by the merger agreement, and determined that the principal terms of the merger agreement and the transactions contemplated by the merger agreement are fair to and in the best interests of PEB and its shareholders. The PEB board of directors recommends that the PEB shareholders vote FOR approval of the principal terms of the merger agreement and the transactions contemplated by the merger agreement, including the merger.

Your vote is very important. Whether or not you plan to attend the BayCom special meeting or the PEB special meeting, as applicable, please take the time to vote by following the instructions that accompany your proxy card and casting your vote by internet, by telephone, or by returning your completed, signed, and dated proxy card in the enclosed envelope (please allow a minimum of 10 days for your proxy card to be processed). Please vote as soon as possible to make sure that your shares are represented at the BayCom special meeting or the PEB special meeting, as applicable. If you do not vote, it will have the same effect as voting against the merger agreement.

This joint proxy statement/prospectus provides you with detailed information about the proposed merger. You are encouraged to read the entire joint proxy statement/prospectus, including the appendices and the documents incorporated by reference, carefully. In particular, you should read the “Risk Factors” section beginning on page 18 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you.

We thank you for your continued support.

Sincerely,

Neither the Securities and Exchange Commission nor any state securities commission or bank regulatory agency has approved or disapproved the BayCom common shares to be issued in the merger or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The securities that BayCom is offering through this joint proxy statement/prospectus are not savings or deposit accounts or other obligations of any bank or nonbank subsidiary of BayCom or PEB, and they are not insured by the Federal Deposit Insurance Corporation or any other government agency.

This joint proxy statement/prospectus is dated [·], 2021 and is first being mailed to BayCom shareholders and PEB shareholders on or about [·], 2021.

BayCom Corp
500 Ygnacio Valley Road

Suite 200

Walnut Creek, California 94596

NOTICE OF SPECIAL MEETING OF BAYCOM SHAREHOLDERS

500 Ygnacio Valley Road

Suite 200

Walnut Creek, California 94596

TO OUR SHAREHOLDERS:

We are pleased to notify you of and invite you to attend a special meeting of shareholders. At the special meeting, you will be asked to vote on the following matters:

No other business may be conducted at the BayCom special meeting.

Only shareholders of record at the close of business on [•], 2021 are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting. The affirmative vote of the holders of a majority of the outstanding BayCom common shares as of that date is required to approve the BayCom merger proposal. The BayCom adjournment proposal will be approved if a majority of the votes cast are voted in favor of the proposal.

The merger agreement, which is attached as Appendix A to this joint proxy statement/prospectus, sets forth the terms of the merger. The transaction is also more fully described in the enclosed joint proxy statement/prospectus. You are urged to read these documents carefully and in their entirety. In particular, see “Risk Factors” beginning on page [·] of the accompanying joint proxy statement/prospectus.

BayCom has determined that BayCom shareholders are not entitled to appraisal or dissenters’ rights with respect to the proposed merger under California Corporations Code Sections 1300, et. seq.

BayCom’s board of directors has approved the principal terms of the merger agreement, including the merger and BayCom’s issuance of shares pursuant to the merger agreement, and believes that the BayCom merger proposal is in the best interests of BayCom and its shareholders, and unanimously recommends that BayCom shareholders vote “FOR” the BayCom merger proposal and “FOR” the BayCom adjournment proposal.

Your vote is very important. To ensure your representation at the BayCom special meeting, please (1) complete, sign, date and return the enclosed proxy card in the envelope provided or (2) follow the instructions provided on the proxy card to submit your proxy by telephone or through the Internet. If you hold your shares through a bank, broker or other nominee, you should direct the vote of your shares in accordance with the voting instructions received from your bank, broker or other nominee. Please vote promptly whether or not you expect to attend the BayCom special meeting.

We expect to hold the BayCom special meeting in person, but we continue to monitor the situation regarding COVID-19 closely. Accordingly, we are planning for the possibility that the BayCom special meeting may be subject to special precautions, including limitations on the number of participants in one room or other limitations.

In that regard, only BayCom shareholders will be admitted to the BayCom special meeting. No guests will be permitted. For safety and security purposes, you will need to obtain authorization in advance to attend the BayCom special meeting in person. To do so, please make your request by mail to BayCom at 500 Ygnacio Valley Road, Suite 200, Walnut Creek, California 94596, Attention: Agnes Chui, Assistant Corporate Secretary, by email at achui@ubb-us.com, or by phone at (925) 476-1843. BayCom must receive your request for pre-authorization on or before [•], 2021.

Please read carefully the sections in the joint proxy statement/prospectus regarding attending and voting at the BayCom special meeting to ensure that you comply with these requirements. You are encouraged to read the entire joint proxy statement/prospectus, including the appendices and the documents incorporated by reference, carefully. If you have any questions about the proposals or need assistance in voting your shares, please call Keary L. Colwell, Senior Executive Vice President and Secretary, at (925) 476-1805.

PACIFIC ENTERPRISE BANCORP

17748 Skypark Circle, Suite 100

Irvine, California 92614

NOTICE OF SPECIAL MEETING OF PEB SHAREHOLDERS

17748 Skypark Circle, Suite 100

Irvine, California 92614

TO OUR SHAREHOLDERS:

We are pleased to notify you of and invite you to attend a special meeting of shareholders. At the special meeting, you will be asked to vote on the following matters:

No other business may be conducted at the PEB special meeting.

Only shareholders of record at the close of business on [•], 2021 are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting. The affirmative vote of the holders of a majority of the outstanding PEB common shares as of that date is required to approve the PEB merger proposal. The adjournment proposal will be approved if a majority of the votes cast are voted in favor of the proposal.

The merger agreement, which is attached as Appendix A to this joint proxy statement/prospectus, sets forth the terms of the merger. The transaction is also more fully described in the enclosed joint proxy statement/prospectus. You are urged to read these documents carefully and in their entirety. In particular, see “Risk Factors” beginning on page [·] of the accompanying joint proxy statement/prospectus.

The PEB board of directors has approved the principal terms of the merger agreement, including the merger, and believes that the PEB merger proposal is in the best interests of PEB and its shareholders, and unanimously recommends that PEB shareholders vote “FOR” the PEB merger proposal and “FOR” the PEB adjournment proposal.

Your vote is very important. To ensure your representation at the PEB special meeting, please (1) complete, sign, date and return the enclosed proxy card in the envelope provided or (2) follow the instructions provided on the proxy card to submit your proxy by telephone or through the Internet. If you hold your shares through a bank, broker or other nominee, you should direct the vote of your shares in accordance with the voting instructions received from your bank, broker or other nominee. Please vote promptly whether or not you expect to attend the PEB special meeting.

We expect to hold the PEB special meeting in person, but we continue to monitor the situation regarding COVID-19 closely. Accordingly, we are planning for the possibility that the PEB special meeting may be subject to special precautions, including limitations on the number of participants in one room or other limitations.

In that regard, only PEB shareholders will be admitted to the PEB special meeting. No guests will be permitted. For safety and security purposes, you will need to obtain authorization in advance to attend the PEB special meeting in person. To do so, please make your request by mail to PEB at 17748 Skypark Circle, Suite 100, Irvine, California 92614, Attention: Jerro M. Otsuki, Corporate Secretary, by email at jotsuki@pacificenterprisebank.com, or by phone at (949) 623-7592. PEB must receive your request for pre-authorization on or before [•], 2021.

Please read carefully the sections in the joint proxy statement/prospectus regarding attending and voting at the PEB special meeting to ensure that you comply with these requirements. You are encouraged to read the entire joint proxy statement/prospectus, including the appendices and the documents incorporated by reference, carefully. If you have any questions about the proposals or need assistance in voting your shares, please call PEB’s proxy solicitor, Georgeson, at (800) 309-0984.

PEB shareholders will be given the opportunity to exercise dissenters’ rights in accordance with certain procedures specified in California Corporations Code Sections 1300, et. seq. If you meet all of the requirements under applicable California law, and follow all of its required procedures, you may receive cash in the amount equal to the fair value of your shares. For additional details about dissenters’ rights, please refer to “Dissenters’ Rights” beginning on page [·] and Appendix D to this joint proxy statement/prospectus.

