RBB (RBB) EVP Gary Fan exercises stock units with tax share withholding
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
RBB Bancorp EVP/COO Gary Fan reported equity award activity and corrections to prior disclosures. On 2026-02-20, he exercised 1,011 Restricted Stock Units into 1,011 shares of common stock at a stated price of $22.20 per share, and 417 shares were withheld at the same price to cover tax obligations, leaving 594 common shares directly owned after these transactions. The filing also reports updated holdings of options, restricted stock units, and performance stock units that vest over time, some subject to performance goals and continued employment. A footnote explains that a prior Form 4 filed on May 12, 2025 contained an administrative error that overstated RSU and PSU grants from May 8, 2025, and clarifies that those grants will be settled in common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
1,011 shares exercised/converted
Mixed
8 txns
Insider
Fan Gary
Role
EVP/Chief Operations Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 1,011 | $0.00 | -- |
| Exercise | Common Stock, No Par Value | 1,011 | $22.20 | $22K |
| Tax Withholding | Common Stock, No Par Value | 417 | $22.20 | $9K |
| holding | Options | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Performance Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Performance Stock Units | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 1,011 shares (Direct);
Common Stock, No Par Value — 1,011 shares (Direct);
Options — 18,000 shares (Direct);
Performance Stock Units — 5,916 shares (Direct)
Footnotes (1)
- These options vest in five equal annual installments beginning one year after the 12/05/2022 date of grant. These restricted stock units vest in three equal installments beginning one year after 02/21/2024 date of grant. There will be no expiration date once restricted stock units vest. These restricted stock units vest in three equal installments beginning one year after 03/20/2024 date of grant. These performance stock units ("PSUs") will vest conditionally on the achievement of certain performance goals and an employment condition. The reported PSUs will vest at the expiration of a three-year period beginning on 03/20/2024 subject to the Reporting Person's satisfaction of the employment condition. These restricted stock units vest in three equal installments beginning one year after 05/08/2025 date of grant. Performance Stock Units ("PSUs") to vest conditionally on the achievement of certain performance goals and an employment condition. The PSUs are awarded at a target level and have the opportunity to vest at 150% of such target level; The reported PSUs represent the maximum award that may be achieved and ultimately vest. The reported PSUs will vest at the expiration of a three-year period beginning on 05/08/2025 subject to the Reporting Person's satisfaction of the employment condition. On May 12, 2025 due to an administrative error, the Reporting Person filed a Form 4 which inadvertently omitted information from the transactional columns in Table II and overstated the amount of RSUs and PSUs granted to the Reporting Person on May 8, 2025. The Form 4 has also been amended to clarify that grants of RSUs and PSUs will be settled in common stock.
FAQ
What insider transactions did RBB (RBB) report for Gary Fan on February 20, 2026?
On 20 February 2026, EVP/COO Gary Fan exercised 1,011 restricted stock units into 1,011 RBB common shares at $22.20 per share. Of these, 417 shares were withheld to cover tax obligations, leaving 594 common shares directly owned after the transactions.
Did the RBB (RBB) Form 4 show any open-market buying or selling by Gary Fan?
The Form 4 does not show open-market purchases or sales. It reports a derivative exercise of 1,011 restricted stock units into common shares and 417 shares withheld for tax liability, which is a non-market disposition typically tied to equity award settlement rather than discretionary trading.
What equity awards and holdings for Gary Fan are disclosed in the RBB Form 4?
The filing lists direct holdings of options, restricted stock units, and performance stock units. Footnotes explain that options vest in annual installments, RSUs generally vest in three installments, and PSUs vest over three-year periods based on performance goals and an employment condition, all settled in common stock.
What administrative error from May 2025 does RBB’s Form 4 for Gary Fan correct?
The Form 4 notes that a May 12, 2025 filing overstated RSUs and PSUs granted on May 8, 2025 and omitted certain Table II details. The amendment also clarifies that those RSU and PSU grants are to be settled in RBB common stock upon vesting, rather than another form of settlement.
How do Gary Fan’s performance stock units in RBB vest according to the filing footnotes?
Performance stock units vest only if specific performance goals and an employment condition are met over three-year periods beginning March 20, 2024 and May 8, 2025. The reported PSUs represent maximum potential awards, with vesting up to 150% of target levels in common stock.