8-K
RBB Bancorp (RBB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 14, 2023 (March 13, 2023)
RBB BANCORP
(Exact name of Registrant as Specified in Its Charter)
| California | 001-38149 | 27-2776416 |
|---|---|---|
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
| 1055 Wilshire Blvd., 12 ^th^ floor , | ||
| Los Angeles , California | 90017 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (213) 627-9888
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12 (b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
|---|---|---|
| Common Stock, No Par Value | RBB | NASDAQ Global Select Market |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 13, 2023, Ms. Catherine Thian resigned from the board of directors of RBB Bancorp and its wholly-owned subsidiary, Royal Business Bank (collectively, the “Company”), effective March 13, 2023. Ms. Thian also resigned her positions on the Company's Asset/Liability Committee, Nomination and Corporate Governance Committee, Director's Loan Committee and Community Reinvestment Act Committee, and the Boards of Directors of RBB Asset Management Company and FAIB Capital Corp., subsidiaries of RBB Bancorp. Her letter of resignation is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| 99.1 | Resignation Letter |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RBB BANCORP<br><br> <br>(Registrant) | ||
|---|---|---|
| Date: March 14, 2023 | By: | /s/ David Morris |
| David Morris | ||
| President and Chief Executive Officer |
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ex_488627.htm
Exhibit 99.1
Catherine Thian
5196 Parkway Calabasas
Calabasas, CA 91302
March 13, 2023
Dr. James Kao
Chairman of the Board
RBB Bancorp
1055 Wilshire Blvd., Suite 1200
Los Angeles, CA 90017
Dear Dr. Kao, Board Chairman,
Due to my health reasons, I regret to inform you that I have decided to resign from my Board of Director positions of RBB Bancorp and RBB Bank as well as all roles related to RBB Bancorp and RBB Bank immediately (3/13/2023).
Best regards,
Catherine Thian