RBB Bancorp

07/22/2025 | Press release | Distributed by Public on 07/22/2025 16:13

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LEE JOHNNY C
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
(Last) (First) (Middle)
1055 WILSHIRE BLVD, SUITE 1200
3. Date of Earliest Transaction (Month/Day/Year)
07/21/2025
(Street)
LOS ANGELES, CA 90017
4. If Amendment, Date 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
(City) (State) (Zip)
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 07/21/2025 A 5,500 A $18.25 11,443 D
Common Stock, No Par Value 07/21/2025 F 1,968 D $18.25 9,475 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 $ 0 (3) (2) Common Stock(8) 2,196 2,196 D
Restricted Stock Units $ 0 07/21/2025 M 5,500 (1) (2) Common Stock(8) 11,000 $ 0 5,500 D
Restricted Stock Units $ 0 (4) (2) Common Stock(8) 5,282 5,282 D
Performance Stock Units $ 0 (5) (2) Common Stock(8) 12,332 12,332 D
Restricted Stock Units $ 0 (6) (2) Common Stock(8) 13,068(8) 13,068(8) D
Performance Stock Units $ 0 (7) (2) Common Stock(8) 19,602(8) 19,602(8) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LEE JOHNNY C
1055 WILSHIRE BLVD
SUITE 1200
LOS ANGELES, CA 90017
X President/CEO

Signatures

/s/ Johnny Lee 07/22/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 7/20/2023 RSU grant and shares disposed in settlement of tax withholding obligations for such RSU vesting.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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