PCB BANCORP 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures The Company maintains disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) designed at a reasonable assurance level to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in its reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, in connection with the filing of this Annual Report on Form 10-K, the Company conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, the Company’s disclosure controls and procedures were effective. Remediation of Previously Identified Material Weakness As reported in Amendment No. 1 to the Company’s Quarterly Report for the quarterly period ended March 31, 2025, which was filed on July 24, 2025, management identified a material weakness related to the Company’s internal control over financial reporting. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements would not be prevented or detected on a timely basis. Management identified the following material weakness in the Company’s internal control over financial reporting: The Company has not designed and maintained all applicable internal controls to ensure that unusual or infrequent derivative contracts are evaluated for proper accounting treatment and disclosure. After identifying this material weakness, during the quarterly period ended September 30, 2025, management developed and implemented a remediation plan to address the material weakness, which includes, among other things, having its Controller’s office search and review all contracts with potential accounting implications, having its disclosure committee discuss and review all new unusual or infrequent derivative or financial contracts each quarter, and engaging a third party to assist in the evaluation of accounting matters with respect to such transactions that could have a potential impact on the Company’s financial statements. After testing for effectiveness during the quarterly periods ended September 30, 2025 and December 31, 2025, the Company successfully tested its enhanced internal policies and controls regarding the evaluation of unusual or infrequent derivative contracts implemented under the remediation plan during the quarterly period ended December 31, 2025. As a result, management concluded that it had remediated the material weakness as of December 31, 2025. Management’s Report on Internal Control Over Financial Reporting The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that: • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that the Company’s receipts and expenditures are being made only in accordance with the authorization of its management and directors; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. 123 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. Management based this assessment on criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of the Company’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Management reviewed the results of its assessment with the Audit Committee of our Board of Directors. Based on this assessment, management determined that, as of December 31, 2025, the Company maintained effective internal control over financial reporting. Crowe LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements included in this Annual Report on Form 10-K, issued an audit report on effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. The audit report is presented in Item 8 of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting Except for the changes in connection with the Company’s remediation of the material weakness described above, there have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) during the three months ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. 124 Item 9B. Other Information During the three months ended December 31, 2025, no officer or director of the Company adopted or terminated any contract, instruction, or written plan for the purchase or sale of securities of the Company’s common stock that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement as defined in 17 CFR § 229.408(c). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. Part III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item is incorporated by reference from the Company’s definitive Proxy Statement for its 2026 Annual Meeting of Shareholders (the “2026 Proxy Statement”), which will be filed with the SEC not later than April 30, 2026. The Company adopted a written Code of Ethics and Business Conduct based upon the standards set forth under Item 406 of Regulation S-K of the Securities Exchange Act. The Code of Ethics and Business Conduct applies to all of the Company’s directors, officers and employees. The full text of the Code is available on the Company’s website at www.mypcbbank.com, by clicking “About Us,” then “Investor Relations,” then “Corporate Governance” and then “Governance Documents.” During the year ended December 31, 2025, there were no changes in the procedures by which security holders may recommend nominees to the Company’s board of directors. Item 11. Executive Compensation The information required by this Item is incorporated by reference from the Company’s 2026 Proxy Statement which will be filed with the SEC not later than April 30, 2026. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is incorporated by reference from the Company’s 2026 Proxy Statement which will be filed with the SEC not later than April 30, 2026. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item is incorporated by reference from the Company’s 2026 Proxy Statement which will be filed with the SEC not later than April 30, 2026. Item 14. Principal Accounting Fees and Services The information required by this Item is incorporated by reference from the Company’s 2026 Proxy Statement which will be filed with the SEC not later than April 30, 2026. 125 Part IV Item 15. Exhibits, Financial Statement Schedules (a)(1) Financial Statements: See Part II - Item 8. Financial Statements and Supplementary Data (a)(2) Financial Statement Schedule: All financial statements schedules have been omitted as the information is not required under the related instructions or is not applicable. (a)(3) Exhibits Exhibit Number Description Form File No. Exhibit Filing Date 3.1 Articles of Incorporation of PCB Bancorp, as amended 10-Q 001-38621 3.1 August 8, 2019 3.2 Bylaws of PCB Bancorp 8-K 001-38621 3.1 May 23, 2024 3.3 Certificate of Determination for Senior Non-Cumulative Perpetual Preferred Stock, Series C 8-K 001-38621 3.1 May 24, 2022 4.1 Specimen common stock certificate of PCB Bancorp 10-Q 001-38621 4.1 August 8, 2019 4.2 Description of Capital Stock 10-Q 001-38621 4.2 August 4, 2022 4.3 Form of Certificate for Senior Non-Cumulative Perpetual Preferred Stock, Series C 8-K 001-38621 4.1 May 24, 2022 10.1 Employment Agreement, dated January 1, 2018, between Pacific City Financial Corporation and Henry Kim S-1 333-226208 10.1 July 17, 2018 10.1A First Amendment to Employment Agreement, dated August 26, 2021, among PCB Bancorp, Pacific City Bank and Henry Kim 10-Q 001-38621 10.1A November 8, 2021 10.1B Second Amendment to Employment Agreement, dated December 28, 2021, among PCB Bancorp, Pacific City Bank and Henry Kim 10-K 001-38621 10.1B March 4, 2022 10.1C Third Amendment to Employee Agreement, dated December 28, 2023, among PCB Bancorp, PCB Bank and Henry Kim 10-Q 001-38621 10.1C June 9, 2025 10.2 2023 Equity Based Compensation Plan S-8 333-272874 4.1 June 23, 2023 10.3 Form of Stock Option Award Agreement under 2023 Equity Based Compensation Plan 8-K 001-38621 10.1 July 27, 2023 10.4 Form of Restricted Stock Award Agreement under 2023 Equity Based Compensation Plan 8-K 001-38621 10.2 July 27, 2023 10.5 2013 Equity Based Compensation Plan, as amended S-1 333-226208 10.2 July 17, 2018 10.6 Form of Stock Option Award Agreement under 2013 Equity Based Compensation Plan S-1 333-226208 10.3 July 17, 2018 10.7 Form of Restricted Stock Award Agreement under 2013 Equity Based Compensation Plan S-1 333-226208 10.4 July 17, 2018 10.8 Letter Agreement, dated May 24, 2022, between PCB Bancorp and the U.S. Department of Treasury, with respect to the issuance of Senior Non-Cumulative Perpetual Preferred Stock, Series C 8-K 001-38621 10.1 May 24, 2022 10.9 ECIP Securities Purchase Option Agreement between PCB Bancorp and the U.S. Department of the Treasury dated January 16, 2025 10-K 001-38621 10.9 March 13, 2025 19 Insider Trading Policy 10-K 001-38621 19 March 13, 2025 21.1 Subsidiaries of the Registrant 10-K 001-38621 21.1 March 9, 2023 23.1 Consent of Crowe LLP * 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** 97 PCB Bancorp Compensation Clawback Policy dated March 11, 2024 10-K 001-38621 97 March 12, 2024 101.INS XBRL Instance Document* 101.SCH XBRL Taxonomy Extension Schema Document* 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document* 101.DEF XBRL Taxonomy Extension Definition Linkbase Document* 101.LAB XBRL Taxonomy Extension Label Linkbase Document* 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document* 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith ** Furnished herewith 126 Item 16. Form 10-K Summary None. 127 Signatures Pursuant to the requirements of Section 13 or 15(d) 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. PCB Bancorp Date: March 13, 2026 /s/ Henry Kim Henry Kim President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. Signature/Name Title Date By: /s/ Henry Kim Director, President and Chief Executive Officer March 13, 2026 Henry Kim (Principal Executive Officer) By: /s/ Timothy Chang Senior Executive Vice President and Chief Financial Officer March 13, 2026 Timothy Chang (Principal Financial and Accounting Officer) By: /s/ Sang Young Lee Chairman of the Board of Directors March 13, 2026 Sang Young Lee By: /s/ Kijun Ahn Director March 13, 2026 Kijun Ahn By: /s/ Daniel Cho Director March 13, 2026 Daniel Cho By: /s/ Haeyoung Cho Director March 13, 2026 Haeyoung Cho By: /s/ Janice Chung Director March 13, 2026 Janice Chung By: /s/ Hong Kyun “Daniel” Park Director March 13, 2026 Hong Kyun “Daniel” Park By: /s/ Don Rhee Director March 13, 2026 Don Rhee 128