Merger Information Resource Page

The merger process followed regulatory and shareholder approvals and closed on October 1, 2024.

Key Milestones:

1. Filing of proxy/prospectus, with all the details of the merger
2. Shareholder approval, by both stockholder groups (SCZC, FISB)
3. Regulatory approval
4. Close of merger, October 1, 2024
5. Systems conversion – from Friday, December 13, 2024 to Sunday, December 15, 2024.
6. Branch closures – January 17, 2024 – See FAQs for details.

What is happening?

1st Capital Bancorp and West Coast Community Bancorp, our holding companies, have announced that 1st Capital Bank is merging into Santa Cruz County Bank ("SCCB"), a strategic move to enhance our capabilities and better serve our community. Both community banks have a combined history of nearly 40 years serving their communities with delivery of personalized, relationship-style banking which has set us both apart from other banks in the marketplace. This merger is subject to receipt of necessary regulatory and shareholder approval. Click here to read the Merger Announcement.

Why 1st Capital Bank?

We believe the merger to be compelling from a strategic, financial, geographic and cultural perspective. The merged bank will be the premier bank on the Central Coast with nearly $2.7 billion in assets. We believe this is an excellent combination given our similar culture, clients and operations. We both started with the same community values, by founders with common community and banking experience. This union is positive for shareholders, employees and the communities we serve. We've prepared a Fact Sheet about 1st Capital Bank for your reference.

How is the merger structured?

The merger is structured as a tax-free stock exchange (100% stock), meaning that 1st Capital Bancorp (FISB) shareholders will receive 0.36 shares of West Coast Community Bancorp (SCZC) stock for each FISB share they own once the merger is officially finalized.

Is the merger completed now?

Yes. The merger closed on October 1, 2024.

When will the merger be finalized?

The merger process followed regulatory and shareholder approvals and closed on October 1, 2024.

Key Milestones:

1. Filing of proxy/prospectus, with all the details of the merger
2. Shareholder approval, by both stockholder groups (SCZC, FISB)
3. Regulatory approval
4. Close of merger, October 1, 2024
5. Systems conversion – from Friday, December 13, 2024 to Sunday, December 15, 2024.
6. Branch closures – January 17, 2024

Will any branches close as a result of the merger?

Yes. The following branches will close on January 17, 2025:

• Santa Cruz County Bank's Monterey branch at 584 Munras Avenue will be closed and consolidated into the 1st Capital Bank Monterey branch at 300 Bonifacio Place.
• 1st Capital Bank's Salinas branches at 1097 S. Main Street and 150 Main Street, Suite 150 will be closed and consolidated into the Santa Cruz County Bank Salinas branch at 480 S. Main Street.
• 1st Capital Bank's Santa Cruz branch at 3110 Mission Drive will be closed and consolidated into the Santa Cruz County Bank Santa Cruz branch at 75 River Street.

Who will be running the combined Bank?

Krista Snelling, the current President and CEO of Santa Cruz County Bank will remain the President and CEO of the combined Bank and holding company, West Coast Community Bancorp.

Will any 1st Capital Bank Board members have roles in the combined Bank?

Yes. At closing, current Chairman and Vice Chairman of 1st Capital Bancorp, Kurt J. Gollnick and Daniel R. Hightower, MD, respectively, will join the Boards of Directors of West Coast Community Bancorp and Santa Cruz County Bank. Kurt J. Gollnick will join as Vice Chairman.

How will this affect Santa Cruz County Bank clients?

There will be no change to banking relationships or accounts for Santa Cruz County Bank clients. Once the merger is completed, there will be numerous enhancements including the expanded ability to serve our clients across a broader market area with greater capacity as well as the addition of a full-service branch in King City and San Luis Obispo. This merger will create the preeminent community bank on the Central Coast. Our goal is to leverage the strength of both banks, enhance our product offerings, technological capabilities and overall competitiveness.

How can I stay informed throughout the merger process?

We will provide regular updates on this page for the latest information and resources related to the merger.

I have deposit accounts at Santa Cruz County Bank and 1st Capital Bank. What happens to my FDIC insurance when these two banks merge?

For more information about FDIC insurance, see the tab below

For more information about FDIC coverage, visit fdic.gov.

The following question and answers will help depositors understand their insurance coverage following the merger. Additional resources are available at fdic.gov.

Q. I have deposit accounts at Santa Cruz County Bank and 1st Capital Bank. What happens to my FDIC Insurance when the two banks merge?

When the merger closes and the deposit accounts at 1st Capital Bank are acquired by Santa Cruz County Bank, the 1st Capital Bank deposits will be separately insured from any accounts a depositor may already have at Santa Cruz County Bank for an initial period of six months. This grace period is intended to give depositors an opportunity to restructure their accounts if the merger causes a depositor to have funds in excess of the insurance limits at Santa Cruz County Bank. If a depositor has funds at only Santa Cruz County Bank or 1st Capital Bank, this grace period will not apply, as the depositor's insurance coverage will be unaffected by the merger.

Q. I have a CD at 1st Capital Bank, how will the merger affect my FDIC Insurance?

The CDs that will be acquired by Santa Cruz County Bank will be separately insured from pre-existing deposit accounts at Santa Cruz County Bank, subject to the following rules:

1. Time deposits that mature after the six-month grace period remain separately insured until they mature.
2. Time deposits that mature during the six-month grace period and are renewed for the same time period and the same dollar amount as the original deposit (with or without accrued interest added to the principal amount), will continue to be separately insured until the first maturity date after the expiration of the six-month period.
3. Time deposits that mature during the six-month grace period and are renewed for a different dollar amount or a different time period (even if Santa Cruz County Bank does not offer CDs for the original time period), or time deposits that mature within the first six months and are not renewed and thereby become regular savings or demand deposits, are separately insured only until the end of the six-month period.