REFERENCES TO ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about BayCom from documents filed with the Securities and Exchange Commission, which we refer to as the SEC, that are not included in or delivered with this joint proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by BayCom, free of charge, from the SEC’s website at http://www.sec.gov. You may also request copies of these documents free of charge, by written or oral request by contacting BayCom at the following address:

BayCom Corp
500 Ygnacio Valley Road, Suite 200

Walnut Creek, CA 94596

Attention: Agnes Chui, Assistant, Corporate Secretary

(925) 476-1843

PEB does not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, is not subject to the reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and accordingly does not file documents or reports with the SEC.

All website addresses given in this joint proxy statement/prospectus are for information only and are not intended to be an active link or to incorporate any website information into this joint proxy statement/prospectus.

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five (5) business days before the date of the applicable special meeting. This means that BayCom shareholders requesting documents must do so by [•], 2021, in order to receive them before the BayCom special meeting, and PEB shareholders requesting documents must do so by [•], 2021, in order to receive them before the PEB special meeting. The section of this joint proxy statement/prospectus entitled “Where You Can Find More Information” has additional information about obtaining copies of documents that BayCom has filed with the SEC.

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by BayCom (File No. 333-[·]), constitutes a prospectus of BayCom under Section 5 of the Securities Act of 1933, as amended, which we refer to as the Securities Act, with respect to the shares of common stock, no par value per share, of BayCom. which we refer to as BayCom common stock, to be issued pursuant to the Agreement and Plan of Merger, dated as of September 7, 2021, by and among BayCom and PEB. This document also constitutes a proxy statement for BayCom under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. It also constitutes a notice of special meeting with respect to the BayCom special meeting. This document also constitutes a proxy statement of PEB and also includes a notice with respect to the PEB special meeting. These joint proxy materials are furnished in connection with the respective proxy solicitations being conducted by the board of directors of BayCom and PEB.

Except where the context otherwise indicates, BayCom has supplied all information contained in this joint proxy statement/prospectus relating to BayCom, and PEB has supplied all information contained in this joint proxy statement/prospectus relating to PEB.

You should rely only on the information contained in, or incorporated by reference into, this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [·], 2021, and you should assume that the information in this joint proxy statement/prospectus is accurate only as of such date. You should assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of the date of the document that includes such information. Neither the mailing of this joint proxy statement/prospectus to BayCom or PEB shareholders nor the issuance by BayCom of BayCom common stock in connection with the merger will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

TABLE OF CONTENTS

Questions and Answers About the Merger

The following questions and answers briefly address certain commonly asked questions about the merger and the respective special meetings of shareholders of BayCom Corp and of Pacific Enterprise Bancorp. These questions and answers, as well as the following summary, are not meant to be a substitute for the information contained in the remainder of this document, and this information is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this document. You should carefully read the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this joint proxy statement/prospectus. For details about where you can find additional important information, please see the section of this joint proxy statement/prospectus entitled “Where You Can Find More Information.”

Unless the context otherwise requires, references in this joint proxy statement/prospectus to BayCom refer to BayCom Corp, a California corporation, and its affiliates, including United Business Bank, a California state commercial bank and a wholly-owned subsidiary of BayCom, which we refer to as UB Bank. Additionally, unless the context otherwise requires, references in this joint proxy statement/prospectus to PEB refer to Pacific Enterprise Bancorp, a California corporation, and its affiliates, including Pacific Enterprise Bank, a California state commercial bank and a wholly-owned subsidiary of PEB, which we refer to as PE Bank.

The merger cannot be completed unless BayCom shareholders approve the BayCom merger proposal and PEB shareholders approve the PEB merger proposal. Each of BayCom and PEB is holding a special meeting of its shareholders to vote on these proposals necessary to complete the merger. Information about the special meetings, the merger and the other business to be considered at the special meetings is contained in this joint proxy statement/prospectus. This joint proxy statement/prospectus contains important information about the merger, the merger agreement, a copy of which is included as Appendix A to this joint proxy statement/prospectus, and the BayCom and PEB proxy solicitations. You should read this information carefully and in its entirety.

PEB Special Meeting. PEB shareholders of record at the close of business on [Record Date], the record date for the special meeting, are entitled to receive notice of and to vote on matters that come before the special meeting and any adjournments or postponements of the special meeting. However, a PEB shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the special meeting.

Each PEB common share that you own as of the record date entitles you to one vote. As of the close of business on [Record Date], there were [•] outstanding PEB common shares. As of that date, [•] of the outstanding PEB common shares entitled to vote were held by directors and executive officers of PEB and their respective affiliates.

If you are the record holder of your shares (meaning a share certificate has been issued in your name and/or your name appears on either BayCom’s or PEB’s stock ledger) and you respond but do not indicate how you want to vote, your proxy will be counted as a vote in favor of approval of your company’s merger proposal as well as a vote in favor of approval of your company’s adjournment proposal. If your shares are held in street name with a broker, your broker will vote your shares on the merger agreement proposal only if you provide instructions to it on how to vote. Shares that are not voted because you do not properly instruct your broker will have the effect of votes against your company’s merger proposal.

If you respond and abstain from voting, your abstention will have the same effect as a vote against approval of your company’s merger agreement proposal but will have no effect on your company’s adjournment proposal.

Attendance at your company’s special meeting by itself will not automatically revoke your proxy. A revocation or later-dated proxy received by BayCom or PEB after the vote is taken at their respective special meetings will not affect your previously submitted proxy. PEB’s corporate secretary’s mailing address is: Pacific Enterprise Bancorp, 17748 Skypark Circle, Suite 100, Irvine, CA 92614, Attention: Jerro M. Otsuki, Corporate Secretary. BayCom’s corporate secretary’s mailing address is: BayCom Corp, 500 Ygnacio Valley Road, Suite 200, Walnut Creek, California 94596, Attention: Keary L. Colwell, Corporate Secretary. If your shares are held in “street name” through a bank or broker, you should contact your bank or broker to change your voting instructions.

Tax matters are complicated, and the tax consequences of the merger to a particular PEB shareholder will depend in part on such shareholder’s individual circumstances. Accordingly, each PEB shareholder is urged to consult such shareholder’s own tax advisor for a full understanding of the tax consequences of the merger to such shareholder, including the applicability and effect of federal, state, local and foreign income and other tax laws.

PEB shareholders may also call, Georgeson Inc., a professional proxy solicitation firm, which we refer to as Georgeson, retained by PEB to assist in the solicitation of proxies at the PEB Special Meeting, toll-free at (800) 509-0984.

Summary

We have prepared this summary of certain selected information to assist you in your review of this joint proxy statement/prospectus. It is necessarily general and abbreviated, and it is not intended to be a complete explanation of all of the matters covered in this joint proxy statement/prospectus. To understand the merger and the issuance of shares of BayCom common stock in the merger, please see the more complete and detailed information in the sections that follow this summary, as well as the financial statements and appendices included in this joint proxy statement/prospectus. Each item in this summary includes a page reference directing you to a more complete description of that item. In addition, we incorporate by reference important business and financial information about BayCom into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find Additional Information” beginning on page [·]. We urge you to read all of these documents in their entirety prior to returning your proxy or voting at the special meeting of your company’s shareholders.

