RBB (RBB) EVP Gary Fan exercises stock units with tax share withholding

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fan Gary

(Last) (First) (Middle)

1055 WILSHIRE BLVD

SUITE 1200

(Street)

LOS ANGELES CA 90017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RBB Bancorp [ RBB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP/Chief Operations Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, No Par Value	02/20/2026		M		1,011	A	$22.2	1,011	D
Common Stock, No Par Value	02/20/2026		F		417	D	$22.2	594	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options	$21.17							(1)	12/20/2032	Stock Options	18,000		18,000	D
Restricted Stock Units	$22.2	02/20/2026		M			1,011	(2)	(3)	Common Stock(8)	2,022	$0	1,011	D
Restricted Stock Units	$0.0000							(4)	(3)	Common Stock(8)	2,629		2,629	D
Performance Stock Units	$0.0000							(5)	(3)	Common Stock(8)	5,916		5,916	D
Restricted Stock Units	$0.0000							(6)	(3)	Common Stock(8)	4,356(8)		4,356(8)	D
Performance Stock Units	$0.0000							(7)	(3)	Common Stock(8)	6,534(8)		6,534(8)	D

Explanation of Responses:

1. These options vest in five equal annual installments beginning one year after the 12/05/2022 date of grant.

2. These restricted stock units vest in three equal installments beginning one year after 02/21/2024 date of grant.

3. There will be no expiration date once restricted stock units vest.

4. These restricted stock units vest in three equal installments beginning one year after 03/20/2024 date of grant.

5. 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.

6. These restricted stock units vest in three equal installments beginning one year after 05/08/2025 date of grant.

7. 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.

8. 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.

Remarks:

Shares issued for vesting of 2/21/2024 RSU grant and shares disposed in settlement of tax withholding obligations for such RSU vesting.

	/s/ Gary Fan	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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.

How many RBB common shares does Gary Fan directly hold after these Form 4 transactions?

After the reported transactions, Gary Fan directly holds 594 shares of RBB common stock. This figure reflects 1,011 shares issued from restricted stock units at $22.20 per share, reduced by 417 shares withheld to satisfy tax obligations associated with the equity award exercise.

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.