rbb20221209_8k.htm
false 0001499422 0001499422 2022-12-05 2022-12-05
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): December 12, 2022  (December 5, 2022)
 
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., 12th floor,
   
Los Angeles, California
 
90017
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrants 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 December 12, 2022, RBB Bancorp (the “Company”) announced the appointment of Gary Fan as Executive Vice President and Chief Administrative Officer of the Company’s subsidiary, Royal Business Bank (the “Bank”) effective December 5, 2022.  Mr. Fan, age 39, has served as President of Gateway Bank since 2021.  Prior to that, Mr. Fan served as Senior Vice President, Head of Consumer Lending of CTBC Bank Corp. (USA) from 2013 to 2018.
 
 
Item 8.01  Other Events.
 
   On December 12, 2022, The Company issued a press release related to the appointment of Gary Fan as Executive Vice President and Chief Administrative Officer of the Bank effective December 5, 2022.  A copy of such press release is attached hereto as Exhibit 99.1.
 
Item 9.01 Financial Statements and Exhibits.
 
(d)
 
Exhibits.
     
Number   Description
     
99.1
 
     
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
2

 
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
(Registrant)
Date:  December 12, 2022 
By:
/s/ David Morris
David Morris
    President and Chief Executive Officer  
    Chief Financial Officer  
 
 
 
3
ex_455182.htm

Exhibit 99.1

 

https://cdn.kscope.io/de7e36bf7d445ff6e54fa77f94709986-ex_455182img001.jpg

 

 

 

Press Release

For Immediate Release

 

 

Contacts:

 

David Morris

 

President, CEO and CFO

 

(714) 670-2488

 

 

RBB Bancorp Announces the Hiring of Gary Fan as EVP and Chief Administrative Officer

 

 

Los Angeles, CA, December 12, 2022

 

RBB Bancorp (NASDAQ: RBB) (the “Company”) and its subsidiary Royal Business Bank (the “Bank”), a leading financial institution focused on serving the Asian-American community, is pleased to announce that Gary Fan has joined the Bank as Executive Vice President and Chief Administrative Officer. In this new role, Mr. Fan will oversee marketing and wealth management, and he is expected to manage operations in the New York and Chicago markets. He will also be focused on leading bank-wide initiatives including mergers and acquisitions, digital banking, new products and services, Fintech, and specialty banking.

 

 

"I am thrilled that someone of Gary's talent and reputation has joined RBB," said David Morris, CEO, President and CFO of RBB Bancorp. "With his background and experience, we believe Gary is the perfect choice to build on the momentum we have established in creating one of the leading Asian-American banks."

 

Prior to joining RBB Bancorp, Mr. Fan was previously President and Board Member of Gateway Bank FSB in Oakland, CA. Prior to that position, Gary worked as President of a fintech company and in senior executive roles in operations, strategy, and lending at CTBC Bank. Prior to banking, Gary served in senior leadership roles in a variety of industries, including manufacturing, supply chain logistics, e-commerce, and financial services. Gary graduated with a bachelor’s degree from UC Berkeley. He is also a graduate of the Stonier Graduate School of Banking at Wharton, University of Pennsylvania.

 

 

Corporate Overview

 

RBB Bancorp is a community-based bank holding company headquartered in Los Angeles, California. As of September 30, 2022, the Company had total assets of $3.9 billion. Its wholly-owned subsidiary, the Bank is a full service commercial bank, which provides business banking services to the Chinese-American communities in Los Angeles County, Orange County, and Ventura County in California, in Las Vegas, Nevada, in Brooklyn, Queens, and Manhattan in New York, in Edison, New Jersey, in the Chicago neighborhoods of Chinatown and Bridgeport, Illinois, and on Oahu, Hawaii. Bank services include remote deposit, E-banking, mobile banking, commercial and investor real estate loans, business loans and lines of credit, commercial and industrial loans, SBA 7A and 504 loans, 1-4 single family residential loans, automobile lending, trade finance, a full range of depository account products and wealth management services. The Bank has nine branches in Los Angeles County, two branches in Ventura County, one branch in Orange County, California, one branch in Las Vegas, Nevada, three branches and one loan operation center in Brooklyn, three branches in Queens, one branch in Manhattan in New York, one branch in Edison, New Jersey, two branches in Chicago, Illinois, and one branch in Honolulu, Hawaii. The Company's administrative and lending center is located at 1055 Wilshire Blvd., Los Angeles, California 90017, and its finance and operations center is located at 7025 Orangethorpe Ave., Buena Park, California 90621. The Company's website address is www.royalbusinessbankusa.com.