Q. Once the six-month grace period has expired, I will have more than $250,000.00 on deposit and want it all to be FDIC insured, what are my options?

The FDIC insures deposits according to the ownership category in which the funds are insured and how the accounts are titled. Deposits held in different ownership categories are separately insured up to at least the $250,000 each. Designating beneficiaries can also increase coverage. For example, a revocable trust account including POD accounts.

Q. What do I need to do to exchange my 1st Capital Bancorp stock for West Coast Community Bancorp stock?

If your shares are held in a brokerage account, your shares will automatically be exchanged for 0.36 shares of West Coast Community Bancorp common stock. No fractional shares of West Coast Community Bancorp stock will be issued. Instead, you will receive an amount in cash (without interest), rounded to the nearest cent, equal to the value of your fractional share interest.

If your shares are held in certificate form, you will receive a package by mail from Computershare, our Stock Transfer Agent, with instructions on how to exchange your shares. 1st Capital Bancorp shareholders with stock certificates will need to complete the Letter of Transmittal included in the package and return their 1st Capital Bancorp stock certificate(s) by mail to Computershare for the exchange to West Coast Community Bancorp stock.

Q. I cannot find my 1st Capital Bancorp stock certificate. What do I do?

If you cannot locate some or all of your certificates, please complete the Lost Securities Affidavit which is included within the aforementioned packet of material you will be receiving by mail from Computershare, our Stock Transfer Agent.

If your shares are held in a brokerage account, there is nothing you need to do.

Q. What is the exchange rate for exchanging 1st Capital Bancorp shares for West Coast Community Bancorp shares?

As a result of the merger, each 1st Capital Bancorp share has been canceled and automatically converted into the right to receive the per share merger consideration consisting of 0.36 of a share of West Coast Community Bancorp common stock. No fractional shares of West Coast Community Bancorp stock will be issued. Instead, you will receive an amount in cash (without interest), rounded to the nearest cent, equal to the value of your fractional share interest.

Q. Where can I call with questions about the package I received from Computershare?

You may direct any questions regarding the Letter of Transmittal to Computershare at (800) 546-5141.

Q. Is the exchange of 1st Capital Bancorp stock for West Coast Community Bancorp stock a taxable event?

A description of the Merger Agreement was included in the 1st Capital Bancorp and West Coast Community Bancorp joint Proxy Statement/Offering Circular dated August 8, 2024 that was mailed under separate cover to 1st Capital Bancorp shareholders on or about August 12, 2024. You should read this carefully and in its entirety. For certain information regarding the federal income tax consequences of the merger, see "Material Federal Income Tax Consequences" on pages 82 and 83 of the Joint Proxy Statement/Offering Circular, an excerpt of which is provided below:

Characterization of the Merger for Federal Income Tax Purposes. West Coast Community Bancorp (SCZC) and 1st Capital Bancorp (FISB) intend that the merger qualify as a "reorganization" within the meaning of Section 368(a) of the Code. Each recipient of this joint proxy statement/offering circular should consult his, her, or its tax advisor as to the United States federal income tax consequences to West Coast Community Bancorp, 1st Capital Bancorp, and to such recipient if the merger does not qualify as a "reorganization." For purposes of the discussion that follows, it is assumed that the merger will qualify as a "reorganization."

Tax Consequences of the Merger for West Coast Community Bancorp and 1st Capital Bancorp. No gain or loss will be recognized by West Coast Community Bancorp or 1st Capital Bancorp as a result of the merger.

Tax Consequences of the Merger for U.S. Holders of 1st Capital Bancorp Common Stock. A U.S. holder that exchanges shares of FISB common stock for the per share merger consideration, i.e., a combination of SCZC common stock and cash, will recognize gain (but not loss), determined separately for each identifiable block of shares of FISB common stock (generally, FISB common stock acquired at the same cost in a single transaction) that is exchanged in the merger, equal to the lesser of; (i) the excess, if any, of the amount of cash for fractional shares plus the fair market value of any SCZC common stock received in the merger, over such U.S. holder's adjusted tax basis in the shares of FISB common stock surrendered by such U.S. holder in the merger and (ii) the amount of cash for fractional shares received by such U.S. holder in the merger.

A U.S. holder's aggregate tax basis in the SCZC common stock received by such U.S. holder in the Merger will equal such U.S. holder's aggregate tax basis in the FISB common stock surrendered in the merger, increased by the amount of taxable gain or dividend income (discussed below), if any, recognized by such U.S. holder in the merger, and decreased by the amount of cash for fractional shares received by such U.S. holder in the merger. The holding period for the shares of SCZC common stock received in the merger will include the holding period for the shares of FISB common stock exchanged therefor.

Q: What is the tax basis on the exchange of 1st Capital Bancorp for West Coast Community Bancorp shares?

As required by IRS regulations, we have filed a Form 8937 with the IRS in conjunction with the following organizational action: West Coast Community Bancorp (SCZC) acquired 1st Capital Bancorp (FISB) effective October 1, 2024 for common stock and cash in lieu of any fractional shares. Holders of 1st Capital Bancorp stock should consult their tax advisors for additional information or with any questions.