The Companies

BayCom Corp
500 Ygnacio Valley Road, Suite 200
Walnut Creek, CA 94596
(925) 476-1800

BayCom Corp is a bank holding company headquartered in Walnut Creek, California. BayCom’s wholly-owned banking subsidiary, UB Bank, provides a broad range of financial services to businesses and business owners as well as individuals through its network of 33 full service branches, with 15 locations in California, two in Washington, five in Central New Mexico and 11 in Colorado. BayCom’s principal objective is to continue to increase shareholder value and generate consistent earnings growth by expanding its commercial banking franchise through both strategic acquisitions and organic growth. Since 2010, BayCom has expanded its geographic footprint through nine strategic acquisitions. BayCom believes its strategy of selectively acquiring and integrating community banks has provided it with economies of scale and improved its overall franchise efficiency. Looking forward, BayCom expects to continue to pursue strategic acquisitions and believes its targeted market areas include many and varied acquisition opportunities to strengthen its presence in existing markets or expand its operations into new markets with attractive business prospects. While not without risk, BayCom believes there are certain advantages resulting from mergers and acquisitions. These advantages include, among others, the diversification of its loan portfolio with seasoned loans, the expansion of its market areas and an effective method to augment its growth and risk management infrastructure through the retention of local lending personnel and credit administration personnel to manage the client relationships of the banks being acquired. UB Bank is focused on continuing to grow organically and believes the metropolitan and community markets in which it operates currently provides meaningful opportunities to expand its commercial client base and increase both interest-earning assets and market share. BayCom believes its geographic footprint, which now includes the San Francisco Bay area, the metropolitan markets of Los Angeles, California, Seattle, Washington, and Denver, Colorado, and community markets including Albuquerque, New Mexico, and Custer, Delta and Grand counties, Colorado, provides it with access to low cost, stable core deposits in community markets that UB Bank can use to fund commercial loan growth. UB Bank strives to provide an enhanced banking experience for its clients by providing them with a comprehensive suite of sophisticated banking products and services tailored to meet their needs, while delivering the high-quality, relationship-based client service of a community bank.

BayCom is subject to regulation by the Federal Reserve Board, and UB Bank is examined and regulated by the DFPI and the Federal Reserve Board. BayCom had total consolidated assets of $2.3 billion, total deposits of $2.0 billion, consolidated borrowings of $71.8 million and total consolidated shareholders’ equity of $252.5 million at June 30, 2021. BayCom’s principal executive offices are located at 500 Ygnacio Valley Road, Suite 200, Walnut Creek, CA 94596 and its telephone number is (925) 476-1800. BayCom trades on the NASDAQ under the symbol “BCML.”

Pacific Enterprise Bancorp
17748 Skypark Circle, Suite 100

Irvine, CA 92614

(949) 623-7600

PEB is a bank holding company, incorporated in California in 2006, and registered under the Bank Holding Company Act of 1956, as amended. PEB’s material operations are limited to those of its principal subsidiary, PE Bank, a wholly-owned California state chartered bank that commenced its operations in 2007 and is a member of the Federal Reserve System.

PEB had total consolidated assets of $646.9 million, consolidated loans of $568.7 million, consolidated deposits of $424.1 million, consolidated borrowings of $155.1 million and consolidated shareholders’ equity of $61.0 million as of June 30, 2021.

PE Bank originates commercial and consumer loans and receives deposits from its customers who are predominately small and middle-market businesses and individuals located primarily in Orange County, California. PE Bank participates in government guarantee loan programs including from the U.S. Small Business Administration, which we refer to as the SBA, as well as California Capital Access, which we refer to as CalCAP loans. PE Bank’s customers can access their account information and perform transactions in the bank’s branch, online, and through mobile applications.

PEB’s corporate offices are located at 17748 Skypark Circle, Suite 100, Irvine, California 92614, and the telephone number is (949) 623-7600. PE Bank maintains an internet website at www.pacificenterprisebank.com. The information on this website is not part of this joint proxy statement/prospectus. PE Bank operates from its one-branch location.

The Merger (Page [•])

We propose a merger in which PEB will merge with and into BayCom, with BayCom as the surviving corporation, and a follow-up bank merger in which PE Bank, the wholly-owned subsidiary of PEB, will merge with and into UB Bank, the wholly-owned subsidiary of BayCom, with UB Bank as the surviving bank. As a result of the mergers, PEB will cease to exist as a separate corporation and PE Bank will cease to exist as a separate financial institution.

Both the BayCom merger proposal and the PEB merger proposal must be approved by a majority of the outstanding common shares entitled to vote at their respective special meetings. As an inducement to and condition of BayCom’s willingness to enter into the merger agreement, certain of the shareholders of PEB, including each of its executive officers and directors, agreed to vote all of their shares of PEB common stock in favor of the PEB merger proposal and the PEB adjournment proposal at the PEB special meeting. As of [Record Date], the voting agreements covered [•] shares of PEB common stock, constituting approximately [•]% of PEB’s outstanding voting shares. The voting agreements terminate if the merger agreement is terminated in accordance with its terms. A copy of the form of voting agreement is attached as Exhibit A to the merger agreement attached as Appendix A to this joint proxy statement/prospectus.

We expect the merger of PEB and BayCom to be completed during the first quarter of 2022. If the merger is not completed by April 30, 2022, either party may terminate the merger agreement, except that either party can extend such date to May 31, 2022 if the failure of the closing is due to not obtaining the requisite regulatory approvals. PEB and BayCom would need to mutually agree to any additional extension of the closing date of the merger.

The Merger Agreement (Page [•])

The merger agreement is described beginning on page [·]. The merger agreement also is attached as Appendix A to this joint proxy statement/prospectus. We urge you to read the merger agreement in its entirety because it contains important provisions governing the terms and conditions of the merger.

Consideration to be Received in the Merger (Page [•])

In the merger, PEB shareholders will have the right, with respect to each of their PEB common shares (other than excluded shares), to receive, as described below, an amount of BayCom common shares equal to the exchange ratio, which is 1.0292. The value of the consideration to be received by PEB shareholders in the merger will vary with the trading price of BayCom common shares between now and the completion of the merger. Therefore, the value of the merger consideration may be different than its estimated value based on the current price of BayCom common stock, the price of BayCom common stock at the time of the BayCom special meeting or the PEB special meeting and the price of BayCom common stock on the date the merger is completed.

PEB shareholders will not receive any fractional shares of BayCom common stock. In lieu of the issuance of any such fractional share, BayCom shall pay to each former shareholder of PEB who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by the exchange agent by multiplying (i) the BayCom average closing price by (ii) the fraction of a share (after taking into account all shares of PEB common stock held by such holder at the effective time of the merger and rounded to the nearest one ten thousandth when expressed in decimal form) of BayCom common stock to which such holder would otherwise be entitled to receive.

PEB Shareholders Will Own Approximately 22.2% of the Outstanding BayCom Common Shares after the Merger (Page [•])

Based on the number of BayCom common shares and PEB common shares outstanding as of [Record Date], PEB shareholders will collectively own approximately 22.2% of the outstanding BayCom common shares after the merger on a fully diluted basis (disregarding any BayCom common stock they may already own and assuming no outstanding PEB stock options are exercised before completion of the merger).

Recommendation of the BayCom Board of Directors and Reasons of BayCom for the Merger (Page [•])

The BayCom board of directors believes the merger is in the best interests of BayCom and the PEB shareholders. The BayCom board of directors unanimously recommends that BayCom shareholders vote “FOR” the BayCom merger proposal and the BayCom adjournment proposal. For the factors considered by the BayCom board of directors in reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement, including the merger and issuance of BayCom common stock in connection with the merger, and making its recommendation, see “The Merger—Recommendation of the BayCom Board of Directors and Reasons of BayCom for the Merger.”

Recommendation of the PEB Board of Directors and Reasons of PEB for the Merger (Page [•])

The PEB board of directors believes the merger is in the best interests of PEB and the PEB shareholders. The PEB board of directors unanimously recommends that PEB shareholders vote “FOR” the approval of the PEB merger proposal and the PEB adjournment proposal. For the factors considered by the PEB board of directors in reaching its decision to approve the merger agreement, including the merger and making its recommendation, see “The Merger—Recommendation of the PEB Board of Directors and Reasons of PEB for the Merger.”

Opinion of BayCom’s Financial Advisor (Page [•])

At the September 7, 2021 meeting at which BayCom’s board of directors considered the transaction and the merger agreement, Janney Montgomery Scott LLC, which we refer to as Janney, delivered to the board of directors its opinion, dated September 7, 2021, to the effect that, as of such date, the merger consideration was fair to BayCom from a financial point of view. The full text of Janney’s opinion is attached as Annex B to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Janney in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion.