 

Safe Harbor

 

Certain matters set forth herein (including the exhibits hereto) constitute forward-looking statements relating to the Companys current business plans and expectations and our future financial position and operating results. These forward-looking statements are subject to risks and uncertainties that could cause actual results, performance and/or achievements to differ materially from those projected. These risks and uncertainties include, but are not limited to, local, regional, national and international economic and market conditions and events and the impact they may have on us, our customers and our assets and liabilities; our ability to attract deposits and other sources of funding or liquidity; supply and demand for real estate and periodic deterioration in real estate prices and/or values in California or other states where we lend, including both residential and commercial real estate; a prolonged slowdown or decline in real estate construction, sales or leasing activities; changes in the financial performance and/or condition of our borrowers, depositors or key vendors or counterparties; changes in our levels of delinquent loans, nonperforming assets, allowance for loan losses and charge-offs; expectations regarding the impact of the COVID-19 pandemic; the costs or effects of acquisitions or dispositions we may make, whether we are able to obtain any required governmental or shareholder approvals in connection with any such acquisitions or dispositions, and/or our ability to realize the contemplated financial or business benefits associated with any such acquisitions or dispositions; the effect of changes in laws, regulations and applicable judicial decisions (including laws, regulations and judicial decisions concerning financial reforms, taxes, banking capital levels, consumer, commercial or secured lending, securities and securities trading and hedging, compliance, employment, executive compensation, insurance, vendor management and information security) with which we and our subsidiaries must comply or believe we should comply; changes in estimates of future reserve requirements and minimum capital requirements based upon the periodic review thereof under relevant regulatory and accounting requirements, including changes in the Basel Committee framework establishing capital standards for credit, operations and market risk; inflation, interest rate, securities market and monetary fluctuations; changes in government interest rates or monetary policies; changes in the amount and availability of deposit insurance; cyber-security threats, including loss of system functionality or theft or loss of Company or customer data or money; political instability; acts of war or terrorism, or natural disasters, such as earthquakes, drought, or the effects of pandemic diseases; the timely development and acceptance of new banking products and services and the perceived overall value of these products and services by our customers and potential customers; the Companys relationships with and reliance upon vendors with respect to the operation of certain of the Companys key internal and external systems and applications; changes in commercial or consumer spending, borrowing and savings preferences or behaviors; technological changes and the expanding use of technology in banking (including the adoption of mobile banking and funds transfer applications); the ability to retain and increase market share, retain and grow customers and control expenses; changes in the competitive and regulatory environment among financial and bank holding companies, banks and other financial service providers; volatility in the credit and equity markets and its effect on the general economy or local or regional business conditions; fluctuations in the price of the Companys common stock or other securities; and the resulting impact on the Companys ability to raise capital or make acquisitions, the effect of changes in accounting policies and practices, as may be adopted from time-to-time by our regulatory agencies, as well as by the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard-setters, including ASU 2016-13 (Topic 326), “Measurement of Credit Losses on Financial Instruments, commonly referenced as the Current Expected Credit Loss (CECL) model, which will change how we estimate credit losses and may increase the required level of our allowance for credit losses after adoption; changes in our organization, management, compensation and benefit plans, and our ability to retain or expand our workforce, management team and/or our board of directors; the costs and effects of legal, compliance and regulatory actions, changes and developments, including the initiation and resolution of legal proceedings (such as securities, consumer or employee class action litigation), regulatory or other governmental inquiries or investigations, and/or the results of regulatory examinations or reviews; our ongoing relations with our various federal and state regulators, including the SEC, FDIC, FRB and California DFPI (formerly DBO); our success at managing the risks involved in the foregoing items and all other factors set forth in the Companys public reports, including its Annual Report as filed under Form 10-K/A and Form 10-K for the year ended December 31, 2021, and particularly the discussion of risk factors within that document. The Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements except as required by law. Any statements about future operating results, such as those concerning accretion and dilution to the Companys earnings or shareholders, are for illustrative purposes only, are not forecasts, and actual results may differ.

 

There can be no assurance that other factors not currently anticipated by the Company will not materially and adversely affect its business, financial condition and results of operations. Furthermore, many of these risks and uncertainties are currently amplified by and may continue to be amplified by or may, in the future, be amplified by the recent outbreak of the COVID-19 pandemic. Readers are cautioned not to place undue reliance on the Company’s forward-looking statements, which reflect management’s analysis and expectations only as of the date of such statements. Forward looking statements speak only as of the date they are made, and the Company does not intend, and undertake no obligation, to publicly revise or update forward looking statements, whether as a result of new information, future events or otherwise, except as required by federal securities law.