DEF 14A of Coastal Financial Corp, Apr 13, 2026

DEF 14A of Coastal Financial Corp

Filed Apr 13, 2026 · FY20250001437958-26-000023

Open on EDGAR

  1. ITEM 1. ELECTION OF DIRECTORS

    ITEM 1. ELECTION OF DIRECTORS The Board of Directors currently consists of twelve members. Under our second amended and restated articles of incorporation, as amended, the Board of Directors is divided into three classes with three-year staggered terms, with approximately one-third of the directors elected each year. Five directors have terms that expire at the annual meeting. The Board of Directors has nominated Rilla R. Delorier, Steven D. Hovde, Michael R. Patterson and Gregory A. Tisdel to the class of Directors to serve until the 2029 annual meeting of shareholders and Jeffrey M. Chapman to the class of Directors to serve until the 2028 annual meeting of shareholders or until their successors are elected, or until their earlier resignation. At the annual meeting, shareholders will vote to elect Rilla R. Delorier, Michael R. Patterson , Steven D. Hovde and Gregory A. Tisdel whose terms expire at this annual meeting, to the class of Directors to serve for a term of three years and will vote to elect Jeffrey M. Chapman whose term expires at the annual meeting, to the class of Directors to serve a term of two years. All nominees currently serve on the Board of Directors. Each of the nominees was recommended for election by the Governance & Nominating Committee, and each such recommendation was approved unanimously by the Board of Directors. Jeffrey M. Chapman was initially referred to the Governance & Nominating Committee by a current member of the Board of Directors. Jeffrey M. Chapman, Rilla R. Delorier, Steven D. Hovde, Michael R. Patterson and Gregory A. Tisdel are independent directors within the meaning of the applicable Nasdaq listing rules. Unless you indicate on the proxy card that your shares should not be voted for the nominees, the Board of Directors intends that the proxies solicited by it and returned will be voted for the election of each of the Board of Directors’ nominees. If any nominee is unable to serve, the persons named in the proxy card will vote your shares to approve the election of any substitute proposed by the Board of Directors. Alternatively, the Board of Directors may adopt a resolution to reduce the size of the Board of Directors. At this time, the Board of Directors knows of no reason why any nominees might be unable to serve. The Board of Directors unanimously recommends a vote “FOR” the election of Jeffrey M. Chapman, Rilla R. Delorier, Steven D. Hovde, Michael R. Patterson and Gregory A. Tisdel. The election of each nominee requires a an affirmative vote of a majority of the votes properly cast for each nominee. Abstentions and broker non-votes are treated as present for quorum purposes only and will have no effect on the outcome of the proposal. Certain information about each of the nominees is furnished below, including their experience, qualifications, attributes or skills that caused the Governance & Nominating Committee and the Board of Directors to determine that the nominees should continue to serve as directors. The age indicated for each individual is as of December 31, 2025. There are no family relationships among the directors, director nominees or executive officers and none of the director nominees were previously selected or nominated for election as a director pursuant to any agreement or arrangement. The indicated period of service as a director includes service as a director of the Bank.

  2. ITEM 1. ELECTION OF DIRECTORS

    | Nominees for Election of Directors: | | | Jeffrey M. Chapman Age: 54 Director since: 2026 Current term expires: 2026 | Biographical Information: Mr. Chapman has served as a Director of Coastal Financial Corporation since March 2026 and serves on the Technology Committee and CCBX Oversight Committee. He currently serves as Field Chief Technology Officer and Head of Partnership Engineering at Vectara, Inc., an artificial intelligence technology company, a position he has held since 2024. Prior to joining Vectara, Mr. Chapman served as Managing Director and Bank Chief Technology Officer for UBS Bank USA from 2022 to 2024. Previously, he served as Chief Information Officer of Global Retail Banking at ING Bank from 2016 to 2021. Earlier in his career, Mr. Chapman held senior technology roles at Capital One Financial Corporation and ING Direct USA. Mr. Chapman holds a Bachelor of Science degree in Computer Science and Engineering from the University of California, Los Angeles. Qualifications: The Company believes that Mr. Chapman provides the Board of Directors with important experience and insight into banking technology, digital transformation and artificial intelligence, and is well qualified to continue serving on the Board of Directors. | | Rilla R. Delorier Age: 58 Director since: 2020 Current term expires: 2026 | Biographical Information: Rilla R. Delorier is a retired banking professional with over 30 years executive experience. Most recently, Ms. Delorier was the Chief Strategy and Digital Transformation Officer at Umpqua Bank from April 2017 to August 2020 where she was responsible for shifting from physical to digital service and sales models, developing new products, and automating operations. Ms. Delorier was at SunTrust Bank from February 2006 to February 2016, where she held multiple positions. As the leader of SunTrust’s Retail Bank, she was responsible for managing the profit and loss of a $2.7 billion retail banking business. Ms. Delorier serves as a director for WisdomTree, Inc., Atlantic Union Bankshares, Nymbus and Central City Concern. Throughout her career she has led innovation initiatives and been instrumental in business transformation. Qualifications: The Company believes that Ms. Delorier brings to the Board of Directors experience in developing new products, automating operations, implementing enhanced cyber-security practices, establishing strategic partnerships and using modernized analytics, and is well qualified to continue serving on the Board of Directors. | | Steven D. Hovde Age: 71 Director since: 2011 Current term expires: 2026 | Biographical Information: Steven D. Hovde is the Chair and Chief Executive Officer at Hovde Group, LLC, an investment banking and advisory firm that serves bank and thrift clients across the United States, since January 1988, where he is responsible for managing its investment banking activities, the strategic development of mergers and acquisitions of bank and thrift institutions, and its private equity activities. He serves as a director of Republic Bank of Chicago and Uncommon Giving Corp and as a trustee of several charitable foundations. Qualifications: The Company believes that Mr. Hovde provides the Board of Directors with important experience and insight into the financial services industry, and is well qualified to continue serving on the Board of Directors. |

  3. ITEM 1. ELECTION OF DIRECTORS

    | Nominees for Election of Directors: | | | Michael R. Patterson Age: 65 Director since: 2021 Current term expires: 2026 | Biographical Information: Michael R. Patterson is a Certified Public Accountant, registered in the State of New York with over 40 years of cross-sector experience. From May 2022 through January 2024, Mr. Patterson was employed as Chief Compliance Officer of Genesis Global Trading and Genesis Global Holding Company and its subsidiaries. Prior to that, he led Ernst & Young LLP’s ("EY") Compliance Risk Management business in the firms Financial Services Office from January 2009 until June 2021. Mr. Patterson was an independent consultant and was with EY from July 2021 through April 2022. Mr. Patterson serves as a director for United Texas Bank. Mr. Patterson has significant experience in the banking and capital markets industries, particularly in risk management, compliance, risk governance, financial accounting, and control matters, gained from his experience at EY, Merrill Lynch & Co., BearingPoint and Arthur Andersen, LLP. Qualifications: The Company believes that Mr. Patterson brings to the Board of Directors experience in risk management, compliance, risk governance, financial accounting and control matters, and is well qualified to continue serving on the Board of Directors. | | Gregory A. Tisdel Age: 71 Director since: 2002 Current term expires: 2026 | Biographical Information: Gregory A. Tisdel has served as managing member of RKLG since 2008, was the owner of Tiz’s Door Sales, Inc., from July 1996 to July 2011, and a member of the City of Everett Planning Commission since January 2014. He serves on the Advisory Board of the Puget Sound Clean Air Agency since February 1985 and previously served as Special Advisor to the Economic Alliance Snohomish County from November 2011 to 2015. Mr. Tisdel has been active in community organizations, including the YMCA, American Red Cross Snohomish County Chapter and Volunteers of America. Qualifications: The Company believes that Mr. Tisdel brings to the Board of Directors leadership experience and familiarity with our market area, and is well qualified to continue serving on the Board of Directors. |