Janney’s opinion was directed to the board of directors of BayCom in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any shareholder of BayCom as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the principal terms of the merger agreement, including the merger and stock issuance. Janney’s opinion was directed only to the fairness, from a financial point of view, of the merger consideration to BayCom and did not address the underlying business decision of BayCom to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for BayCom or the effect of any other transaction in which BayCom might engage. Janney also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of BayCom or PEB, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder. Holders of BayCom common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Opinion of PEB’s Financial Advisor (Page [•])

At the September 7, 2021 meeting at which the PEB board of directors considered the transaction and the merger agreement, Hovde Group, LLC, which we refer to as Hovde, delivered its written opinion to the PEB board of directors that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the merger consideration, as set forth in the merger agreement was fair to the holders of PEB common stock and PEB stock options from a financial point of view.

The Hovde written opinion, dated September 7, 2021, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex C to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Hovde in rendering its opinion. The Hovde opinion was addressed to the PEB board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The Hovde opinion did not address the underlying business decision of PEB to engage in the merger or enter into the merger agreement or constitute a recommendation to the PEB board of directors in connection with the merger, and it does not constitute a recommendation to any holder of PEB common stock or any shareholder of any entity as to how to vote in connection with the merger or any other matter. Holders of PEB common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

Treatment of Outstanding PEB Stock Options (Page [•])

At the effective time of the merger, each PEB option, whether vested or unvested, will be canceled and will only entitle the holder thereof to receive from PEB an amount in cash equal to the product of (i) the total number of shares of PEB common stock subject to such PEB stock option, multiplied by (ii) the amount, if any, by which the product of the BayCom volume-weighted average closing price multiplied by the exchange ratio exceeds the exercise price per share of such PEB stock option, less any applicable taxes required to be withheld with respect to such cash payment. For PEB stock options that are exercised before the closing, the underlying shares of PEB common stock received upon exercise will be exchanged for the stock consideration.

Assuming no PEB stock options are exercised before the closing, cash payments to holders of PEB stock options would amount to approximately $[•] in the aggregate based on the closing price of BayCom common stock as of [•], 2021, the latest practicable date before the date of mailing of this joint proxy statement/prospectus.

Treatment of PEB Restricted Stock (page [•])

Immediately prior to the effective time of the merger, all outstanding shares of PEB stock subject to vesting restrictions granted under PEB benefit plans, which we refer to as PEB restricted stock, will become fully vested. At the effective time of the merger, each share of PEB restricted stock that is outstanding prior to the closing of the merger will be cancelled and converted automatically (without any further action on part of the holder thereto) into the right to receive the merger consideration in respect of each share of PEB restricted stock.

Comparative Stock Prices (Page [•])

BayCom. BayCom common stock currently trades on the NASDAQ under the ticker “BCML.” The closing price of BayCom common stock was $17.28 per share on September 3, 2021, the last trading day before public announcement of the merger. The closing price of BayCom common stock was $[•] per share on [•], the last practicable trading day before the date of this joint proxy statement/prospectus.

PEB. PEB common stock is quoted on the OTC Pink Open Market under the symbol “PEBN.” The closing price of PEB common stock was $24.00 per share on September 3, 2021, the last trading day before public announcement of the merger. The closing price of PEB common stock was $[•] per share on [•], the last practicable trading day before the date of this joint proxy statement/prospectus.

While PEB common stock is quoted on the OTC Pink Open Market and various brokers offer to make a market in its common stock, historical trading volume to date has been characterized by relatively low trading volume, as typically no more than 1,000 shares may trade on any given trading day. As of the date of this joint proxy statement/prospectus, the $24.00 closing price for each share of PEB common stock on September 3, 2021, the last trading day before public announcement of the merger, reflects the highest price per share sold on the OTC Pink Open Market during 2021, while the lowest price per share sold was $16.00 on January 5, 2021. Given the low trading volume in PEB common stock, PEB does not consider quotations on the OTC Pink Open Market to reflect an "established public market" as only a few trades can significantly affect the price. It is likely that PEB shareholders may find it difficult to sell a significant number of shares of PEB common stock at the prevailing market price. As a result of this lack of trading activity and lack of analyst coverage, the quoted price for PEB common stock on the OTC Pink Open Market is not necessarily a reliable indicator of its fair value. Therefore, the PEB board of directors and management placed more emphasis on PEB’s tangible book value per share rather than the market value of PEB common stock in determining the value of PEB common stock to be utilized for purposes of calculating the exchange ratio.

The following table shows the tangible book value per share of BayCom common stock and PEB common stock as of August 31, 2021, the month-end immediately preceding the public announcement of the merger, and on October 31, 2021, the month-end immediately preceding the date of mailing of this joint proxy statement/prospectus and the equivalent tangible book value per share of PEB common stock on those dates. The equivalent tangible book value per share is calculated by multiplying the tangible book value per share of BayCom common stock on the applicable date by the exchange ratio of 1.0292 and rounding to the nearest cent.

The difference between the PEB tangible book value and the equivalent value per share of PEB common stock primarily reflects the $3.4 million of transaction expenses to be paid by PEB.

PEB’s Directors and Executive Officers Have Interests in the Merger that Differ From, or Are in Addition to, Your Interests in the Merger (Page [•])

You should be aware that the directors and executive officers of PEB have interests in the merger that are different from, or are in addition to, the interests of PEB shareholders. These interests may create potential conflicts of interest. The PEB board of directors was aware of and considered these interests, among other matters, when making its decisions to approve the merger agreement and in recommending that PEB shareholders vote in favor of approving the merger agreement. These include the following:

For a more complete description of these interest interests, see “The Merger – Interests of Certain Persons in the Merger” on page [•].

Material United States Federal Income Tax Considerations of the Merger (Page [•])

The merger is expected to qualify for U.S. federal income tax purposes as a "reorganization" within the meaning of Section 368(a) of the Code. As a result, a PEB shareholder generally will not recognize any gain or loss upon the exchange of shares of PEB common stock for shares of BayCom common stock, except that PEB shareholders will recognize gain or loss with respect of the receipt of cash in lieu of fractional BayCom common shares. In addition, PEB shareholders will recognize gain or loss if they exercise dissenters’ rights.

For further information concerning U.S. federal income tax consequences of the merger, please see “Material United States Federal Income Tax Consequences of the Merger” beginning on page [•].

Tax matters are very complicated and the consequences of the merger to any particular PEB shareholder will depend on that shareholder’s particular facts and circumstances. PEB shareholders are urged to consult their own tax advisors to determine their own tax consequences from the merger.

Accounting Treatment (Page [•])

The merger will be accounted for as an acquisition of PEB by BayCom under the acquisition method of accounting in accordance with U.S. generally accepted accounting principles.

In Order to Complete the Merger, We Must First Obtain Certain Regulatory Approvals (Page [•])

In order to complete the merger, BayCom and PEB must first obtain all regulatory approvals, consents or waivers required in connection with the merger and the bank merger. Accordingly, the parties must obtain the approval of the Federal Reserve Board, the FDIC and DFPI. The U.S. Department of Justice may review the impact of the merger and the bank merger on competition. As of the date of this joint proxy statement/prospectus, BayCom, UB Bank and PE Bank have submitted applications and notifications to obtain the required regulatory approvals.

There can be no assurance as to whether all regulatory approvals will be obtained or as to the dates of the approvals. There also can be no assurance that the regulatory approvals received will not contain a condition or requirement that results in a failure to satisfy the conditions to closing set forth in the merger agreement. See the section entitled “The Merger Agreement—Conditions to Completion of the Merger” on page [•].

PEB Shareholders Have Dissenters’ Rights (Page [•])

Under the CGCL, PEB common shareholders are entitled to dissenters’ rights in connection with the merger. PEB shareholders who do not vote in favor of the merger, timely file written demands that PEB acquire their shares of PEB common stock for cash and comply with the other procedural requirements set forth in CGCL Sections 1300, et seq. may demand that PEB acquire their shares of PEB common stock for cash at their fair market value as of September 7, 2021, the day of, and immediately prior to, the first public announcement of the terms of the merger, excluding any appreciation or depreciation in consequence of the merger.

