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): ~~April~~May 2322, 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 23.0201. ~~Results~~Notice of ~~Operations~~Delisting ~~and~~or ~~Financial~~Failure ~~Condition~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~April~~May 2422, 2025, PCB Bancorp, a(the ~~California~~“Company”) ~~corporation~~received a notice (the “~~Company~~Notice”), ~~issued~~from athe ~~press~~Nasdaq ~~release~~Stock ~~concerning~~Market (“Nasdaq”) stating that because the Company had not yet filed its ~~unaudited~~Quarterly ~~results~~Report on Form 10-Q for the ~~first~~ quarter ofended March 31, 2025. A(the ~~copy~~“Form of10-Q”), the ~~press~~Company ~~release~~ is ~~attached~~no aslonger ~~Exhibit~~in 99compliance with Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to ~~this~~timely ~~Current~~file ~~Report~~all ~~and~~required isperiodic ~~incorporated~~financial ~~herein~~reports bywith ~~reference~~the Securities and Exchange Commission (the “SEC”).

The ~~information~~Notice inhas ~~this~~no ~~report~~immediate ~~set~~effect ~~forth~~on ~~under this Item 2.02 and in Exhibit 99.1 shall not be treated as “filed” for purposes of Section 18 of~~ the ~~Securities~~listing ~~Exchange~~or ~~Act~~trading of ~~1934, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to~~ the ~~Securities~~Company’s ~~Act~~common ofstock ~~1933,~~on asNasdaq ~~amended,~~and or the ~~Securities~~Company ~~Exchange~~currently ~~Act~~expects ofto ~~1934,~~regain ascompliance ~~amended, except as expressly stated by specific reference~~ in ~~such~~the ~~filing~~near future.

The Company was unable to timely complete and file the Form 10-Q because it requires additional time to determine the value of a Securities Purchase Option Agreement affording the Company the right, subject to certain conditions, to repurchase its Series C Preferred Stock issued to the U.S. Treasury under the Emergency Capital Investment Program.

The Notice states that the Company has 60 calendar days from May 22, 2025, to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules. The Company intends to submit a plan to regain compliance within the 60-day period. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up to 180 days from the prescribed due date for filing the Form 10-Q to regain compliance. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

The Company plans to file the Form 10-Q as promptly as practicable and prior to the 60-day deadline for submitting a compliance plan to Nasdaq.

Item 7.01 Regulation FD Disclosure.

~~Attached~~On asMay ~~Exhibit~~23, ~~99.2~~2025, ~~and~~the ~~incorporated~~Company ~~herein~~issued ~~by reference, is~~ a ~~copy~~press ofrelease anregarding ~~investor~~its ~~presentation~~receipt that may be utilized by management at future discussions with investors. The information in this report set forth under this Item 7.01 and in Exhibit 99.2 shall not be treated as “filed” for the purposes of ~~Section 18 of~~ the ~~Securities~~Notice. ~~Exchange~~A ~~Act~~copy of ~~1934, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to~~ the ~~Securities~~press ~~Act~~release ofis ~~1933,~~attached ashereto ~~amended, or the Securities Exchange Act of 1934,~~ as ~~amended,~~Exhibit ~~except expressly stated by specific reference in such filing~~99.1.

The information set forth in this Item 87.01 ~~Other~~and ~~Events~~Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Item 7.01 and Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report.

~~Common~~Cautionary ~~Stock~~Note ~~Dividend~~Regarding Forward-Looking Statements

OnThis ~~April~~Current 24Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act, ~~2025~~and Section 21E of the Exchange Act, about the Company ~~issued~~that ainvolve ~~press~~substantial ~~release~~risks ~~announcing~~and ~~that~~uncertainties. All statements other than statements of historical facts contained in this Current Report on ~~April~~Form 238-K are forward-looking statements. In some cases, ~~2025~~you can identify forward-looking statements because they contain words such as “anticipate,” ~~its~~“believe,” ~~Board~~“intend,” “may,” “plan,” “should,” “will,” or the negative of ~~Directors~~these ~~declared~~words or other similar terms or expressions. Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a ~~quarterly~~further ~~cash~~material ~~dividend~~delay in the Company’s financial reporting, including as a result of ~~$0.20~~unanticipated ~~per~~factors; ~~common~~the ~~share.~~possibility ~~The~~that ~~dividend~~the Company may identify errors or control deficiencies in its accounting practices; the possibility that the Company will be ~~paid~~unable onto regain compliance with, or ~~about~~thereafter ~~May~~continue 16to comply with, ~~2025~~Nasdaq’s Listing Rules; the possibility that Nasdaq may delist the Company’s securities; and other factors contained in the “Risk Factors” section and elsewhere in the Company’s filings with the SEC from time to time, including, but not limited to, ~~shareholders~~its ofAnnual ~~record~~Report on Form 10-K for the year ended December 31, 2024. The forward-looking statements in this Current Report on Form 8-K are based upon information available to the Company as of the ~~close~~date of ~~business~~this onreport, ~~May~~and 9while the Company believes such information forms a reasonable basis for such statements, ~~2025~~such information may be limited or incomplete, these statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. AExcept ~~copy~~as ofrequired by law, the ~~press~~Company ~~release~~does isnot ~~attached~~undertake asto ~~Exhibit~~update ~~99.3~~or revise any forward-looking statements to ~~this~~reflect ~~Current~~changes ~~Report~~in ~~and~~assumptions, isthe ~~incorporated~~occurrence ~~herein~~of unanticipated events, or otherwise, except as required by ~~reference~~law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release of PCB Bancorp, ~~issued~~dated ~~April~~May 2423, 2025~~, concerning the results of operations and financial condition for the first quarter of 2025~~

99.2 Investor presentation of PCB Bancorp concerning the unaudited results for the first quarter of 2025

99.3 Press release of PCB Bancorp, issued April 24, 2025, announcing the declaration of a quarterly cash dividend

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	~~April~~May 2423, 2025	/s/ Timothy Chang
		Timothy Chang
		Executive Vice President and Chief Financial Officer

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