4/A: RBB Bancorp Amends Insider Filing to Correct Stock Unit Grant Details for CEO Johnny Lee
Amendment to Insider Transaction Report
RBB Bancorp has filed an amended Form 4/A to correct an administrative error in a previous filing regarding the restricted and performance stock units granted to President and CEO Johnny C. Lee.
Summary
- RBB Bancorp filed an amended Form 4/A to correct an administrative error in a Form 4 filed on May 12, 2025.
- The original filing inadvertently omitted information from transactional columns and overstated the amount of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) granted to Johnny C. Lee, President and CEO.
- The amendment clarifies that all grants of RSUs and PSUs will be settled in common stock.
- The filing details several grants of RSUs and PSUs to Mr. Lee, including 13,068 RSUs and 19,602 PSUs granted on May 8, 2025.
- These newly reported RSUs vest in three equal annual installments beginning one year after the May 8, 2025 grant date.
- The PSUs granted on May 8, 2025, represent the maximum potential award (150% of target) and will vest conditionally on performance goals and an employment condition over a three-year period beginning on May 8, 2025.
- Other previously granted RSUs and PSUs with varying vesting schedules and grant dates (July 20, 2023, February 21, 2024, and March 20, 2024) are also detailed, totaling 2,196, 11,000, 5,282 RSUs and 12,332 PSUs respectively, which were already beneficially owned.
Sentiment
Score: 6
Explanation: The sentiment is neutral to slightly positive. While an administrative error occurred, the prompt correction demonstrates transparency and adherence to regulatory requirements. The details provided clarify executive compensation, which is generally a neutral event unless it signals significant changes in strategy or performance.
Positives
- The company has promptly corrected an administrative error in a public filing, demonstrating commitment to accurate disclosure.
- Clarification that stock units will be settled in common stock provides transparency regarding future share issuance.
Negatives
- The initial administrative error in the Form 4 filing indicates a lapse in internal controls or review processes for regulatory disclosures.
Future Outlook
The document outlines future vesting schedules for various Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) granted to CEO Johnny C. Lee. PSUs are subject to the achievement of certain performance goals and an employment condition over three-year periods.
Industry Context
This filing is a standard regulatory disclosure for insider transactions, common across all publicly traded companies. It reflects the ongoing compensation practices for executives, often involving equity-based incentives tied to performance and retention.
Related Party Transactions
- The document details equity grants to Johnny C. Lee, the President and CEO, which are considered related party transactions as they involve compensation to an executive officer.
Stakeholder Impact
- Shareholders: Provides corrected and clarified information regarding executive equity compensation, ensuring accuracy of public records related to potential dilution from stock unit settlements.
- Regulatory Authorities: Demonstrates compliance with SEC reporting requirements by correcting a previously filed document.
Next Steps
- Vesting of 13,068 Restricted Stock Units (RSUs) in three equal annual installments beginning one year after May 8, 2025.
- Vesting of 19,602 Performance Stock Units (PSUs) over a three-year period beginning May 8, 2025, subject to performance goals and employment conditions.
- Continued vesting of previously granted RSUs and PSUs according to their respective schedules (from grant dates July 20, 2023, February 21, 2024, and March 20, 2024).
Key Dates
| Date | Description |
|---|---|
| 07/20/2023 | Grant date for 11,000 Restricted Stock Units (RSUs) and 2,196 RSUs, with vesting beginning one year after this date. |
| 02/21/2024 | Grant date for 2,196 Restricted Stock Units (RSUs), with vesting beginning one year after this date. |
| 03/20/2024 | Grant date for 5,282 Restricted Stock Units (RSUs) and 12,332 Performance Stock Units (PSUs); vesting for RSUs begins one year after this date, and the three-year vesting period for PSUs begins. |
| 05/08/2025 | Date of grant for 13,068 Restricted Stock Units (RSUs) and 19,602 Performance Stock Units (PSUs); vesting for RSUs begins one year after this date, and the three-year vesting period for PSUs begins. |
| 05/12/2025 | Date the original Form 4 was filed, which contained the administrative error. |
| 06/03/2025 | Date the amended Form 4/A was signed by Johnny C. Lee. |
Keywords
RBB Bancorp, Johnny C. Lee, SEC Form 4/A, Restricted Stock Units, Performance Stock Units, Insider Trading, Executive Compensation, Stock Grants, Beneficial Ownership, Corporate Governance
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