The provisions of California law governing dissenters’ rights are complex, and you should study them carefully if you hold any such shares and wish to exercise your dissenters’ rights. A copy of Sections 1300-1313 of the CGCL is attached to this joint proxy statement/prospectus as Appendix D. For a more detailed discussion of dissenters’ rights under California law, please see the section entitled “The Merger— Dissenters’ Rights” beginning on page [•] of this joint proxy statement/prospectus.

Additional Conditions to Consummation of the Merger (Page [•])

In addition to the regulatory approvals, the consummation of the merger depends on a number of conditions being met, including, among others:

Where the law permits, either BayCom or PEB could elect to waive a condition to its obligation to complete the merger although that condition has not been satisfied. We cannot be certain when (or if) the conditions to the merger will be satisfied or waived or that the merger will be completed.

In addition, after the shareholders of PEB and/or BayCom have adopted the merger agreement, we may not amend the merger agreement to reduce the amount or change the form of consideration to be received by PEB shareholders in the merger without the approval of PEB shareholders as required by law.

We May Decide Not to Complete the Merger (Page [•])

PEB and BayCom, by mutual consent, can agree at any time not to complete the merger, even if the shareholders of PEB and/or BayCom have voted to approve the merger agreement. Also, either party can decide, without the consent of the other, not to complete the merger in a number of other situations, including:

BayCom, without the consent of PEB, can terminate:

PEB, without the consent of BayCom, can terminate:

Under some circumstances, PEB will be required to pay a termination fee to BayCom if the merger agreement is terminated (Page [•])

PEB must pay BayCom a termination fee of $2.5 million if:

Comparison of Shareholder Rights (Page [•])

The conversion of your PEB common stock into the right to receive BayCom common stock in the merger will result in differences between your rights as a PEB shareholder, which are governed by the CGCL and PEB's Articles of Incorporation and Bylaws, and your rights as a BayCom shareholder, which are governed by the CGCL and BayCom's Articles of Incorporation and Bylaws.

The BayCom Special Meetings (Page [•])

Meeting Information and Vote Requirements

The special meeting of BayCom’s shareholders will be held on [Weekday], December [•], 2021 at [•] p.m. Pacific Time at 500 Ygnacio Valley Road, Suite 200, Walnut Creek, California, unless adjourned or postponed. At the special meeting, BayCom’s shareholders will be asked to:

No other business may be conducted at the BayCom special meeting.

You may vote at the BayCom special meeting if you owned BayCom common stock as of the close of business on [Record Date]. Each share of BayCom common stock entitles the holder to one vote at the BayCom special meeting on each proposal to be considered. The affirmative vote of a majority of the shares of BayCom common stock outstanding on [Record Date] will be required to approve the BayCom merger proposal.

Approval of the BayCom adjournment proposal requires the affirmative vote of a majority of the shares of BayCom common stock represented (in person or by proxy) at the BayCom special meeting and voting on the proposal (which affirmative vote constitutes at least a majority of the required quorum).

If you fail to submit a proxy or to vote in person at the BayCom special meeting, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee (which we refer to as a broker non-vote) with respect to the BayCom merger proposal, it will have the same effect as a vote “AGAINST” the BayCom merger proposal. If you fail to submit a proxy or to vote in person at the BayCom special meeting, or fail to instruct your bank, broker or other nominee (which we refer to as a broker non-vote) with respect to the BayCom adjournment proposal, it will have no effect on such proposal. If you mark “ABSTAIN” on your proxy with respect to the BayCom adjournment proposal, it will have the same effect as a vote “AGAINST” the BayCom adjournment proposal.

BayCom shareholders of record may vote by mail, over the Internet, or by attending the BayCom special meeting and voting in person. Each proxy returned to BayCom by a record holder of BayCom common stock which is not revoked will be voted in accordance with the instructions indicated thereon. If no instructions are indicated on a properly executed BayCom proxy that is returned, such proxy will be voted “FOR” the BayCom merger proposal and “FOR” the BayCom adjournment proposal. BayCom shareholders who hold their shares in “street name” through a broker, bank or other nominee must follow the instructions provided by their broker, bank or other nominee to vote their shares.

We expect to hold the BayCom special meeting in person, but we continue to monitor the situation regarding COVID-19 closely. Accordingly, we are planning for the possibility that the BayCom special meeting may be subject to special precautions, including limitations on the number of participants in one room or other limitations. In that regard, only BayCom shareholders will be admitted to the BayCom special meeting. No guests will be permitted. For safety and security purposes, you will need to obtain authorization in advance to attend the BayCom special meeting in person. To do so, please make your request by mail to BayCom at 500 Ygnacio Valley Road, Suite 200, Walnut Creek, California 94596, Attention: Agnes Chui, Assistant Corporate Secretary, by email at achui@ubb-us.com, or by phone at (925 ) 476 -1843. BayCom must receive your request for pre-authorization on or before [•], 2021.

The PEB Special Meeting (Page [•])

Meeting Information and Vote Requirements

The special meeting of PEB’s shareholders will be held on [Weekday], December [•], 2021 at [•] p.m. Pacific Time at 17748 Skypark Circle, Suite 100, Irvine, California, unless adjourned or postponed. At the special meeting, PEB’s shareholders will be asked to:

No other business may be conducted at the PEB special meeting.

You may vote at the PEB special meeting if you owned PEB common stock as of the close of business on [Record Date]. Each share of PEB common stock entitles the holder to one vote at the PEB special meeting on each proposal to be considered. The affirmative vote of a majority of the shares of PEB common stock outstanding on [Record Date] will be required to approve the PEB merger proposal.

Approval of the PEB adjournment proposal requires the affirmative vote of a majority of the shares of PEB common stock represented (in person or by proxy) at the PEB special meeting and voting on the proposal (which affirmative vote constitutes at least a majority of the required quorum).

If you fail to submit a proxy or to vote in person at the PEB special meeting, mark “ABSTAIN” on your proxy or fail to instruct your bank, broker or other nominee (which we refer to as a broker non-vote) with respect to the PEB merger proposal, it will have the same effect as a vote “AGAINST” the PEB merger proposal. If you fail to submit a proxy or to vote in person at the PEB special meeting, or fail to instruct your bank, broker or other nominee (which we refer to as a broker non-vote) with respect to the PEB adjournment proposal, it will have no effect on such proposal. If you mark “ABSTAIN” on your proxy with respect to the PEB adjournment proposal, it will have the same effect as a vote “AGAINST” the PEB adjournment proposal.

PEB shareholders of record may vote by mail, over the Internet, or by attending the PEB special meeting and voting in person. Each proxy returned to PEB by a record holder of PEB common stock which is not revoked will be voted in accordance with the instructions indicated thereon. If no instructions are indicated on a properly executed PEB proxy that is returned, such proxy will be voted “FOR” the PEB merger proposal and “FOR” the PEB adjournment proposal. PEB shareholders who hold their shares in “street name” through a broker, bank or other nominee must follow the instructions provided by their broker, bank or other nominee to vote their shares.

We expect to hold the PEB special meeting in person, but we continue to monitor the situation regarding COVID-19 closely. Accordingly, we are planning for the possibility that the PEB special meeting may be subject to special precautions, including limitations on the number of participants in one room or other limitations. In that regard, only PEB shareholders will be admitted to the PEB special meeting. No guests will be permitted. For safety and security purposes, you will need to obtain authorization in advance to attend the PEB special meeting in person. To do so, please make your request by mail to PEB at 17748 Skypark Circle, Suite 100, Irvine, California 92614, Attention: Jerro M. Otsuki, Corporate Secretary, by email at jotsuki@pacificenterprisebank.com, or by phone at (949) 623-7592. PEB must receive your request for pre-authorization on or before [•], 2021.

