SEC FORM 4/A

SEC FORM 4/A 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

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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^*

Fan Gary

(Last)

(First)

(Middle)

1055 WILSHIRE BLVD

SUITE 1200

(Street)

LOS ANGELES

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP/Chief Operations Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/12/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options	$21.17							⁽¹⁾	12/20/2032	Stock Options	18,000		18,000	D
Restricted Stock Units	$0.0000							⁽²⁾	⁽³⁾	Common Stock⁽⁸⁾	2,022		2,022	D
Restricted Stock Units	$0.0000							⁽⁴⁾	⁽³⁾	Common Stock⁽⁸⁾	2,629		2,629	D
Performance Stock Units	$0.0000							⁽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

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:

To correct Restricted Stock Units (RSUs) and maximum amount Performance Stock Units (PSUs) granted May 08, 2025.

	/s/ Gary Fan	06/03/2025
	** 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).
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Amendment: SEC Form 4 filed by EVP/Chief Operations Officer Fan Gary