  4. Directors Continuing in Office

    Directors Continuing in Office

  5. Directors Continuing in Office

    | Directors Continuing in Office: | | | Sadhana Akella-Mishra Age: 49 Director since: 2019 Current term expires: 2027 | Biographical Information: Sadhana Akella-Mishra is currently consulting with a variety of Fintech companies. She previously served as the COO and Chief of Staff for a startup fintech company from September 2024 to March 2025. Prior to that time, she was the Chief Risk Officer for Finxact, Inc, since July 2018. Prior to that time, Ms. Akella-Mishra served as the Chief Information Security and Compliance Officer for Sunlight Payments (Purposeful) from May 2018 to June 2018, Chief Compliance Officer (Global) of Geoswift Ltd. from June 2017 to April 2018 and as the U.S. Head of Compliance for Geoswift US Inc. from November 2016 to June 2017. From April 2016 to November 2016, Ms. Akella-Mishra served as the Senior Manager, General Compliance of Ripple, Inc. Prior to that time, she served as the Chief Compliance Officer of Zenbanx Holding Ltd. from March 2014 to April 2016 and as a Senior Compliance Manager for Zenbanx Holding Ltd. from August 2013 to February 2014. From July 2007 to July 2013, Ms. Akella-Mishra served in various positions with Deutsche Bank, including as Americas Regional Head, Anti Financial Crime-Fraud from September 2012 to July 2013. Qualifications: The Company believes that Ms. Akella-Mishra brings to the Board of Directors compliance and information security expertise and familiarity with the financial services industry, and is well qualified to continue serving on the Board of Directors. | | Brian T. Hamilton Age: 48 Director since: 2024 Current term expires: 2027 | Biographical Information: Brian T. Hamilton joined the Company in January 2024 as a Director and became President of CCBX in October 2024. Mr. Hamilton is a seasoned financial technology executive and business leader, with more than 25 years of experience in the banking, lending, payments and digital product development industries. A serial entrepreneur, with deep expertise in domestic and international settlement systems and digital platforms, Mr. Hamilton has held senior leadership roles at Capital One, serving as President of their Merchant Services division from January 2013 until February 2015, Wells Fargo from July 1998 until March 2006 and Verifone from January 2012 until January 2013, in addition to founding and operating multiple companies in the fintech space. Most recently Mr. Hamilton was co-founder and CEO of One Finance Inc. ("ONE") from January 2019 until August 2023, which was acquired by a Walmart led joint venture in 2022. Prior to co-founding ONE, he was the founder of Azlo, a digital bank for small businesses, and helped to build out the BBVA Open Platform for sponsor banking services. Mr. Hamilton serves as a director for Till Financial Inc., Pocketbook Inc. and Frontlands Inc. Mr. Hamilton is an honors graduate of Oregon State University, with technical certifications from Wells Fargo’s commercial banking school and various industry groups. Qualifications: The Company believes that Mr. Hamilton brings to our Board of Directors extensive experience across multiple aspects of the finance and technology industries, thought leadership, public speaking and merger and acquisitions, and is well qualified to continue serving on the Board of Directors. |

  6. Directors Continuing in Office

    | Directors Continuing in Office: | | | Eric M. Sprink Age: 53 Director since: 2006 Current term expires: 2027 | Biographical Information: Eric M. Sprink serves as our Chief Executive Officer. Mr. Sprink joined the Company in late 2006 as President and Chief Operating Officer and became Chief Executive Officer in 2010. Mr. Sprink began his banking career working for Security Pacific Bank while enrolled at Arizona State University. He assumed increasing levels of responsibility in the areas of retail operations, consumer and commercial lending and wealth management with Security Pacific Bank and its successor, Bank of America. He then moved to Centura Bank, where he held management positions in retail operations and corporate finance. After Centura Bank was acquired, he held senior management positions at Washington Trust Bank and Global Credit Union. Mr. Sprink is active in industry trade groups and is a director and past Chair of the Community Bankers of Washington. Qualifications: The Company believes that Mr. Sprink brings to our Board of Directors leadership experience, significant experience in many facets of the financial services business and familiarity with our market area, and is well qualified to continue serving on the Board of Directors. | | Pamela R. Unger Age: 41 Director since: 2021 Current term expires: 2027 | Biographical Information: Pamela Unger is a Certified Public Accountant who supports venture capital funds with tax planning, compliance, and related investor issues and inquiries. She is currently the Chief Operating Officer at Julien Unger & Associates, PLLC, a Bellevue-based public accounting firm, specializing in tax compliance and planning. She joined Julien Unger & Associates in January 2024. Ms. Unger served as the Tax Director from January 2019 through August 2020, and as the Managing Director from September 2020 to January 2024 for Belltower Fund Group, Ltd., which is the Seattle-based fund administrator for over 20,000 venture capital funds launched on the AngelList Venture platform. From September 2007 to January 2019, Ms. Unger held various positions, most recently she was a Tax Manager, at PwC, a network of accounting firms. While at PwC she worked in the broader asset management sector handling taxes for a variety of clients within the industry, with a focus on venture capital, private equity and heavy experience related to foreign investing inbound and outbound compliance. Ms. Unger graduated from the University of Washington with a bachelor’s degree in business and a masters in tax. Qualifications: The Company believes that Ms. Unger provides the Board of Directors significant experience in the accounting industry, and is well qualified to serve on the Board of Directors. |

  7. Directors Continuing in Office

    | Directors Continuing in Office: | | | Christopher D. Adams Age: 46 Director since: 2016 Current term expires: 2028 | Biographical Information: Christopher D. Adams has served as a member of the Board of Directors since 2016 and as Chair of the Board since 2019. Mr. Adams is the Managing Partner of Adams & Duncan, P.S., a law firm based in Everett, Washington, where he has practiced since 2006. His legal practice is focused on banking, financial services, and fintech, including advising financial institutions and technology companies on regulatory compliance, banking-as-a-service ("BaaS") structures, payments, lending programs, and complex commercial transactions. Mr. Adams has experience advising banks and fintech companies on strategic partnerships, balance sheet structures, capital and liquidity considerations, and risk management. His practice also includes work in financial structuring and taxation, and the tax implications of lending, payments, and fintech program arrangements. He has been closely involved in the Company’s evolution as a provider of embedded banking and BaaS solutions. In addition to his legal practice, Mr. Adams has served in a number of governance and leadership roles, including as Chair of the Board of Directors for the Company and in prior leadership roles with regional community organizations. Qualifications: The Company believes that Mr. Adams’s deep expertise in banking, fintech, financial structuring, and taxation, combined with his experience advising on complex regulatory and transactional matters and his leadership as Chair of the Board, provide valuable perspective to the Board of Directors. His long-standing involvement with the Company and understanding of its strategy, financial profile, and risk framework support that he is well qualified to continue serving as a director. | | Stephan Klee Age: 52 Director since: 2018 Current term expires: 2028 | Biographical Information: Stephan Klee has served as the Chief Financial Officer at Sagard Holdings Inc., which makes investments in innovative financial services companies, since September 2018. Prior to joining Sagard Holdings Inc., Mr. Klee served as Chief Financial Officer of Zenbanx Holding, Inc. from February 2015 to September 2017 and remained in an executive capacity after its merger with SoFi, Inc., one of the largest U.S. fintech companies. Previously, Mr. Klee served as a Senior Vice President at Bank of Nova Scotia, at ING Direct Canada, where he was CFO and Treasurer from 2011 to 2014, and at ING Direct USA, where he served as Chief of Staff from 2002 to 2011. Qualifications: The Company believes that Mr. Klee brings to the Board of Directors experience in private equity and finance, and is well qualified to continue serving on the Board of Directors. | | Thomas D. Lane Age: 56 Director since: 1997 Current term expires: 2028 | Biographical Information: Thomas D. Lane is the owner and president and chief executive officer of Dwayne Lane’s Auto Family, which operates five automobile dealerships, since March 1992. He is active in community organizations and previously served on the Economic Alliance Snohomish County board of trustees. Mr. Lane is a founding director of the Company. Qualifications: The Company believes that Mr. Lane brings to the Board of Directors leadership experience, familiarity with our market area, and is well qualified to continue serving on the Board of Directors. |

