RBB Bancorp (RBB) CEO reports RSU exercise and tax share withholding

Rhea-AI Filing Summary

RBB Bancorp President and CEO Johnny C. Lee reported equity award activity involving restricted stock units, performance stock units, and common shares. On February 20, 2026, he exercised 1,098 restricted stock units, which converted into the same number of common shares at a price of $22.20 per share.

To cover associated tax obligations, 453 common shares were withheld and disposed of at $22.20 per share, leaving him with 10,120 common shares held directly after these transactions. Footnotes explain that multiple RSU and PSU grants vest in three equal annual installments or after three-year performance periods, subject to continued employment and performance goals, and clarify an earlier Form 4 that overstated May 8, 2025 awards.

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^*

LEE JOHNNY C

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President/CEO

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		1,098	A	$22.2	10,573	D
Common Stock, No Par Value	02/20/2026		F		453	D	$22.2	10,120	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
Restricted Stock Units	$22.2	02/20/2026		M			1,098	(3)	(2)	Common Stock(8)	2,196	$0	1,098	D
Restricted Stock Units	$0.0000							(1)	(2)	Common Stock(8)	11,000		5,500	D
Restricted Stock Units	$0.0000							(4)	(2)	Common Stock(8)	5,282		5,282	D
Performance Stock Units	$0.0000							(5)	(2)	Common Stock(8)	12,332		12,332	D
Restricted Stock Units	$0.0000							(6)	(2)	Common Stock(8)	13,068(8)		13,068(8)	D
Performance Stock Units	$0.0000							(7)	(2)	Common Stock(8)	19,602(8)		19,602(8)	D

Explanation of Responses:

1. These restricted stock units vest in three equal annual installments beginning one year after the 07/20/2023 date of grant.

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

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

4. These restricted stock units vest in three equal annual installments beginning one year after the 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 annual installments beginning one year after the 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/ Johnny Lee	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 Bancorp) report for Johnny C. Lee?

RBB Bancorp reported that President and CEO Johnny C. Lee exercised 1,098 restricted stock units into common shares and had 453 common shares withheld to satisfy tax obligations. After these transactions, he directly held 10,120 common shares of RBB Bancorp.

How many RBB Bancorp shares does CEO Johnny C. Lee hold after this Form 4?

After the reported transactions, CEO Johnny C. Lee directly holds 10,120 shares of RBB Bancorp common stock. This balance reflects the conversion of 1,098 restricted stock units into common shares and the withholding and disposition of 453 shares to cover related tax liabilities.

What was the price used for RBB Bancorp’s tax-withholding share disposition?

The tax-withholding disposition of 453 RBB Bancorp common shares was reported at $22.20 per share. This price was also used as the transaction price for the 1,098 common shares received upon the exercise and conversion of restricted stock units on February 20, 2026.

How do RBB Bancorp restricted stock units and performance stock units vest for the CEO?

RBB Bancorp restricted stock units for the CEO generally vest in three equal annual installments starting one year after the grant date. Performance stock units vest over three-year periods, contingent on specified performance goals and an employment condition, with some grants allowing vesting up to 150% of target levels.

Did RBB Bancorp correct any prior reporting errors in this Form 4?

Yes. A footnote explains that a Form 4 filed on May 12, 2025 inadvertently overstated the number of RSUs and PSUs granted on May 8, 2025. The amendment also clarifies that those RSU and PSU grants will be settled in RBB Bancorp common stock.

What does transaction code M mean in RBB Bancorp’s Form 4 for the CEO?

In RBB Bancorp’s Form 4, transaction code M indicates an exercise or conversion of a derivative security. For CEO Johnny C. Lee, this reflects the conversion of 1,098 restricted stock units into the same number of common shares, rather than an open-market stock purchase.