Sec Form 4 Filing - Fan Gary @ RBB Bancorp - 2025-06-05

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Fan Gary
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
(Last) (First) (Middle)
1055 WILSHIRE BLVD, SUITE 1200
3. Date of Earliest Transaction (MM/DD/YY)
06/05/2025
(Street)
LOS ANGELES, CA90017
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/05/2025 S 1,451 D $ 16.73 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Options $ 21.17 ( 1 ) 12/20/2032 Stock Options 18,000 18,000 D
Restricted Stock Units $ 0 ( 2 ) ( 3 ) Common Stock ( 8 ) 2,022 2,022 D
Restricted Stock Units $ 0 ( 4 ) ( 3 ) Common Stock ( 8 ) 2,629 2,629 D
Performance Stock Units $ 0 ( 5 ) ( 3 ) Common Stock ( 8 ) 5,916 5,916 D
Restricted Stock Units $ 0 05/08/2025 A 4,356 ( 6 ) ( 3 ) Common Stock ( 8 ) 4,356 ( 8 ) $ 0 4,356 ( 8 ) D
Performance Stock Units $ 0 05/08/2025 A 6,534 ( 7 ) ( 3 ) Common Stock ( 8 ) 6,534 ( 8 ) $ 0 6,534 ( 8 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fan Gary
1055 WILSHIRE BLVD
SUITE 1200
LOS ANGELES, CA90017
EVP/Chief Operations Officer
Signatures
/s/ Gary Fan 06/06/2025
Signature of Reporting Person Date
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:
A total of 1,451 shares sold for $16.73 on June 5, 2025.

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).
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