Risk Factors (Page [•])

You should carefully consider all of the information contained in or incorporated by reference into this joint proxy statement/prospectus, including the risk factors set forth in the section entitled “Risk Factors” beginning on page [•]. You should also read and consider the risk factors relating to the businesses of BayCom and ownership of BayCom common stock described in BayCom’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and its other filings with the SEC, as well as any subsequent documents filed by BayCom with the SEC, which are incorporated into this joint proxy statement/prospectus by reference. See “Where You Can Find More Information” beginning on page [•].

Risk Factors

In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed under the caption entitled “Cautionary Statement Regarding Forward-Looking Statements,” BayCom shareholders and PEB shareholders should carefully consider the following factors in deciding whether to vote for BayCom’s proposals or PEB’s proposals, respectively. Please see the sections entitled “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”

Risks Related to the Merger

Because the market price of BayCom common shares will fluctuate, PEB shareholders cannot be sure of the value of the merger consideration they will receive.

Upon completion of the merger, each share of PEB common stock (other than excluded shares) will be converted into the right to receive 1.0292 shares of BayCom together with cash in lieu of a fractional share of BayCom common stock. The exchange ratio is fixed in the merger agreement, and will not be adjusted for changes in the market price of BayCom common stock or PEB common stock. The value of the BayCom common stock to be received by PEB shareholders in the merger may vary from the value as of the date we announced the merger, the date that this joint proxy statement/prospectus was mailed to shareholders of PEB and BayCom, the date of the PEB special meeting, and the closing date of the merger. Any change in the market price of BayCom common shares prior to completion of the merger will affect the value of the merger consideration that PEB shareholders will receive upon completion of the merger. Accordingly, at the time of the PEB special meeting, PEB shareholders will not know or be able to calculate the value of the merger consideration they would receive upon completion of the merger. Share price changes may result from a variety of factors, including general market and economic conditions, changes in our respective businesses, operations and prospects, and regulatory considerations, among other things. Many of these factors are beyond the control of BayCom and PEB. PEB shareholders should obtain current market quotations for BayCom common shares before voting their shares at the PEB special meeting.

BayCom may fail to realize the anticipated benefits of the merger.

The success of the merger will depend on, among other things, BayCom’s ability to combine and integrate the business of PEB into BayCom’s business. If BayCom is not able to successfully achieve this objective, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected. BayCom and PEB have operated and, until the consummation of the merger, will continue to operate independently. It is possible that the integration process or other factors could result in the loss or departure of key employees, the disruption of the ongoing business of BayCom or PEB or inconsistencies in standards, controls, procedures and policies. It is also possible that clients, customers, depositors and counterparties of PEB could choose to discontinue their relationships with BayCom post-merger because they prefer doing business with a different financial institution, which would adversely affect the future anticipated performance of BayCom. These transition matters could have an adverse effect on BayCom and PEB during the pre-merger period and on the combined company for an undetermined amount of time after the consummation of the merger.

BayCom shareholders and PEB shareholders will have a reduced ownership and voting interest in BayCom after the merger and will exercise less influence over BayCom’s management.

BayCom shareholders currently have the right to vote in the election of the BayCom board of directors and on other matters affecting BayCom. PEB shareholders currently have the right to vote in the election of the PEB board of directors and on other matters affecting PEB. Upon the completion of the merger, except for shareholders who own common shares in both BayCom and PEB, BayCom shareholders and PEB shareholders will be shareholders of BayCom with a percentage ownership of BayCom that is smaller than their current percentage ownership of BayCom or PEB, as applicable. It is currently expected that former shareholders of PEB as a group will receive shares in the merger constituting approximately 22.2% of the outstanding shares of BayCom common stock immediately after the merger. Because of this, both BayCom shareholders and PEB shareholders will have less influence on the management and policies of BayCom than they now have on the management and policies of BayCom or PEB, as applicable.

The shares of BayCom common stock to be received by holders of PEB common stock will have different rights from the shares of PEB common stock.

Upon completion of the merger, PEB shareholders will become BayCom shareholders and their rights as shareholders will be governed by the articles of incorporation of BayCom and BayCom’s bylaws. The rights associated with PEB common stock are different from the rights associated with BayCom common stock. Please see “Comparison of Rights of Shareholders of BayCom and PEB” for more information.

If the merger does not constitute a reorganization under Section 368(a) of the Code, then PEB shareholders may be responsible for the payment of additional U.S. federal income taxes related to the merger.

PEB and BayCom believe that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. However, if the IRS determines that the merger does not qualify as a tax-deferred reorganization under Section 368(a) of the Code, then the exchange of PEB common stock for BayCom common stock pursuant to the merger would be a taxable transaction, regardless of the form of consideration received in exchange for such PEB common stock. The merger would be treated for U.S. federal income tax purposes as a taxable sale by PEB of all of its assets to BayCom followed by a deemed liquidation of PEB. PEB would recognize gain or loss on the deemed taxable sale of all of its assets to BayCom. In addition, each PEB shareholder would recognize a gain or loss equal to the difference between (i) the fair market value of the BayCom merger consideration received by such shareholder in the merger and (ii) such shareholder’s adjusted tax basis in its shares of PEB common stock surrendered pursuant to the merger.

The termination fee, as well as the restrictions on solicitation contained in the merger agreement, may discourage other companies from trying to acquire PEB.

Until the completion of the merger, with certain limited exceptions, PEB is prohibited from soliciting, initiating, encouraging or participating in any discussion of or otherwise considering any inquiries or proposals that may lead to an acquisition proposal, such as a merger or other business combination transaction with any person other than BayCom. In addition, PEB has agreed to pay a termination fee to BayCom in specified circumstances. See “The Merger — Termination Fee” beginning on page [•]. These provisions could discourage other companies from trying to acquire PEB, even though such other companies may be willing to offer a greater merger consideration to PEB shareholders than the merger consideration that PEB has offered in the merger.

The opinion received by the BayCom board from its financial advisor, Janney, and the opinion received by the PEB board from PEB’s financial advisor, Hovde, do not reflect any changes since the date of such opinions.

Neither the opinion delivered by Janney to the BayCom board nor the opinion delivered by Hovde to the PEB board speaks as of any date other than the date of such opinions, which was September 7, 2021. Neither Janney’s opinion nor Hovde’s opinion reflects changes that may occur or may have occurred after the date of such opinion, including changes to the operations and prospects of BayCom or PEB, changes in general market and economic conditions or regulatory or other factors. Changes in the operations and prospects of BayCom or PEB, general market and economic conditions and other factors that may be beyond the control of BayCom and PEB may alter the value of BayCom or PEB or the market price for shares of BayCom common stock or PEB common stock by the time the merger is completed. For a description of Janney’s opinion, see “The Merger — Opinion of BayCom’s Financial Advisor” beginning on page [•]. For a description of Hovde’s opinion, see “The Merger — Opinion of PEB’s Financial Advisor” beginning on page [•]. For a description of the other factors considered by the BayCom board in determining to approve the merger, see “The Merger — BayCom’s Reasons for the Merger; Recommendation of the BayCom Board of Directors” beginning on page [•]. For a description of the other factors considered by the PEB board in determining to approve the merger, see “The Merger  —  PEB’s Reasons for the Merger; Recommendation of the PEB Board of Directors” beginning on page [•].

The merger agreement limits PEB’s ability to pursue alternatives to the merger.

The merger agreement contains non-solicitation provisions that, subject to limited exceptions, limit PEB’s ability to discuss, facilitate or commit to competing third-party proposals to acquire all or a significant part of PEB. Although the PEB board of directors is permitted to take certain actions in connection with the receipt of a competing acquisition proposal if it determines in good faith that the failure to do so would violate its fiduciary duties, taking such actions could, and other actions (such as withdrawing or modifying its recommendation to PEB shareholders that they vote in favor of approval of the merger agreement) would, entitle BayCom to terminate the merger agreement and receive a termination fee of $2.5 million. See the section entitled “The Merger Agreement—Termination of the Merger Agreement” on page [•]. These provisions might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of PEB from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share price than that proposed in the merger, or might result in a potential competing acquiror proposing to pay a lower per share price to acquire PEB than it might otherwise have proposed to pay. The payment of the termination fee could also have an adverse impact on PEB’s financial condition.

