Summit State Bank : Form 8-K~Current Report

FEDERAL DEPOSIT INSURANCE CORPORATION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 12 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 17, 2023

Summit State Bank

(Exact Name of Registrant as Specified in Charter)

California	32203	94-2878925
(State of Other Jurisdiction	(FDIC	(I.R. S. Employer
Of Incorporation)	Certificate Number)	Identification No.)
500 Bicentennial Way		95403
Santa Rosa, CA		(Zip Code)

(Address of Principal Executive Offices)

Registrant's Telephone Number, Including Area Code 707-568-6000

___________________________________________________

(Former Name or Former Address, if Changes Since Last Report)

Check the Appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

• Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
• Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
• Pre-commencementcommunication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4 (c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging Growth Company ☐

If an emerging growth company, indicate my check mark if the registrant has elected not to use the extended transition period for complying with any ne or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which
		registered
Common Stock	SSBI	NASDAQ Global Market

Item 7.01. Regulation FD Disclosure

On August 17, 2023, Summit State Bank (the "Bank") submitted a public comment letter with the Federal Reserve Bank of San Francisco concerning Big Poppy Holdings, Inc.'s application to acquire up to 24.99% of the Bank's common stock A copy of the letter is attached to this report as Exhibit 99.1.

The information furnished under Item 7.01 and Item 9.01 of this report, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any other filings of the Bank except as shall be set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

The exhibit list called for by this item is incorporated by reference to the Exhibit Index filed as part of this report.

Exhibit	Description
Number

99.1 Public Comment Letter submitted to the Federal Reserve Bank of San Francisco dated August 17, 2023.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: August 22, 2023

	SUMMIT STATE BANK
By:	/s/__Camille Kazarian____
	Camille Kazarian
	Executive Vice President
	and Chief Financial Officer
	(Duly Authorized Officer)

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Exhibit 99.1	Public Comment Letter submitted to the Federal Reserve
	Bank of San Francisco dated August 17, 2023.

August 17, 2023

By email to [e-mail]

Joseph Cuenco

Assistant Vice President

Formations, Transactions and Enforcement

Federal Reserve Bank of San Francisco

101 Market Street

San Francisco, California 94105

Re: Notice of Big Poppy Holdings, Inc to Acquire up to 24.99% of the Common Stock of Summit State Bank

Dear Mr. Cuenco,

Summit State Bank is pleased to have the opportunity to comment on the notice application of Big Poppy Holdings, Inc. ("Big Poppy"), filed with the Federal Reserve Bank of San Francisco ("Federal Reserve") pursuant to the Bank Holding Company Act of 1956, as amended, to acquire up to 24.99% of Summit State Bank.

We have grave concerns about Big Poppy's proposal. We believe that Big Poppy's proposed potentially controlling investment in Summit State Bank would materially and adversely affect competition in our market, which is already moderately concentrated, and it is inconsistent with the convenience and needs of the communities we serve. We also believe the manner in which Big Poppy proposes to make the investment raises managerial concerns.

Big Poppy is the bank holding company for Poppy Bank. Like us, Poppy Bank is headquartered in Santa Rosa, California. It is, of course, unusual for a depository organization to make a potentially controlling investment in a depository institution within its market.

Given the unusual and complex issues raised by Big Poppy's proposed investment, we request that the Federal Reserve conduct one or more public meetings with respect to Big Poppy's application. We further request that the comment period be extended. We believe that public hearings and an extended comment period would better ensure that all interested members of the public, including those living in or serving moderate- and low- income communities, are heard before the Federal Reserve makes a decision. Our market includes a relatively high level of persons living in low-income communities and non-

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English speakers. These community members are unlikely to be aware of the opportunity to offer written comments based on an English-only notice appearing in the classified ad section of a local paper or, for that matter, the Federal Register. Further, we believe it is unrealistic to require that these community members file written comments. Accordingly, we believe that a well-publicized public hearing is necessary to ensure that the Federal Reserve receives and considers the views of affected community members before making a decision on the application.

In addition, if the Federal Reserve approves the application, we believe it should impose substantial conditions to preserve competition in the community and to ensure that the convenience and needs of the communities we serve are met, as described below.

Background

Summit State Bank

Summit State Bank is a California-chartered commercial bank. We were first organized in 1982 as a state thrift and converted to our current bank charter in 1999. As of June 30, 2023, we had $1.2 billion in assets and $1.0 billion of deposits. We serve approximately 8,000 customers, primarily individuals, non-profits, and small businesses, through our headquarters and three other branch offices within the Santa Rosa, CA Banking Market1. Four of our branches are located in moderate-income tracts.

In July 2023, the San Francisco Business Times ranked us 52nd in the 2023 Bay Area Corporate Philanthropist List. American Banker Magazine recently ranked us as number 18 on its list of the nation's top 200 publicly traded banks in June 2023. In May 2023, the Independent Community Bankers Association ranked us as one of its Top Performing Banks and the only California bank to be recognized in its More Than a Billion category, based on our financial performance. We have been consistently recognized for our achievements and have also been awarded Best Places to Work in the North Bay for 14 consecutive years, Top Community Bank Loan Producer, the Raymond James Bankers Cup, Super Premier Performing Bank, and the Piper Sandler SM-All Star Award.

For these reasons, Summit State Bank is a fierce competitor of Poppy Bank for both clients and talent within the Santa Rosa, CA Banking Market.

Aside from our financial performance, we are particularly proud of our community ties. As a community bank, we take servicing our community very seriously and are

1 In this letter, "Santa Rosa, CA Banking Market" refers to the Federal Reserve Board's definition of that market. Market and historical data are based on data available on the Federal Reserve Bank of St. Louis' CASSIDI website, https://cassidi.stlouisfed.org/markets/6220/hhi. Market data is as of June 30, 2022, the most recent date for which data is available.

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