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): May 28, 2025

PCB BANCORP

(Exact name of registrant as specified in its charter)

California

(State or other jurisdiction of

incorporation)

001-38621

(Commission

File Number)

20-8856755

(I.R.S. Employer

Identification No.)

3701 Wilshire Boulevard, Suite 900

Los Angeles, California

(Address of principal offices)

90010

(Zip Code)

Registrant’s telephone number, including area code: (213) 210-2000

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 Instruction 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, no par value	PCB	Nasdaq Global Select Market

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. ☐

Item 5.07 Submission of Matters to Vote of Security Holders

The annual meeting of shareholders of PCB Bancorp (the “Company”) was held on May 28, 2025. As of March 31, 2025, the voting record date for the meeting, there were 14,387,176 shares of the Company’s common stock outstanding. At the meeting, the shareholders voted on the following items:

1.election of directors;

2.advisory vote on executive compensation; and

3.ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

A total of 10,416,945 shares of the Company's common stock were presented and voted at the meeting, constituting 72.40% of the issued and outstanding shares of the Company's common stock entitled to vote at the meeting.

The results of the items voted on are as follows:

Proposal No.1 Election of directors of the Company


Nominee	Votes For	Votes Withheld	Broker Non-Vote
Kijun Ahn	8,834,424	213,512	1,369,009
Daniel Cho	9,037,486	10,450	1,369,009
Haeyoung Cho	8,988,063	59,873	1,369,009
Janice Chung	9,037,353	10,583	1,369,009
Henry Kim	8,987,157	60,779	1,369,009
Sang Young Lee	8,408,207	639,729	1,369,009
Hong Kyun “Daniel” Park	8,934,390	113,546	1,369,009
Don Rhee	8,835,822	212,114	1,369,009

Each of the nominees noted above was elected to serve as members of the board of directors of the Company until the Company’s next annual meeting of shareholders and until their successors are duly elected and qualified.

Proposal No.2 Advisory vote on executive compensation


Vote Type						Total Shares
Votes For						8,960,247
Votes Against						74,015
Votes Abstain						13,674
Broker Non-Vote						1,369,009

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.

Proposal No.3 Ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025


Vote Type						Total Shares
Votes For						10,342,737
Votes Against						73,394
Votes Abstain						814
Broker Non-Vote						—

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.

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 hereunto duly authorized.


		PCB Bancorp

Date:	May 28, 2025	/s/ Timothy Chang
		Timothy Chang
		Executive Vice President and Chief Financial Officer

PCB BANCORP 8-K