🧾 What This Document Is

This is a proxy statement (DEF 14A) for RBB Bancorp. It's like an invitation and rulebook for the company's annual shareholder meeting. The purpose is to give shareholders the information they need to vote on important company matters. Think of it as the agenda and background reading for a big annual meeting.

👉 Why it matters: As a shareholder, this is your chance to have a say in how the company is run, who sits on its board, and how executives are paid.

🏢 What The Company Does

In simple terms, RBB Bancorp is the holding company for Royal Business Bank. It's a bank focused on commercial and retail banking, particularly serving communities in Southern California and other areas. They provide standard banking services like loans, deposits, and treasury management.

📅 Key Meeting Details

• When: Thursday, May 21, 2026, at 9:00 a.m. Pacific Time.
• Where: In person at their headquarters (1055 Wilshire Blvd., Suite 1200, Los Angeles, CA 90017), or you can join by phone or webcast.
• How to Join by Phone/Web: Call George Lai at 213-699-2961 before the meeting for details, or use this webcast link: https://attendee.gotowebinar.com/register/1748186558835430746 (use your proxy control number as the access code).
• Record Date: You must have been a shareholder by March 24, 2026, to vote.
• Voting: You can vote by mail, phone, internet, or during the meeting itself. The Board recommends voting "FOR" all proposals.

🗳️ What You're Voting On (The Proposals)

There are three main items on the ballot:

Proposal 1: Elect Nine Directors. You are voting to elect all nine people nominated to the Board. The Board recommends voting "FOR" each one. The nominees are:

• Robert M. Franko
• David R. Morris
• Christina Kao
• Geraldine Pannu
• Dr. James W. Kao
• Scott Polakoff
• Joyce Wong Lee
• Frank Wong
• Johnny Lee (the current CEO)

Proposal 2: Advisory Vote on Executive Pay. This is a non-binding "Say on Pay" vote. You're asked if you approve the compensation of the company's top executives (called Named Executive Officers or NEOs). The Board recommends voting "FOR" this approval.

Proposal 3: Ratify the Auditor. You're asked to confirm the appointment of Crowe LLP as the company's independent accounting firm for 2026. The Board recommends voting "FOR" this ratification.

👥 Meet the Board Nominees

The Board is shrinking from 11 to 9 members. Here’s a snapshot of the key nominees (based on the bios provided in the filing):

• Christina Kao (Age 40, Board Chair): Business owner with a background in chemical engineering and an MBA from Harvard.
• Robert M. Franko (Age 78): Former CEO of First Choice Bancorp with over 35 years of banking and M&A experience.
• Johnny Lee (Age 63, CEO): The current President & CEO with over 35 years in banking, including senior roles at East West Bank.
• Dr. James W. Kao (Age 80): Retired Philip Morris R&D professional and long-time investor.
• David R. Morris (Age 65): The former CEO of the company who retired in May 2025.

👉 Why it matters: The board provides oversight. These nominees bring experience in banking, finance, engineering, and business strategy.

💰 Executive Compensation Highlights

This section details how the top executives are paid. It's based on a "pay-for-performance" philosophy, meaning compensation should align with company success.

• Components: Pay includes salary, annual bonuses, and long-term incentives like stock awards that vest over time.
• Named Executive Officers (NEOs): The filing details compensation for the CEO (Johnny Lee) and other top executives. However, the specific dollar amounts and compensation tables from the summary are not fully included in the text provided. The detailed "Summary Compensation Table" and other required disclosures are referenced but not shown here.
• Key Practice: The company notes it has policies to avoid granting equity awards right before releasing major financial news to prevent any appearance of manipulation.

🏦 Company Financials & Strategy

While this proxy focuses on governance, it connects pay to performance. The "2025 Highlights" section (mentioned but not detailed here) would typically show financial results that influence executive bonuses. The company's strategy involves growth in its commercial and retail banking segments.

📜 Governance & Policies

• Related Party Transactions: The company has policies to review and approve any business deals involving directors or executives to prevent conflicts of interest. Some ordinary banking services with insiders are noted.
• Human Capital: The company describes its workforce management, emphasizing recruitment, training, and a culture focused on community banking.
• Sustainability Initiatives: Mentions the company's commitment to environmental and social responsibility, though specific metrics aren't detailed here.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Experienced board with significant banking and financial expertise.
• Clear compensation structure designed to link pay to long-term performance.
• Established governance policies for audits and conflict management.

⚠️ Risks & Considerations:

• The size and composition of the board are changing, which can create transition risks.
• As a community-focused bank, performance is closely tied to local economic conditions in its markets.
• The "Say on Pay" vote is advisory but can signal shareholder sentiment on executive compensation.

🧠 The Analogy

Imagine RBB Bancorp is a ship. The shareholders are the owners. This proxy document is the agenda for the owners' annual meeting. You are voting on: 1) Who stays on the captain's council (Board of Directors), 2) Whether you approve of how the captain's (CEO's) rewards are set, and 3) Confirming the independent ship inspector (Auditor). Your vote helps steer the company's course.

🧩 Final Takeaway

This proxy statement is your shareholder toolkit for RBB Bancorp's 2026 annual meeting. Your key decisions are to approve the new board slate, endorse the executive pay plan, and confirm the company's auditor. The Board recommends you vote in favor of all three proposals to support the company's current governance and strategic direction.