PEB will be subject to business uncertainties and contractual restrictions while the merger is pending.

BayCom and PEB have operated and, until the completion of the merger, will continue to operate, independently. Uncertainty about the effect of the merger on employees and customers may have an adverse effect on PEB and consequently on BayCom. These uncertainties may impair PEB’s ability to attract, retain or motivate key personnel until the merger is consummated, and could cause customers and others that deal with PEB to seek to change existing business relationships with PEB. Retention of certain employees may be challenging during the pendency of the merger, as certain employees may experience uncertainty about their future roles with BayCom. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with BayCom, BayCom’s business following the merger could be harmed. In addition, the merger agreement restricts PEB from making certain acquisitions and taking other specified actions until the merger occurs without the consent of BayCom. These restrictions may prevent PEB from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement—Conduct of Businesses Pending the Merger.”

PEB’s directors and executive officers have additional interests in the merger.

In deciding how to vote on the approval of the merger agreement, you should be aware that PEB’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of PEB shareholders generally. See the section entitled “The Merger—Interests of Certain Persons in the Merger.” The PEB board of directors was aware of these interests and considered them when it recommended approval of the merger agreement to the PEB shareholders.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on BayCom following the merger.

Before the merger and the bank merger may be completed, BayCom and PEB must obtain approvals from the Federal Reserve Board, the FDIC and the DFPI. Other approvals, waivers or consents from regulators may also be required. An adverse development in either party’s regulatory standing or other factors could result in an inability to obtain approvals or delay their receipt. These regulators may impose conditions on the completion of the merger or the bank merger or require changes to the terms of the merger or the bank merger. While BayCom and PEB do not currently expect that any such conditions or changes will be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on or limiting the revenues of BayCom following the merger, any of which might have an adverse effect on BayCom following the merger. BayCom is not obligated to complete the merger if the regulatory approvals received in connection with the completion of the merger impose any unduly burdensome condition upon BayCom following the merger or UB Bank following the bank merger. See “The Merger—Regulatory Approvals Required for the Merger” and “The Merger Agreement – Conditions to Completion of the Merger.”

The global coronavirus outbreak may delay or adversely affect the completion of the merger and could harm the business and results of operations for each of BayCom and PEB and the combined company following the completion of the merger.

In March 2020, the World Health Organization declared the coronavirus to be a pandemic. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the COVID-19 pandemic on the businesses of BayCom, PEB and the combined company, and there is no guarantee that efforts by BayCom, PEB and the combined company to address the adverse impacts of the COVID-19 pandemic will be effective. The impact to date has included periods of significant volatility in financial, commodities and other markets. This volatility, if it continues, could have an adverse impact on BayCom’s and PEB’s clients, customers and on the companies’ respective businesses, financial condition and results of operations.

In addition, actions by U.S. federal, state and foreign governments to address the pandemic, including travel bans and school, business and entertainment venue closures, may also have a significant adverse effect on the markets in which BayCom and PEB conduct their businesses. The extent of impacts resulting from the COVID-19 pandemic and other events beyond the control of BayCom, PEB and the combined company will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 pandemic and actions taken to contain the coronavirus or its impact, among others.

The COVID-19 pandemic has, and could result in further, business disruption to BayCom and PEB, and if either company is unable to recover from such a business disruption on a timely basis, the merger and the combined company’s business and financial conditions and results of operations following the completion of the merger would be adversely affected. Completion of the merger, including obtaining regulatory approvals, and efforts to integrate the businesses of BayCom and PEB may also be delayed and adversely affected by the COVID-19 pandemic, and become more costly. Each of BayCom, PEB and the combined company may also incur additional costs to remedy damages caused by such disruptions, which could adversely affect its financial condition and results of operations.

The merger is subject to certain closing conditions that, if not satisfied or waived, will result in the merger not being completed, which may cause the price of BayCom common shares or PEB common shares to decline.

The merger is subject to customary conditions to closing, including the receipt of required regulatory approvals and approval of BayCom’s and PEB’s shareholders. If any condition to the merger agreement is not satisfied or waived, to the extent permitted by law, the merger will not be completed. In addition, if the merger is not completed by April 30, 2022, either BayCom or PEB may choose not to proceed with the merger, provided that either party can extend such date to May 31, 2022 if the failure of the closing is due to not obtaining the requisite regulatory approvals. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after the BayCom shareholder approval or the PEB shareholder approval.

If the merger is not consummated, the ongoing business, financial condition and results of operations of each party may be materially adversely affected and the market price of each party’s common stock may decline significantly, particularly to the extent that the current market price reflects a market assumption that the merger will be consummated. If the consummation of the merger is delayed, including by the receipt of a competing acquisition proposal, the business, financial condition and results of operations of each company may be materially adversely affected.

In addition, each party has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement. If the merger is not completed, the parties would have to recognize these expenses, including, in the case of PEB under certain circumstances, a termination fee, without realizing the expected benefits of the transaction. Any of the foregoing, or other risks arising in connection with the failure of or delay in consummating the merger, including the diversion of management attention from pursuing other opportunities and the constraints in the merger agreement on each party’s ongoing business during the pendency of the merger, could have a material adverse effect on each party’s business, financial condition and results of operations.

If the merger agreement is terminated and a party’s board of directors seeks another merger or business combination, such party’s shareholders cannot be certain that such party will be able to find a party willing to engage in a transaction on more attractive terms than the merger. For more information on closing conditions to the merger agreement, see “The Merger Agreement— Conditions to Completion of the Merger” included elsewhere in this joint proxy statement/prospectus.

The unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus is illustrative only and the actual financial condition and results of operations after the merger may differ materially.

The unaudited pro forma condensed combined consolidated financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what BayCom's actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates, to record the PEB identifiable tangible and intangible assets to be acquired and liabilities to be assumed at fair value and the resulting goodwill to be recognized. The purchase price allocation reflected in this joint proxy statement/prospectus is preliminary and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the consolidated assets and liabilities of PEB as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus. For more information, please see the section entitled "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page [•].

BayCom expects to incur substantial expenses related to the merger.

BayCom expects to incur substantial expenses in connection with consummation of the merger and integrating the business, operations, networks, systems, technologies, policies and procedures of PEB into that of BayCom. Although BayCom and PEB have assumed that a certain level of transaction and combination expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of their combination expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. As a result of these expenses, both BayCom and PEB expect to take charges against their earnings before completion of the merger and BayCom expects to take charges against its earnings after completion of the merger. The charges taken in connection with the merger are expected to be significant, although the aggregate amount and timing of such charges are uncertain at present.

The market price of the common stock of the combined company after the merger may be affected by factors different from those currently affecting the shares of BayCom common stock and PEB common stock.

Upon the completion of the merger, BayCom shareholders and PEB shareholders will become shareholders of the combined company. BayCom’s business differs from that of PEB, and, accordingly, the results of operations of the combined company and the market price of the combined company’s shares of common stock may be affected by factors different from those currently affecting the independent results of operations of each of BayCom and PEB. For a discussion of the businesses of BayCom and PEB and of some important factors to consider in connection with those businesses, please see the section entitled “Information About the Companies” beginning on page [•] and the documents incorporated by reference in this joint proxy statement/prospectus and referred to in the section entitled “Where You Can Find More Information” beginning on page [•].

Sales of substantial amounts of BayCom common stock in the open market by former PEB shareholders could depress BayCom’s stock price.

Shares of BayCom common stock that are issued to PEB shareholders in the merger will be freely tradable without restrictions or further registration under the Securities Act, except that shares of BayCom common stock received by persons who are or become affiliates of BayCom for purposes of Rule 144 under the Securities Act may be resold by them only in transactions permitted by Rule 144, or as otherwise permitted under the Securities Act. Based on the number of shares of PEB common stock outstanding as of the PEB record date (which excludes any assumed conversion of PEB stock options), BayCom currently expects to issue approximately [•] shares of BayCom common stock in connection with the merger. If the merger is completed and if former shareholders of PEB sell substantial amounts of BayCom common stock in the public market following completion of the merger, the market price of BayCom common stock may decrease. These sales might also make it more difficult for BayCom to sell equity or equity-related securities at a time and price that it otherwise would deem appropriate.