  8. Overview of Compensation Programs

    | What we do: | | What we don’t do: | | | • | Provide a combination of base salary and both short-term and long-term incentive awards which serve as financial incentives to increase retention and align the interests of our executive officers with those of our shareholders | • | Provide automatic or guaranteed annual salary increases | | • | Deliver incentive compensation to our executive officers that is tied to actual Company performance compared to the Company’s peers and internal benchmarks | • | Provide guaranteed bonuses or guaranteed long-term incentive awards | | • | Engage an independent compensation consultant that regularly advises the Compensation Committee | • | Provide excessive perquisites | | • | Provide time-based share awards that vest ratably over several years to incentivize and tie executive officer pay to long-term performance of Company | • | Encourage unnecessary or excessive risk-taking by executives by limiting the use of multiple metrics in short and long-term incentive plans for executive officers | | • | Use peer company data to help set executive compensation | • | Enter into employment contracts with executives containing single-trigger golden parachutes | | • | Maintain a formal clawback policy applicable to all incentive-based compensation | | |

  9. Independent Compensation Consultant

    Independent Compensation Consultant Under its charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other advisor to the Compensation Committee, only after assessing the independence of such person in accordance with SEC and Nasdaq requirements that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent. The Compensation Committee has assessed Pearl Meyer’s independence and determined that Pearl Meyer is independent and there was no conflict of interest resulting from retaining Pearl Meyer for this engagement. During 2025, the Compensation Committee engaged Pearl Meyer to: •review the Company’s compensation philosophy and strategy; •advise and aid in the design of the CEO compensation package; •review and advise on Board of Directors compensation; •assist with the review and selection of the compensation peer group; •perform peer group compensation and performance benchmarking analysis; and •participate in select meetings with the Compensation Committee and/or its Chair.

  10. Compensation Peer Group Selection and the Role of Benchmarking

    Compensation Peer Group Selection and the Role of Benchmarking The compensation peer group is updated periodically by the Compensation Committee, based on a process that includes recommendations from internal sources, including the Company’s CEO and human resources department, and external sources such as the Compensation Committee’s independent compensation consultant. While the Compensation Committee continues to consider compensation information for traditional bank peers, it determined it was appropriate to consolidate to a single peer group as the primary source of market information for comparison purposes in evaluating and determining executive compensation opportunities for 2025, focusing on the publicly traded BaaS financial institutions with whom we most directly compete for clients, capital investment and executive talent. The compensation peer group was developed in consultation with Pearl Meyer and consists of the BaaS Peers disclosed in last year’s proxy with the following adjustments:

  11. Compensation Peer Group Selection and the Role of Benchmarking

    | Removals | Additions | | VersaBank | Lending Club Corporation | | | Live Oak Bancshares, Inc. | | | Primis Financial, Inc. |

  12. Compensation Peer Group Selection and the Role of Benchmarking

    Below is the list of peers used for informing 2025 executive compensation decisions:

  13. Compensation Peer Group Selection and the Role of Benchmarking

    | Institution Name | Ticker | Total Revenue(1) | Total Assets | | (dollars in thousands) | | | | | Cass Information Systems, Inc. | CASS | 207,424 | 2,606,024 | | Esquire Financial Holdings, Inc. | ESQ | 146,129 | 2,365,661 | | Green Dot Corporation | GDOT | 2,074,339 | 5,985,236 | | Lending Club Corporation | LC | 1,334,719 | 11,567,816 | | Live Oak Bancshares, Inc. | LOB | 553,000 | 15,134,778 | | Medallion Financial Corp. | MFIN | 353,313 | 2,955,464 | | Metropolitan Bank Holding Corp. | MCB | 314,284 | 8,255,716 | | MVB Financial Corp. | MVBF | 132,820 | 3,308,918 | | Pathward Financial, Inc. | CASH | 831,726 | 7,560,205 | | Primis Financial Corp. | FRST | 155,640 | 4,047,388 | | The Bancorp, Inc. | TBBK | 701,544 | 9,352,425 | | Triumph Financial, Inc. | TFIN | 424,396 | 6,380,588 | | Coastal Financial Corporation | CCB | 541,673 | 4,741,437 |

  14. Compensation Peer Group Selection and the Role of Benchmarking

    (1) “Total Revenue” reflects revenue as reported by S&P Global Market Intelligence for the applicable fiscal year. Revenue figures are based on publicly reported financial statements of each company and may be adjusted by S&P to conform to its standardized definitions for comparability purposes. For companies reporting under different accounting standards or with non-calendar fiscal years, S&P aligns revenue data to a common reporting basis. The Company has not independently verified the accuracy of the data reported by S&P. Recognizing that comparative pay assessments have inherent limitations, due to the lack of precise comparability of executive positions between companies, as well as the companies themselves, the comparative data are used only as a guide and the Compensation Committee does not set or target the compensation of our executives at specific levels or within specified percentile ranges relative to peer company pay levels. While the Compensation Committee considers peer data to be a helpful reference to assess the competitiveness and appropriateness of our executive compensation program, the Compensation Committee applies its own business judgment and experience to determine individual compensation. Our Compensation Committee will continue to work with our CEO and our independent compensation consultant to position pay based on a variety of factors, including market data for executive compensation drawn from our peer group. The Compensation Committee supplements the peer group analysis with references, as a touchstone and without specifically benchmarking to any given level, compensation data of broader technology and consumer companies to better understand our broader competitive positioning.

  15. Compensation Mix

    | Named Executive Officer | Base Salary % | Cash Bonus % | Equity Award % | Other % | | Eric M. Sprink | 51.6% | 22.6% | 22.2% | 3.6% | | Brian T. Hamilton | 61.5% | 26.9% | 7.5% | 4.1% | | Brandon J. Soto | 4.0% | 2.2% | 93.4%(1) | 0.4% | | Joel G. Edwards | 44.6% | 13.2% | 14.3% | 27.9%(2) | | Curt T. Queyrouze | 44.0% | —% | 29.9% | 26.2%(3) | | Andrew G. Stines | 22.3% | —% | 7.2% | 70.5%(4) |

  16. Compensation Mix

    (1)Includes 18,000 restricted stock units (“RSUs”) and 15,000 performance-based restricted stock units (“PSUs”) awarded to Mr. Soto upon his hiring in 2025 to align his performance with shareholder returns and to retain his services for an extended period. The 18,000 RSUs are eligible to vest pro-rata over 4 years. The price of Company common stock at the time of grant was $110.59 per share. The 15,000 PSUs are eligible to vest only if certain specified performance conditions are met. The PSUs vest contingent on achieving stock price hurdles, which will be measured for achievement during the 4-year period beginning October 1, 2025 through October 1, 2029. A sustained stock price of at least $149.32 per share for no less than 60 continuous trading days during the measurement period is required for the vesting of 5,000 shares; a sustained stock price of at least $186.37 per share for no less than 60 continuous trading days during the measurement period is required for the vesting of an additional 5,000 shares; and a sustained stock price of at least $224.53 per share for no less than 60 continuous trading days during the measurement period is required for the vesting of the remainder, up to 15,000 shares. We believe the achievement of these performance conditions will benefit shareholders of the Company by creating increased shareholder value through higher stock prices. (2)Includes the value realized upon accelerated vesting of equity awards under a retirement and retention agreement of $217,086. (3)Includes lump sum severance payment of $155,000 as part of resignation agreement. (4)Includes the value realized upon accelerated vesting of equity awards of $789,925 and lump sum severance payment of $70,000 as part of a resignation agreement.

