NOTE 16 - STOCK-BASED COMPENSATION

Amended and Restated RBB Bancorp 2017 Omnibus Stock Incentive Plan

The Amended and Restated RBB Bancorp 2017 Omnibus Stock Incentive Plan (the "Amended OSIP") was approved by our board of directors in January 2022 and approved by our shareholders in May 2022. The Amended OSIP was designed to ensure continued availability of equity awards that will assist us in attracting and retaining competent managerial personnel and rewarding key employees, directors and other service providers for high levels of performance. Pursuant to the Amended OSIP, our board of directors are allowed to grant awards to eligible persons, including employees and directors, in the form of qualified and nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights and other incentive awards. We reserved up to 30% of issued and outstanding shares of common stock as of the date we adopted the Amended OSIP, or 3,848,341 shares. As of June 30, 2026, there were 785,487 shares of common stock available for issuance under the Amended OSIP. This represents 4.6% of the issued and outstanding shares of the Company’s common stock as of June 30, 2026. Awards vest, become exercisable and contain such other terms and conditions as determined by the board of directors and set forth in individual agreements with the eligible persons receiving the awards. The Amended OSIP enables the board of directors to set specific performance criteria that must be met before an award vests. The Amended OSIP allows for acceleration of vesting and exercise privileges of grants if a participant’s termination of employment is due to a change in control, death or total disability. If a participant’s job is terminated for cause, then all awards expire at the date of termination.

Stock Options

Compensation expense for stock options was $9,000, $9,000, and $12,000 for the three months ended June 30, 2026, March 31, 2026, and June 30, 2025, and $18,000 and $26,000 for the six months ended June 30, 2026 and 2025. Unrecognized stock-based compensation expense related to stock options was $54,000 as of June 30, 2026 and is expected to be recognized over the next 1.1 years.

The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model. Assumptions in the model include expected volatility, expected term, expected dividends and a risk-free rate of return. The expected volatility is based on the historical volatility of our stock trading history. The expected term is based on historical data and represents the estimated average period of time that the options remain outstanding. The risk-free rate of return reflects the grant date interest rate offered for zero coupon U.S. Treasury bonds over the expected term of the options. No stock options have been granted or valued since  March 31, 2023.

The table below presents a summary of our stock options awards and activity as of and for the six months ended June 30, 2026.

The total fair value of the options vested was $0 and $57,000 during the six months ended June 30, 2026 and 2025. Unvested stock options totaled 12,000 with a weighted average grant date fair value of $6.16 as of June 30, 2026 and December 31, 2025. 

For the three and six months ended June 30, 2026, the cash received from the exercise of stock options was $1.0 million with an intrinsic value of $361,000. For the three and six months ended June 30, 2025, the cash received from the exercise of stock options was $171,000 with an intrinsic value of $1,000. 

Restricted Stock Units

We award time-based restricted stock units (“TRSUs”) and performance-based restricted stock units (“PRSUs”), which we also refer to collectively as restricted stock units (“RSUs”). The PRSUs are subject to pre-established performance metrics, which may also include a market condition, that will be measured in the future and subject to oversight and approval by the Board of Director’s Compensation Committee. The TRSUs have original lives ranging from 1 to 4 years, or may vest immediately, and PRSUs have an original life of 3 years. The RSUs granted during the six months ended June 30, 2026 included 10,675 PRSUs with a performance metric subject to a market condition and grant date fair value per share of $24.08.

The following table presents RSUs activity during the six months ended June 30, 2026. 

(1) Includes 15,832 RSUs awarded to members of the Board of Directors, which immediately vested. 

The recorded compensation expense for RSUs was $478,000, $268,000, and $537,000 for the three months ended June 30, 2026, March 31, 2026, and June 30, 2025, and $746,000 and $779,000 for the six months ended June 30, 2026 and 2025. As of June 30, 2026, unrecognized stock-based compensation expense related to RSUs totaled $3.4 million and is expected to be recognized over the next 2.6 years.