Use of BayCom’s common stock for future acquisitions or to raise capital may be dilutive to existing shareholders.

When BayCom determines that appropriate strategic opportunities exist, it may acquire other financial institutions and related businesses, subject to applicable regulatory requirements. BayCom may use BayCom’s common stock for such acquisitions. BayCom may also seek to raise capital for such acquisitions through selling additional common stock. It is possible that the issuance of additional common stock in such acquisitions or capital transactions may be dilutive to the interests of BayCom’s existing shareholders. BayCom may also sell additional shares of BayCom common stock, or securities convertible into or exchangeable for such shares, in subsequent public or private offerings to raise capital. Future issuance of any new shares could cause further dilution in the value of BayCom’s outstanding shares of BayCom common stock. Sales of substantial amounts of BayCom common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of BayCom common stock.

BayCom has not historically declared or paid cash dividends on its common stock and does not expect to pay dividends on its common stock in the foreseeable future. Consequently, your only opportunity to achieve a return on your investment in the foreseeable future is if the price of the BayCom common stock appreciates.

BayCom’s board of directors has not declared a dividend on our common stock since its inception. BayCom’s ability to pay dividends on its common stock is dependent on UB Bank’s ability to pay dividends to BayCom, which is limited by applicable laws and banking regulations. BayCom’s ability to pay dividends on its common stock may in the future be restricted by the terms of any debt or preferred securities BayCom may incur or issue. Payments of future dividends, if any, will be at the discretion of BayCom’s board of directors after taking into account various factors, including its business, operating results and financial condition, current and anticipated cash needs, plans for expansion and any legal or contractual limitations on its ability to pay dividends. In addition, if required payments on its outstanding debt obligations, including its junior subordinated debentures held by its unconsolidated subsidiary trust, are not made or suspended, BayCom may be prohibited from paying dividends on our common stock.

BayCom may issue shares of preferred stock in the future, which could make it difficult for another company to acquire it or could otherwise adversely affect holders of its common stock, which could depress the price of our common stock.

Although there are currently no shares of BayCom preferred stock issued and outstanding, BayCom’s articles of incorporation authorize the issuance of up to 10,000,000 shares of one or more series of preferred stock. The board also has the power, without shareholder approval, to set the terms of any series of preferred stock that may be issued, including voting rights, dividend rights, preferences over our common stock with respect to dividends or in the event of a dissolution, liquidation or winding up and other terms. In the event that BayCom issues preferred stock in the future that has preference over its common stock with respect to payment of dividends or upon its liquidation, dissolution or winding up, or if BayCom issues preferred stock with voting rights that dilute the voting power of its common stock, the rights of the holders or the market price of BayCom common stock could be adversely affected. In addition, the ability of BayCom’s board of directors to issue shares of preferred stock without any action on the part of its shareholders may impede a takeover of BayCom and prevent a transaction perceived to be favorable to its shareholders.

Litigation may be filed against the board of directors of BayCom or PEB that could prevent or delay the completion of the merger or result in the payment of damages following completion of the merger.

In connection with the merger, it is possible that BayCom shareholders or PEB shareholders may file putative class action lawsuits against the board of directors of BayCom or PEB. Among other remedies, these shareholders could seek to enjoin the merger. The outcome of any such litigation is uncertain. If a dismissal is not granted or a settlement is not reached, such potential lawsuits could prevent or delay completion of the merger and result in substantial costs to BayCom and PEB, including any costs associated with indemnification obligations of BayCom or PEB. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is consummated may adversely affect the combined company’s business, financial condition, results of operations, cash flows and market price.

Risks Relating to BayCom and BayCom’s Business

In addition to the above-described risks, you should read and consider risk factors specific to BayCom’s business. These risks are described in the sections entitled “Risk Factors” in BayCom’s Annual Report on Form 10-K for the year ended December 31, 2020, and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find Additional Information” beginning on page [•] of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference in this joint proxy statement/prospectus contain forward-looking statements including, but not limited to, statements about the financial condition, results of operations, earnings outlook and business plans, goals, expectations and prospects of BayCom, PEB, and the combined company following completion of the merger. Forward-looking statements are typically identified with the use of terms such as “may,” “might,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “could,” “continue,” “intend,” and the negative and other variations of these terms and similar words and expressions, although some forward-looking statements may be expressed differently. Statements about the expected benefits of the merger, including future financial and operating results, plans, objectives, expectations and intentions, and all other statements in this joint proxy statement/prospectus that are not historical facts, constitute forward-looking statements. These forward-looking statements are based on current beliefs and expectations of BayCom’s and PEB’s respective management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and beyond BayCom’s and PEB’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The ability of BayCom or PEB to predict results or the actual effect of future plans or strategies, or those of the combined company, is inherently uncertain. Accordingly, actual results or future events may differ materially from those expressed in, or implied by, the forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.

You are cautioned not to place undue reliance on these statements, which speak only as of the date of this document or the date of the applicable document incorporated by reference in this document. Except to the extent required by applicable law, BayCom and PEB do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions, or events that occur after the date the forward-looking statements are made. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this document and attributable to BayCom, PEB, or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this document.

Selected Historical Financial Information of BAYCOM

The following table summarizes consolidated financial results of BayCom for the periods and at the dates indicated and should be read in conjunction with BayCom’s consolidated financial statements and the notes to the consolidated financial statements contained in reports that BayCom has previously filed with the SEC. Historical financial information for BayCom can be found in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 and Annual Report on Form 10-K for the year ended December 31, 2020. See the section entitled “References to Additional Information” and “Where You Can Find More Information” on page [•] for instructions on how to obtain the information that has been incorporated by reference. You should not assume the results of operations for past periods indicate results for any future period.

BAYCOM GAAP RECONCILIATION AND MANAGEMENT EXPLANATION OF
NON-GAAP FINANCIAL MEASURE

Tangible book value per share is a non-GAAP financial measure generally used by financial analysts and investment bankers to evaluate financial institutions. For tangible book value, the most directly comparable financial measure calculated in accordance with GAAP is book value. Tangible common shareholders’ equity is calculated by excluding goodwill and core deposit intangibles from shareholders’ equity. Tangible book value per share is calculated by dividing tangible common shareholders’ equity by the number of common shares outstanding. BayCom believes that this measure is consistent with the capital treatment by its bank regulatory agencies, which excludes intangible assets from the calculation of risk-based capital ratios and presents this measure to facilitate comparison of the quality and composition of BayCom's capital over time and in comparison, to its competitors. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Further, this non-GAAP financial measure of tangible book value per share should not be considered in isolation or as a substitute for book value per share or total shareholders' equity determined in accordance with GAAP and may not be comparable to a similarly titled measure reported by other companies.

The following table reconciles, as of the dates set forth below, total shareholders’ equity to tangible common equity and compares book value per common share to tangible book value per common share (dollars in thousands, except per share data).

Selected Consolidated Financial Information of PEB

The following table summarizes consolidated financial results of PEB for the periods and at the dates indicated and should be read in conjunction with “PEB’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page [●] and with PEB’s consolidated financial statements and the notes to the consolidated financial statements contained in this joint proxy statement/prospectus. With the exception of the certain items included in the selected performance and capital ratios and other information, the following selected consolidated financial information as of and for the years ended December 31, 2020 and 2019 have been derived from PEB’s audited consolidated financial statements appearing elsewhere in this joint proxy statement/prospectus, and the selected consolidated financial information as of and for the years ended December 31, 2018, 2017 and 2016 have been derived from PEB’s audited consolidated financial statements not appearing in this joint proxy statement/prospectus. The selected consolidated financial data for the six months ended June 30, 2021 and 2020 is derived from unaudited consolidated financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, necessary for a fair presentation at such dates and for such periods have been made. The operating results for the six months ended June 30, 2021 and 2020 are not necessarily indicative of the operating results that may be expected for any future interim period or the year ending December 31, 2021.