  17. Base Salaries

    Base Salaries The Compensation Committee engages compensation consultants to evaluate the compensation paid to the NEOs, and the Company’s other executive officers, compared to that of the identified peer groups. The analysis conducted in 2024 was used in the decision-making process for determining the compensation program design for 2025. The analysis focuses on base salaries and short- and long-term incentives compared to our peers. The Company strives to provide NEOs with a base salary that is competitive with other bank and BaaS organizations identified in our peer groups. Base salaries set the foundation for direct compensation, since the opportunity levels for our incentive plans are defined as a percentage of base salaries. In establishing base salaries of the Company’s other NEOs, the Compensation Committee typically considers the recommendations of the CEO, which are based on company performance, individual responsibility level, and individual contribution to strategic goals, financial management and leadership. Total compensation histories for each NEO, peer group data and a general understanding of executive compensation in the financial services industry are also considered. The Compensation Committee reviewed and approved base salaries for all NEOs and reported the decisions to the Board of Directors. The base salaries paid to the NEOs in 2025 and increases in such salaries from 2024 to 2025 are shown below:

  18. Executive Incentive Plan

    Executive Incentive Plan The Company maintains an Executive Management Incentive Plan (the “2018 Plan”) for certain key officers, including the NEOs, to align executive compensation practices with the Company’s performance, strategic plan and long-term goals. Under the 2018 Plan, the Company provides for incentive compensation to NEOs in the form of cash, bonuses and long term equity incentives granted under the 2018 Plan with the total value paid and/or granted based upon the achievement of certain performance objectives in the prior fiscal year. The Compensation Committee sets specific goals for each executive officer based on peer performance, weightings for each goal, and thresholds for payment based on actual results compared to each goal. The CEO has the option to recommend an adjustment to the payout for all NEOs other than himself. In 2025, the Compensation Committee’s selected goals were (i) Return on Average Assets, (ii) Core Deposit Growth, (iii) Gross Loan Growth and (iv) Net Charge Offs. Each of these goals were selected to support the strategic goals of the Company in its effort to increase shareholder value. The weighting of the goals was set by the Compensation Committee to maintain a balance of the different objectives. Strategic objectives include a variety of Company-specific goals related to Leadership, Team Development, Compensation Strategy and Framework and Long-Term Capital Framework. The Compensation Committee, in consultation with management, was responsible for setting the appropriate targets for each of these strategic objectives based on internal projections and targets. The incentive compensation paid out to our NEOs as a result of achieving these goals in 2025 was paid out 50% in cash and 50% in time-based RSUs granted in 2026 that are eligible to vest over a four-year period. The cash is reflected in 2025 total compensation, and the time-based RSUs will be reflected in 2026 total compensation. Time-based RSUs are critical to our compensation program. Time-based RSUs tie our NEOs to future Company performance through the stock value and reinforce actions that build long-term shareholder value. In addition to the awards provided under the Plan, the Chief Financial Officer and Chief Credit Officer received PSUs in 2025 as a new hire award. These performance-based awards vest contingent on achieving certain performance conditions and are designed to reward the executive for creating shareholder value. Details of those PSU grants are provided in the “Summary Compensation Table” below. The table below describes the goals, category weightings and payout thresholds for each NEO in 2025:

  19. Executive Incentive Plan

    | | | Sprink | | Hamilton | | Soto | | Edwards | | | Goal | Thresholds | Payout % | Weight % | Payout % | Weight % | Payout % | Weight % | Payout % | Weight % | | Return on Average Assets | 119.14% of 1.17% | 200.0% | 40.0% | 200.0% | 40.0% | 150.0% | 40.0% | 105.0% | 40.0% | | | 100% of 1.17% | 100.0% | | 100.0% | | 100.0% | | 70.0% | | | | 79.42% of 1.17% | 50.0% | | 50.0% | | 50.0% | | 35.0% | | | Core Deposit Growth | 125% of 19.21% | 200.0% | 12.5% | 200.0% | 12.5% | 150.0% | 12.5% | 105.0% | 12.5% | | | 100% of 19.21% | 100.0% | | 100.0% | | 100.0% | | 70.0% | | | | 41.67% of 19.21% | 50.0% | | 50.0% | | 50.0% | | 35.0% | | | Gross Loan Growth | 122.22% of 12.88% | 200.0% | 12.5% | 200.0% | 12.5% | 150.0% | 12.5% | 105.0% | 12.5% | | | 100% of 12.88% | 100.0% | | 100.0% | | 100.0% | | 70.0% | | | | 33.33% of 12.88% | 50.0% | | 50.0% | | 50.0% | | 35.0% | | | Net Charge Offs | 50% of 0.05% | 200.0% | 10.0% | 200.0% | 10.0% | 150.0% | 10.0% | 105.0% | 10.0% | | | 100% of 0.05% | 100.0% | | 100.0% | | 100.0% | | 70.0% | | | | 200% of 0.05% | 50.0% | | 50.0% | | 50.0% | | 35.0% | | | Board Discretionary | | | 25.0% | | 25.0% | | 25.0% | | 25.0% | | Total | | | 100.0% | | 100.0% | | 100.0% | | 100.0% |

  20. Executive Incentive Plan

    Former NEOs not employed by the Company at December 31, 2025 were not eligible for incentive compensation, therefore Mr. Queyrouze and Mr. Stines are not included in the above table. A proportional approach is used for calculating payments in the event performance results fall between the three threshold levels. No payout is made if the lowest threshold is not met and the payout will not exceed the amount associated with the top threshold in the table above. The percentage payouts are shown in the table above.

  21. Equity Grant Practices

    Equity Grant Practices We do not grant equity awards in anticipation of the release of material non-public information, and we do not time the release of material non-public information based on equity award grant dates or for the purposes of affecting the value of executive compensation. We do not have a formal policy with respect to the timing of our equity award grants, and we did not grant stock options in 2025.

  22. Retirement/Deferred Compensation Benefits

    Retirement/Deferred Compensation Benefits Coastal Community Bank 401(k) Plan. The Company provides a 401(k) program (the “401(k) Plan”) to eligible employees, including the NEOs. The 401(k) Plan is a tax-qualified defined contribution plan that enabled eligible employees to defer income taxation on up to $23,500 (or $31,000 for employees age 50 or older, and $34,750 for employees age 60-63) for 2025. We currently provide matching contributions equal to 50% of each employee’s pre-tax contributions for up to 10% of the employee’s total compensation. The contributions made by the Company become vested when the employee meets retirement age. Prior to normal retirement age, the contributions made by the Company become fully vested after five years of service. Participants in the 401(k) Plan direct the investment of their account balances and are eligible for loans, certain in-service withdrawals, and distributions upon termination of employment. All NEOs participate in the 401(k) Plan.

  23. RISK CONSIDERATIONS IN OUR COMPENSATION PROGRAMS

    RISK CONSIDERATIONS IN OUR COMPENSATION PROGRAMS Each year, the Compensation Committee, together with the Company’s risk officers, conduct an in-depth risk assessment of the Company’s compensation policies and practices. This assessment reviews the key enterprise risks to which the Company is subject, including credit, liquidity, market/interest rate, compliance, operational, technology, strategic, reputational and other risks, and focuses on the compensation arrangements most likely to implicate those risks. We believe that our compensation policies and practices for our employees are reasonable and properly align our employees’ interests with those of our shareholders. We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company. Although certain of our employees who are not NEOs are compensated by the number or dollar volume of transactions they complete, our extensive underwriting process is designed to prevent us from entering into transactions that deviate from our underwriting standards. We believe our compensation programs are designed to encourage appropriate risk management while discouraging behavior that may result in excessive risk. In this regard, the following elements have been incorporated in our compensation programs for executive officers: •compensation mix of cash and equity awards to increase retention and align the incentives of our executive officers and shareholders; •use of multiple metrics in short and long-term incentive plans for executive officers; •application of caps on incentives; •granting of time-based share awards that vest ratably over four years and performance-based awards that vest after a specific performance period; •no automatic or guaranteed annual salary increases, bonuses or guaranteed long-term incentive awards; •no excessive perquisites; •emphasis on long-term and performance-based compensation; and •formal clawback policy applicable to all incentive based compensation.

