Form 4: RBB Bancorp COO Gary Fan's RSU Vesting & Tax Settlement

RBB Bancorp's EVP/Chief Operations Officer, Gary Fan, reported the vesting of 1,011 restricted stock units and the sale of 417 shares for tax obligations.

Summary

• Gary Fan, EVP/Chief Operations Officer of RBB Bancorp, reported a change in beneficial ownership.
• On February 20, 2026, 1,011 restricted stock units (RSUs) granted on February 21, 2024, vested, resulting in the acquisition of 1,011 shares of common stock at a price of $22.2 per share.
• Concurrently, 417 shares were disposed of at $22.2 per share to cover tax withholding obligations related to the RSU vesting.
• Following these transactions, Gary Fan directly beneficially owns 594 shares of common stock.
• The filing also details other outstanding derivative securities, including 18,000 stock options, 2,629 restricted stock units (from 03/20/2024 grant), 4,356 restricted stock units (from 05/08/2025 grant), 5,916 performance stock units (from 03/20/2024 grant), and 6,534 performance stock units (from 05/08/2025 grant).
• An administrative error in a previous Form 4 filed on May 12, 2025, was corrected, clarifying RSU/PSU grants from May 8, 2025, and confirming settlement in common stock.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, reflecting a routine executive compensation event and a correction of a prior administrative error, which enhances reporting accuracy.

Positives

• The vesting of restricted stock units represents a successful milestone for the executive, converting equity awards into common stock.
• The correction of an administrative error in a prior filing demonstrates transparency and accuracy in reporting.

Negatives

• The sale of 417 shares to cover tax withholding obligations results in a reduction of the executive's direct beneficial ownership of common stock.

Future Outlook

The filing details future vesting schedules for various equity awards, indicating ongoing executive compensation plans.

Industry Context

StockSavvy.ai notes that Form 4 filings are standard disclosures for executive equity transactions in publicly traded companies, reflecting routine compensation events rather than strategic shifts. The vesting and subsequent tax-related sale of RSUs are common occurrences for executives receiving equity compensation in the banking sector, aligning with typical incentive structures.

Comparison to Industry Standards

• This Form 4 details a routine executive compensation event, specifically the vesting of restricted stock units and the subsequent sale of shares for tax purposes. Such transactions are standard practice across publicly traded companies, including financial institutions like JPMorgan Chase, Bank of America, or Wells Fargo, where executives frequently receive equity awards as part of their compensation packages. The specific number of shares and the vesting schedule are unique to Gary Fan's compensation plan at RBB Bancorp but the mechanism of RSU vesting and tax-related sales is globally consistent with executive compensation practices.

Related Party Transactions

• The reported transactions involve an executive's equity compensation, which is a standard related-party dealing between an officer and the company.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine executive compensation event. The sale of shares for tax purposes is a small dilution but expected.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• Future vesting of 18,000 stock options, with installments beginning one year after 12/05/2022.
• Future vesting of 2,629 restricted stock units, in three equal installments beginning one year after 03/20/2024.
• Future vesting of 4,356 restricted stock units, in three equal installments beginning one year after 05/08/2025.
• Future vesting of 5,916 performance stock units, conditionally on achievement of certain performance goals and an employment condition over a three-year period beginning 03/20/2024.
• Future vesting of 6,534 performance stock units, conditionally on achievement of certain performance goals and an employment condition over a three-year period beginning 05/08/2025.

Key Dates

Recommendation

This Form 4 filing details a routine executive compensation event involving RSU vesting and a tax-related share sale. It does not contain information that would fundamentally alter the investment thesis for RBB Bancorp, nor does it signal significant operational or strategic changes. Therefore, a 'hold' recommendation is appropriate as the filing provides no new material information to warrant a change in investment position.

Keywords

RBB Bancorp, RBB, Gary Fan, Form 4, SEC Filing, Restricted Stock Units, RSU Vesting, Stock Options, Performance Stock Units, PSU, Executive Compensation, Insider Trading, Beneficial Ownership, Tax Withholding