  24. Summary Compensation Table

    Summary Compensation Table The following information is furnished for our NEOs:

  25. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total | | Eric M. Sprink | 2025 | $874,000 | $— | $375,069 | $382,518 | $61,614 | $1,693,201 | | Chief Executive Officer | 2024 | 842,000 | 82,665 | 508,823 | 375,069 | 59,706 | 1,868,263 | | | 2023 | 810,000 | — | 726,125 | 407,300 | 60,360 | 2,003,785 | | Brian T. Hamilton(5) | 2025 | $488,000 | $— | $59,474 | $213,580 | $32,869 | $793,923 | | President, CCBX | 2024 | 120,191 | 40,526 | 3,761,600(6) | 59,474 | 7,563 | 3,989,354 | | | 2023 | — | — | — | — | — | — | | Brandon J. Soto(7) | 2025 | $126,923 | $15,000 | $2,938,691(8) | $52,966 | $11,604 | $3,145,184 | | Executive Vice President, Chief Financial Officer | 2024 | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | | Joel G. Edwards | 2025 | $394,936 | $— | $126,594 | $116,701 | $247,293 | $885,523 | | Former Executive Vice President, Chief Financial Officer - retired 9/30/25 | 2024 | 389,000 | 33,406 | 162,431 | 126,594 | 27,096 | 738,527 | | | 2023 | 374,000 | — | 178,504 | 162,183 | 27,660 | 742,347 | | Curt T. Queyrouze | 2025 | $323,992 | $— | $220,116 | $— | $192,741 | $736,849 | | Former President, Community Bank | 2024 | 445,000 | — | 268,867 | 160,000 | 37,488 | 911,355 | | | 2023 | 428,000 | — | 236,053 | 268,054 | 35,213 | 967,320 | | Andrew G. Stines | 2025 | $278,145 | | $90,322 | $— | $878,891 | $1,247,359 | | Former Executive Vice President, Chief Risk Officer | 2024 | 322,992 | 9,678 | 105,903 | 90,322 | 18,760 | 547,655 | | | 2023 | 310,321 | — | 107,108 | 105,733 | 18,510 | 541,672 |

  26. Summary Compensation Table

    (1)The amounts reported in this column for fiscal years 2025 represent signing bonuses granted to Mr. Soto. The amounts reported in this column for fiscal year 2024 represent annual discretionary cash bonuses earned by Messrs. Sprink, Hamilton, Edwards and Stines. (2)The amounts reported in this column represent the grant date fair value of the award of RSUs computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 using the methodology set forth in Note 15, “Stock Based Compensation” to the Company’s consolidated financial statements included in the Company’s Annual Report. (3)The amounts reported in this column represent the value of cash incentive awards earned in 2025, 2024 and 2023, respectively, based on the Company’s performance against pre-established performance goals for each NEO approved by the Compensation Committee. (4)Includes the items specified in the All Other Compensation table below for 2025. (5)Mr. Hamilton was hired on September 30, 2024, therefore a partial year of compensation is reported for 2024 and there is no compensation to report for 2023. (6)Includes 75,000 PSUs awarded to Mr. Hamilton upon his hiring in 2024 to align his performance with shareholder returns and to retain his services for an extended period. The price of Company common stock at the time of grant was $53.99 per share. The PSUs are eligible to vest on the first day of each month beginning on October 1, 2024 until April 30, 2028 only if certain specified performance conditions are met. 60,000 PSUs vest contingent on achieving stock price hurdles, which will be measured for achievement during the 43-month period beginning October 1, 2024 through April 30, 2028. A sustained stock price of at least $75 per share for no less than 60 continuous trading days during the measurement period is required for the vesting of 20,000 shares; a sustained stock price of at least $90 per share for no less than 60 continuous trading days during the measurement period is required for the vesting of up to 40,000 shares; and a sustained stock price of at least $105 per share for no less than 60 continuous trading days during the measurement period is required for the vesting of the remainder, up to 60,000 shares. An additional 15,000 shares are eligible to vest on April 30, 2028, contingent on relative return on average equity compared to a comparator group, with the Company’s performance needing to be at least in the 80th percentile, or top 20%, of the group over the four-year period. We believe the achievement of these performance conditions will benefit shareholders of the Company by creating increased shareholder value through higher stock prices and increased earnings. (7)Mr. Soto was hired on October 1, 2025, therefore a partial year of compensation is reported for 2025 and there is no compensation to report for 2024 or 2023. (8)Includes 18,000 RSUs and 15,000 PSUs awarded to Mr. Soto upon his hiring in 2025 to align his performance with shareholder returns and to retain his services for an extended period. 18,000 RSUs are eligible to vest pro-rata over 4 years. The price of Company common stock at the time of grant was $110.59 per share. The PSUs are eligible to vest only if certain specified performance conditions are met. PSUs vest contingent on achieving stock price hurdles, which will be measured for achievement during the 4-year period beginning October 1, 2025 through October 1, 2029. A sustained stock price of at least $149.32 per share for no less than 60 continuous trading days during the measurement period is required for the vesting of 5,000 shares; a sustained stock price of at least $186.37 per share for no less than 60 continuous trading days during the measurement period is required for the vesting of an additional 5,000 shares; and a sustained stock price of at least $224.53 per share for no less than 60 continuous trading days during the measurement period is required for the vesting of the remainder, up to 15,000 shares. We believe the achievement of these performance conditions will benefit shareholders of the Company by creating increased shareholder value through higher stock prices.

  27. Grants of Plan Based Awards in 2025

    Grants of Plan Based Awards in 2025 The following table provides supplemental information relating to all grants of plan-based equity and non-equity awards made during 2025 to help explain information provided above in the Summary Compensation Table.

  28. Grants of Plan Based Awards in 2025

    | | | Estimated Future Payouts Under Equity Incentive Plan Awards (# of shares) | | | | | | Name | Grant Date | Threshold (#)(3) | Target (#) | Maximum (#) | All other Stock Awards: Number of shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(1) | | Eric M. Sprink | 2/5/2025 | — | — | — | 4,219(2) | $375,069 | | Brian T. Hamilton | 2/5/2025 | — | — | — | 669(2) | 59,474 | | Brandon J. Soto | 10/1/2025 | 5,000 | 10,000 | 15,000 | —(3) | 949,601(4) | | Brandon J. Soto | 10/1/2025 | — | — | — | 18,000(5) | 1,989,090 | | Joel G. Edwards | 2/5/2025 | — | — | — | 1,424(2) | 126,594 | | Curt T. Queyrouze | 2/5/2025 | — | — | — | 2,476(2) | 220,116 | | Andrew G. Stines | 2/5/2025 | — | — | — | 1,016(2) | 90,322 |

  29. Grants of Plan Based Awards in 2025

    (1)The amounts reported in this column represent the grant date fair value of the award of RSUs and PSUs computed in accordance with the FASB ASC Topic 718 using the methodology set forth in Note 15, “Stock Based Compensation” to the Company’s consolidated financial statements included in the Company’s Annual Report. (2)Represents RSUs granted in 2025 for service/performance in 2024 and are included in the total compensation table for 2025. The RSUs vest over a four-year period from the grant date, with approximately one-fourth of the RSUs under the grant vesting on each of the first four anniversaries of the grant date. (3)Represents 15,000 PSUs awarded to Mr. Soto upon his hiring in 2025 to align his performance with shareholder returns and to retain his services for an extended period. The price of Company common stock at the time of grant was $110.59 per share. The 15,000 PSUs are eligible to vest only if certain specified performance conditions are met. PSUs vest contingent on achieving stock price hurdles, which will be measured for achievement during the 4-year period beginning October 1, 2025 through October 1, 2029. A sustained stock price of at least $149.32 per share for no less than 60 continuous trading days during the measurement period is required for the vesting of 5,000 shares; a sustained stock price of at least $186.37 per share for no less than 60 continuous trading days during the measurement period is required for the vesting of an additional 5,000 shares; and a sustained stock price of at least $224.53 per share for no less than 60 continuous trading days during the measurement period is required for the vesting of the remainder, up to 15,000 shares. (4)Grant date fair value per ASC 718, as determined by the Monte Carlo model. (5)Represents RSUs granted in 2025 upon his hiring. These RSUs vest over a 4-year period.

  30. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The following table provides information regarding outstanding stock option awards held by our NEOs as of December 31, 2025.

  31. Outstanding Equity Awards at 2025 Fiscal Year End

    | | | Option Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price($) | Option Expiration Date | | Eric M. Sprink | 02/24/16 | 0(1) | 1,882 | 6.25 | 02/24/26 | | | 01/26/17 | 0(1) | 6,765 | 6.50 | 01/26/27 | | | 01/22/18 | 0(1) | 8,564 | 7.10 | 01/22/28 | | | 01/22/19 | 0(1) | 10,695 | 14.91 | 01/22/29 | | Brian T. Hamilton | — | | | | | | Brandon J. Soto | — | | | | | | Joel G. Edwards | 02/24/16 | 1,800(1) | 0 | 6.25 | 02/24/26 | | | 01/26/17 | 6,000(1) | 0 | 6.50 | 01/26/27 | | | 01/22/18 | 6,000(1) | 0 | 7.10 | 01/22/28 | | | 01/22/19 | 10,000(1) | 0 | 14.91 | 01/22/29 | | Curt T. Queyrouze | — | | | | | | Andrew G. Stines | — | | | | |

  32. Outstanding Equity Awards at 2025 Fiscal Year End

    (1)These option awards vest over a ten-year period from the grant date, with one-tenth of the options under the grant becoming exercisable on each of the first nine anniversaries of the grant date and the final one-tenth of the options under the grant becoming exercisable 90 days prior to the tenth anniversary of the grant date. The following table provides information regarding outstanding restricted stock, RSUs and PSUs held by our NEOs as of December 31, 2025.

  33. Outstanding Equity Awards at 2025 Fiscal Year End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have not Vested (#) | Market Value of Shares or Units of Stock That Have not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Eric M. Sprink | 2/3/2020 | 9,318(2) | $1,067,750 | — | $— | | | 1/25/2021 | 3,016(3) | 345,603 | — | — | | | 10/4/2021 | — | — | 100,000(4) | 11,459,000 | | | 1/25/2022 | 3,557(5) | 407,597 | — | — | | | 1/25/2023 | 8,366(5) | 958,660 | — | — | | | 2/5/2024 | 10,032(5) | 1,149,567 | — | — | | | 2/5/2025 | 4,219(5) | 483,455 | — | — | | Brian T. Hamilton | 9/30/2024 | 16,279(6) | 1,865,411 | 7,387(7) | 846,476 | | | 9/30/2024 | — | — | 15,000(8) | 1,718,850 | | | 2/5/2025 | 669(5) | 76,661 | — | — | | Brandon J. Soto | 10/1/2025 | 18,000(5) | 2,062,620 | 15,000(9) | 1,718,850 | | Joel G. Edwards | 1/25/2021 | 1,236(3) | 141,633 | — | — | | | 1/25/2022 | 801(5) | 91,787 | — | — | | | 1/25/2023 | 2,057(5) | 235,712 | — | — | | | 2/5/2024 | 3,203(5) | 367,032 | — | — | | | 2/5/2025 | 1,424(5) | 163,176 | — | — | | Curt T. Queyrouze | — | — | — | — | — | | Andrew G. Stines | — | — | — | — | — |

  34. Outstanding Equity Awards at 2025 Fiscal Year End

    (1)The amounts in this column are based on the closing stock price of $114.59 of the Company's common stock on December 31, 2025. (2)These RSUs vest over a ten-year period from the grant date, with approximately one-tenth of the RSUs under the grant vesting on each of the first ten anniversaries of the grant date. (3)These RSUs vest over a five-year period from the grant date, with approximately one-fifth of the RSUs under the grant vesting on each of the first five anniversaries of the grant date. (4)These PSUs are eligible to vest on October 4, 2027. The quantity of such PSUs that vest is dependent upon achievement of specified performance goals. Each PSU represents the right to receive one share of common stock upon vesting. (5)These RSUs vest over a four-year period from the grant date, with approximately one-fourth of the RSUs under the grant vesting on each of the first four anniversaries of the grant date. (6)These RSUs vest over a 43-month period from grant date, with 16.28% having vested on April 30, 2025, and approximately 2.32% vesting each month thereafter. (7)These PSUs are eligible to vest between October 1, 2024 and April 30, 2028. The quantity of such PSUs that vest is dependent upon achievement of specified performance goals. Each PSU represents the right to receive one share of common stock upon vesting. (8)These PSUs are eligible to vest April 30, 2028. The quantity of such PSUs is dependent upon achievement of specified performance goals. Each PSU represents the right to receive one share of common stock upon vesting. (9)These PSUs are eligible to vest between October 1, 2026 and October 1, 2029. The quantity of such PSUS is dependent upon achievement of specified performance goals. Each PSU represents the right to receive one share of common stock upon vesting. The Company granted 100,000 PSUs to Mr. Sprink in 2021 to further align his performance with shareholder returns and to retain his services for an extended period. The price of a share at the time of the grant was $31.00. The PSUs cliff vest after six years of continuous service only if certain specified performance conditions are met. Fifty percent of the units (50,000 PSUs) vest contingent on achieving stock price hurdles, which will be measured for achievement during the 24-months preceding the sixth anniversary of the grants (years five and six). A sustained stock price of at least $50.00 per share for no less than 60 continuous trading days during the measurement period is required to vest 25,000 shares and a sustained stock price of at least $60.00 per share for no less than 60 continuous trading days during the measurement period is required to vest 50,000 shares. The vesting of an additional 50,000 shares is contingent on the Company’s relative return on average equity finishing in at least in the 90th percentile, or top 10%, of a comparator group over the six-year period. We believe the achievement of these performance conditions will benefit shareholders of the Company by creating increased shareholder value through higher stock prices and increased earnings. The Company granted 75,000 PSUs to Mr. Hamilton upon his hiring in 2024 to align his performance with shareholder returns and to retain his services for an extended period. The price of a share at the time of the grant was $53.99. The PSUs are eligible to vest on the first day of each month beginning on October 1, 2024 until April 30, 2028 only if certain specified performance conditions are met. 60,000 PSUs vest contingent on achieving stock price hurdles, which will be measured for achievement during the 43-month period beginning October 1, 2024 through April 30, 2028. A sustained stock price of at least $75 per share for no less than 60 continuous trading days during the measurement period is required to vest 20,000 shares; a sustained stock price of at least $90 per share for no less than 60 continuous trading days during the measurement period is required to vest up to 40,000 shares and a sustained stock price of at least $105 per share for no less than 60 continuous trading days during the measurement period is required to vest the remainder, up to 60,000 shares. An additional 15,000 shares are eligible to vest on April 30, 2028, contingent on the Company’s relative return on average equity finishing in at least the top 80th percentile, or top 20%, of a comparator group over the four-year period. We believe the achievement of these performance conditions will benefit shareholders of the Company by creating increased shareholder value through higher stock prices and increased earnings. The Company granted 15,000 PSUs to Mr. Soto upon his hiring in 2025 to align his performance with shareholder returns and to retain his services for an extended period. The price of Company common stock at the time of grant was $110.59 per share. The PSUs are eligible to vest only if certain specified performance conditions are met. 15,000 PSUs vest contingent on achieving stock price hurdles, which will be measured for achievement during the 4-year period beginning October 1, 2025 through October 1, 2029. A sustained stock price of at least $149.32 per share for no less than 60 continuous trading days during the measurement period is required for the vesting of 5,000 shares; a sustained stock price of at least $186.37 per share for no less than 60 continuous trading days during the measurement period is required for the vesting of an additional 5,000 shares; and a sustained stock price of at least $224.53 per share for no less than 60 continuous trading days during the measurement period is required for the vesting of the remainder, up to 15,000 shares. We believe the achievement of these performance conditions will benefit shareholders of the Company by creating increased shareholder value through higher stock prices.

  35. Option Exercises and Stock Vested for 2025

    Option Exercises and Stock Vested for 2025 The following table summarizes the stock awards that vested for, and stock options that were exercised by, NEOs during the fiscal year ended December 31, 2025. The amounts reflected below show the number of shares acquired at the time of exercise or vesting, as applicable. The amounts reported as value realized on vesting are shown on a before-tax basis.

  36. Option Exercises and Stock Vested for 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Eric M. Sprink | 12,673 | $1,012,777 | 15,964 | $1,369,650 | | Brian T. Hamilton | — | — | 61,334 | 5,855,128 | | Brandon J. Soto(2) | — | — | — | — | | Joel G. Edwards | 1,800 | 136,638 | 6,819 | 610,001 | | Curt T. Queyrouze | — | — | 5,461 | 476,978 | | Andrew G. Stines | — | — | 10,266 | 1,058,178 |

  37. Option Exercises and Stock Vested for 2025

    (1) Reflects the closing price of the Company’s common stock on the vesting date multiplied by the number of shares vested. (2) Mr. Soto was hired in 2025 and thus does not have vested awards or options.

  38. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below sets forth the estimated payments to be made to each NEO in the event of a qualifying termination or change in control as of the last business day of the year ended December 31, 2025. See the section titled “Employment and Change in Control Agreements with Named Executive Officers” and “Separation Agreements with Former Executives” for a description of the agreements pursuant to which these payments would be made.

  39. Potential Payments Upon Termination or Change in Control

    | Name | Benefit | Termination Without Cause or Resignation for Good Reason | Qualifying Termination in Connection with a Change in Control | Death | Disability | Retirement | Resignation | | Eric M. Sprink | Severance pay | $2,130,518 | $3,079,734 | $— | $1,748,000 | $— | $— | | | Equity award vesting | 5,228,759 | 7,334,378 | 5,228,759 | 5,228,759 | — | — | | | Health benefits | 10,089 | 30,268 | 10,089 | 20,179 | — | — | | | Total Value | $7,369,367 | $10,444,381 | $5,238,849 | $6,996,938 | $— | $— | | Brian T. Hamilton | Severance pay | $701,580 | $1,189,580 | $— | $488,000 | $— | $— | | | Equity award vesting | 837,653 | 1,942,071 | 837,653 | 837,653 | — | — | | | Health benefits | 8,155 | 16,311 | 8,155 | 8,155 | — | — | | | Total Value | $1,547,389 | $3,147,963 | $845,808 | $1,333,809 | $— | $— | | Brandon J. Soto | Severance pay | $706,332 | $706,332 | $— | $500,000 | $— | $— | | | Equity award vesting | 515,655 | 2,062,620 | 515,655 | 515,655 | — | — | | | Health benefits | 12,189 | 24,378 | 12,189 | 12,189 | — | — | | | Total Value | $1,234,176 | $2,793,330 | $527,844 | $1,027,844 | $— | $— | | Joel G. Edwards | Severance pay | $— | | $— | $— | $— | $— | | | Equity award vesting | — | | 484,945 | 484,945 | 1,353,433 | — | | | Health benefits | — | — | — | — | — | — | | | Total Value | $— | $— | $484,945 | $484,945 | $1,353,433(1) | $— | | Curt T. Queyrouze | Severance pay | $— | | $— | $— | $— | $155,000 | | | Equity award vesting | — | | — | — | — | — | | | Health benefits | — | — | — | — | — | — | | | Total Value | $— | $— | $— | $— | $— | $155,000(2) | | Andrew G. Stines | Severance pay | $— | | $— | $— | $— | $70,000(3) | | | Equity award vesting | — | | — | — | — | 789,925(4) | | | Health benefits | — | — | — | — | — | — | | | Total Value | $— | $— | $— | $— | $— | $859,925 |

  40. Potential Payments Upon Termination or Change in Control

    (1)The amount reflects $217,086 for the value realized on June 30, 2025 upon accelerated vesting of equity awards under a retirement and retention agreement and $1,136,347 in potential value of equity awards as of December 31, 2025. (2)The amount reflects payments actually received in connection with Mr. Queyrouze’s separation from service on September 12, 2025. (3)The amount reflects payments actually received in connection with Mr. Stines’ separation from service on October 1, 2025. (3)The amount reflects the value realized upon accelerated vesting of equity awards in connection with Mr. Stines’ separation from service on October 1, 2025.

  41. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The information below describes the relationship between compensation actually paid to our CEO and other NEOs, and certain measures of financial performance, for the three years ended December 31, 2025, in accordance with Item 402(v) of Regulation S-K. Compensation actually paid, as determined under SEC requirements, does not necessarily reflect the actual amount of compensation earned by or paid to our Named Executive Officers during a covered year. For further information concerning our pay-for-performance philosophy and how we align executive compensation with our performance, refer to the Compensation Discussion and Analysis.

  42. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based on December 31, 2020 | | | | | Year | Summary Compensation Table Total for CEO (1)(5) | Compensation Actually Paid to CEO (1)(2) | Average Summary Compensation Table Total for non-CEO Named Executive Officers (3)(5) | Average Compensation Actually Paid to non-CEO Named Executive Officers (3) | Total Shareholder Return | Peer Group Total Shareholder Return(4) | Net Income (dollars in thousands) | Return on Average Assets | | 2025 | $1,693,201 | $6,638,828 | $1,361,768 | $1,941,032 | $545.67 | $142.30 | $46,993 | 1.05% | | 2024 | $1,868,263 | $9,612,332 | $1,546,723 | $3,764,753 | $404.33 | $134.22 | $45,219 | 1.15% | | 2023 | $2,003,785 | $1,515,616 | $700,546 | $612,939 | $211.48 | $123.48 | $44,579 | 1.28% | | 2022 | $1,980,542 | $1,454,819 | $1,670,303 | $2,092,317 | $226.29 | $106.40 | $40,625 | 1.38% | | 2021 | $4,514,200 | $10,882,059 | $647,199 | $1,529,305 | $241.05 | $126.82 | $27,005 | 1.24% |

  43. PAY VERSUS PERFORMANCE

    (1)Eric M. Sprink served as our CEO in each of the years 2021, 2022, 2023, 2024 and 2025. (2)The dollar amounts reported represent “Compensation Actually Paid,” as calculated in accordance with SEC rules for the CEO and the average for Non-CEO NEOs for each reported year. These dollar amounts do not reflect actual amounts of compensation paid during the covered year, but reflect adjustments for (i) the year-end fair values of unvested equity awards granted in the current year, (ii) the year-over-year difference of year-end fair values of unvested awards granted in prior years, (iii) the fair values at vest date for awards granted and vested in the current year and (iv) the difference between prior year-end fair values and vest date fair values for awards granted in prior years. A reconciliation for the compensation actually paid is provided below. (3)Our non-CEO NEOs included in averages above for each of the years 2021, 2022, 2023, 2024 and 2025 are as follows: •2025: Brian T. Hamilton, Brandon J. Soto, Joel G. Edwards, Curt T. Queyrouze and Andrew G. Stines. •2024: Brian T. Hamilton, Curt T. Queyrouze, Joel G. Edwards and Andrew G. Stines. •2023: Curt T. Queyrouze, Joel G. Edwards, Russell A. Keithley and Andrew G. Stines. •2022: Curt T. Queyrouze and Joel G. Edwards. •2021: Joel G. Edwards and John J. Dickson. (4) The peer group is the group of companies that comprise the S&P 600 Small Cap which is the index included in the Performance Graph in the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2025. The following table reconciles the Summary Compensation Table compensation to the Compensation Actually Paid disclosed in the above table for the periods indicated:

  44. PAY VERSUS PERFORMANCE

    | | | 2025 | | | | | CEO | Non CEO NEOs | | Summary Compensation Table Total Compensation | | $1,693,201 | $1,361,768 | | - | Grant date fair value of stock awards granted in fiscal year | (375,069) | (687,039) | | + | Fair value at fiscal year-end of outstanding and unvested awards granted in fiscal year | 483,455 | 804,261 | | +/- | Change in fair value of outstanding and unvested stock awards granted in prior fiscal years | 4,813,948 | 272,836 | | +/- | Change in fair value as of vesting date of stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during the fiscal year | 23,293 | 189,206 | | Compensation Actually Paid | | $6,638,828 | $1,941,032 |

  45. PAY VERSUS PERFORMANCE

    | | | 2024 | | | | | CEO | Non CEO NEOs | | Summary Compensation Table Total Compensation | | $1,868,263 | $1,546,723 | | - | Grant date fair value of stock awards granted in fiscal year | (508,823) | (1,074,700) | | + | Fair value at fiscal year-end of outstanding and unvested awards granted in fiscal year | 1,135,756 | 2,422,525 | | +/- | Change in fair value of outstanding and unvested stock awards granted in prior fiscal years | 7,186,968 | 878,101 | | +/- | Change in fair value as of vesting date of stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during the fiscal year | (69,832) | (7,895) | | Compensation Actually Paid | | $9,612,332 | $3,764,753 |

  46. PAY VERSUS PERFORMANCE

    | | | 2023 | | | | | CEO | Non CEO NEOs | | Summary Compensation Table Total Compensation | | $2,003,785 | $700,546 | | - | Grant date fair value of stock awards granted in fiscal year | (726,125) | (155,276) | | + | Fair value at fiscal year-end of outstanding and unvested awards granted in fiscal year | 743,024 | 162,363 | | +/- | Change in fair value of outstanding and unvested stock awards granted in prior fiscal years | (412,899) | (73,254) | | +/- | Change in fair value as of vesting date of stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during the fiscal year | (92,168) | (21,441) | | Compensation Actually Paid | | $1,515,616 | $612,939 |

  47. PAY VERSUS PERFORMANCE

    | | | 2022 | | | | | CEO | Non CEO NEOs | | Summary Compensation Table Total Compensation | | $1,980,542 | $1,670,303 | | - | Grant date fair value of stock awards granted in fiscal year | (700,018) | $(1,018,414) | | + | Fair value at fiscal year-end of outstanding and unvested awards granted in fiscal year | 676,115 | 1,501,680 | | +/- | Change in fair value of outstanding and unvested stock awards granted in prior fiscal years | (287,971) | (42,047) | | +/- | Change in fair value as of vesting date of stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during the fiscal year | (213,849) | (19,205) | | Compensation Actually Paid | | $1,454,819 | $2,092,317 |

  48. PAY VERSUS PERFORMANCE

    | | | 2021 | | | | | CEO | Non CEO NEOs | | Summary Compensation Table Total Compensation | | $4,514,200 | $647,199 | | - | Grant date fair value of stock awards granted in fiscal year | (3,073,802) | $(107,007) | | + | Fair value at fiscal year-end of outstanding and unvested awards granted in fiscal year | 5,825,299 | 259,048 | | +/- | Change in fair value of outstanding and unvested stock awards granted in prior fiscal years | 3,450,049 | 695,774 | | +/- | Change in fair value as of vesting date of stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during the fiscal year | 166,314 | 34,292 | | Compensation Actually Paid | | $10,882,059 | $1,529,305 |

  49. PAY VERSUS PERFORMANCE

    Changes in the Company’s stock price from period to period can have a material impact on the fair value amounts shown in the table above and, as a result, the Compensation Actually Paid from year to year may differ more dramatically. The following chart shows the Company’s stock price as of the dates indicated:

  50. PAY VERSUS PERFORMANCE

    | 12/31/2025 | | 12/31/2024 | | 12/31/2023 | | 12/31/2022 | | 12/31/2021 | | | | 114.59 | | 84.91 | | 44.41 | | 47.52 | | 50.62 |

  51. PAY VERSUS PERFORMANCE

    Compensation Actually Paid to our CEO in 2021 was significantly impacted by the grant of 100,000 PSUs to further align his performance with shareholder returns and to retain his services. These PSUs cliff vest 6 years after the grant date if certain specified performance conditions are met. Average Compensation Actually Paid to Non-CEO NEOs in 2024 was significantly impacted by the grant of 75,000 PSUs to the President - CCBX to further align his performance with shareholder returns and to retain his services. These PSUs are eligible to vest at various quantities beginning October 1, 2024 through April 30, 2028 if certain specified performance conditions are met. Similarly, average Compensation Actually Paid to Non-CEO NEOs in 2025 was significantly impacted by the grant of 15,000 PSUs to the Chief Financial Officer to further align their performance with shareholder returns and to retain their services. These PSUs are eligible to vest over four years at various quantities if certain specified performance conditions are met. More information on these PSUs can be found in the “Executive Compensation” section of this proxy statement.

  52. Pay Ratio Disclosure

    Pay Ratio Disclosure Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring annual disclosure of the ratio of the annual total compensation of the principal executive officer to the annual total compensation of its median employee, other than the principal executive officer. The purpose of the pay ratio disclosure is to provide a quantitative measure of the equitability of pay within an organization.

  53. Pay Ratio Disclosure

    | Median employee total annual compensation (other than the CEO) | $116,545 | | Total annual compensation of Eric M. Sprink, our CEO | $1,693,201 | | Ratio of CEO to median employee compensation | 15:1 |

  54. Pay Ratio Disclosure

    The pay ratio above represents the Company’s reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Applicable rules and guidance provide flexibility in how companies identify the median employee and other companies may use different methodologies or make different assumptions. In determining the median employee, a list of all employees as of December 31, 2025 of both the Company and the Bank was prepared, including all full-time, part-time, and temporary employees. As of December 31, 2025, the Company employed 484 persons, all of whom are in the United States. Wages and salaries were then annualized for any full-time and part-time employees that were not employed for the full calendar year. All other cash compensation received by our employees in 2025 (including 401(k) Plan employer contributions, medical/dental/vision premiums paid by the employer and any applicable cash perquisites) was added to the annualized wages and salaries to determine total cash compensation for purposes of this analysis. In order to determine the median employee, we then reviewed the employee list based upon a ranking of the total cash compensation of all employees other than our CEO. Upon identifying our median employee, we then calculated the median employee’s total annual compensation figure by aggregating the value of all wages, cash incentives, equity incentives, 401(k) Plan employer contributions, medical/dental/vision premiums paid by the employer and any applicable perquisites earned or paid in 2025 in the same manner as we calculated the total annual compensation of our CEO for purposes of the Summary Compensation Table.

  55. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Board of Directors determines the compensation of our non-employee directors in conjunction with recommendations made by the Compensation Committee. We use a combination of cash and share-based compensation to attract and retain qualified candidates to serve on the Board of Directors. Eric M. Sprink and Brian Hamilton did not receive fees or other compensation for their service as directors of the Company or the Bank during the fiscal year ended December 31, 2025 and they are not included in the director compensation table below. All compensation paid to Mr. Sprink and Mr. Hamilton as employees of the Company is included in the Summary Compensation Table. Our non-employee directors received compensation for service and attendance as follows during the year ended December 31, 2025: •The Chair of the Board of Directors received annual cash compensation of approximately $74,000; •Other directors received annual cash compensation of approximately $51,000; and •Committee chairs received additional cash compensation of $5,000 per committee chaired In addition to the cash compensation outlined above, non-employee directors, excluding the Chair of the Board of Directors, each received approximately $85,000 in restricted stock. The Chair of the Audit Committee received an additional approximately $15,000 in restricted stock; Chairs of the Compensation and CCBX Oversight Committees receive an additional approximately $12,500 in restricted stock; all other Committee Chairs received an additional approximately $10,000 in restricted stock; and the Chair of the Board of Directors received approximately $125,000 in restricted stock. Restricted stock awards are granted in May of each year and vest one day prior to the next annual meeting date. Partial shares are not issued, therefore shares are rounded up to the nearest whole number. The following table sets forth information regarding compensation paid for the year ended December 31, 2025 to our non-employee directors:

  56. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | | Stock Awards ($)(1) | | Total ($) | | | Christopher D. Adams | | 73,750 | | 125,030 | | 198,781 | | Sadhana Akella-Mishra | 55,833 | | 97,566 | | 153,399 | | | Rilla R. Delorier | 50,833 | | 85,010 | | 135,844 | | | Steven D. Hovde | 55,833 | | 95,037 | | 150,870 | | | Stephan Klee (2) | 55,833 | | 97,566 | | 153,399 | | | Thomas D. Lane | 60,833 | | 105,064 | | 165,897 | | | Michael R. Patterson | 55,833 | | 100,007 | | 155,840 | | | Gregory A. Tisdel | 50,833 | | 85,010 | | 135,844 | | | Pamela R. Unger | 50,833 | | 85,010 | | 135,844 | |

  57. DIRECTOR COMPENSATION

    (1)Amounts represent the aggregate grant date fair value of restricted stock awards granted during the respective fiscal year calculated in accordance with FASB ASC Topic 718. See Note 15, “Stock-Based Compensation,” to the Company's consolidated financial statements included in the Annual Report for a discussion of the assumptions we made in determining the grant date fair value of our equity awards. Restricted stock awards vest 100% one day prior to the Company's next Annual Meeting of Shareholders. As of December 31, 2025, each non-employee director held unvested shares of restricted stock as follows: Mr. Adams, 1,434 shares; Ms. Akella-Mishra, 1,119 shares; Ms. Delorier, 975 shares; Mr. Hovde, 1,090 shares; Mr. Klee, 1,119 shares; Mr. Lane, 1,205 shares; Mr. Patterson, 1,147 shares; Mr. Tisdel, 975 shares; and Ms. Unger 975 shares. (2)Payments after April 2025 for Mr. Klee’s service were made to SK Trail LLC at the request of Mr. Klee.

  58. OTHER INFORMATION RELATED TO DIRECTORS AND EXECUTIVE OFFICERS

    OTHER INFORMATION RELATED TO DIRECTORS AND EXECUTIVE OFFICERS