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HANMI FINANCIAL CORP

For the period ended Sep 30, 2025. Filed Nov 7, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 7, 2025

HAFC$32.680.0%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 5. Other Information

Securities Trading Plans of Directors and Executive Officers

During the three months ended September 30, 2025, none of our directors or executive officers adopted orterminated any contract, instruction or written plan for the purchase or sale of Hanmi securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Change in Control Agreements

On November 6, 2025, the Company and the Bank entered into a change in control agreement with each of Anthony Kim, Senior Executive Vice President and Chief Banking Officer of the Company and the Bank, Matthew Fuhr, Executive Vice President and Chief Credit Officer of the Company and the Bank, and Michael Du, Executive Vice President and Chief Risk Officer of the Company and the Bank (the “Executives”) (collectively, the “CIC Agreements”). The initial term of the CIC Agreements is for 24 months. Commencing on January 1, 2026, and each subsequent January 1 st, the term of the CIC Agreements will renew for 24 months so that the remaining term will be 24 months from such January 1 st renewal date, unless either party provides notice of non-renewal of the term at least 60 days before such January 1 strenewal date.

If, during the term of the CIC Agreements and within two years following a change in control, an Executive’s employment is terminated by the Company or the Bank for a reason other than cause, disability, or death or by the Executive for good reason (collectively, a “Qualifying Termination”), then the Company or the Bank will pay the Executive in a lump sum in cash within ten days after the date of termination the sum of the following amounts: (a) the Executive’s earned but unpaid base salary through the date of termination; (b) the Executive’s annual cash incentive to be paid at: (i) target for the fiscal year in which the date of termination occurs (or for the prior fiscal year if the incentive opportunity has not yet been determined), pro-rated through the date of termination or, (ii) if greater, the Executive’s annual incentive at target in effect immediately before the change in control, pro-rated through the date of termination; (c) all other benefits due to the Executive under the Bank’s and the Company’s compensation and benefits plans; (d) a cash severance payment equal to two times the sum of (i) the Executive’s base salary (or if greater, the Executive’s base salary prior to the change in control), and (ii) the greater of the Executive’s (a) average annual cash incentive earned in the prior three consecutive calendar years, or (b) the annual cash incentive that would be paid or payable to the Executive at target for the fiscal year in which the date of termination occurs (or for the prior fiscal year if the incentive opportunity has not yet been determined), as if the Executive and the Bank were to satisfy all performance-related conditions. Further, if the Executive timely elects to continue health insurance coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Bank will pay directly or, at its election, reimburse the Executive for the cost of such COBRA premiums for a period of up to 18 months.

In addition, the Executive’s time-based equity awards will fully vest as of the date of such change in control and the Executive’s performance-based equity awards will be treated in accordance with the terms of the plan document and applicable award agreement governing such performance-based equity award. The CIC Agreements include a “best net benefit” provision, that provides that if an excise tax under Sections 280G and 4999 of the Internal Revenue Code would be assessed on the payments or other benefits received under the CIC Agreement in connection with a change in control, the Executive will either (1) receive all the payments and benefits to which the Executive is entitled under the agreement, subject to the excise tax; or (2) have such payments and benefits reduced by the minimum amount necessary so that excise tax will not apply, if such reduction would result in a greater net after-tax benefit to the Executive.

The foregoing description of the Change in Control Agreements do not purport to be complete and it is qualified in its entirety by reference to copies of the Change in Control Agreements that are included as Exhibits 10.1, 10.2 and 10.3 to this Quarterly Report on Form 10-Q and incorporated by reference into this Item 5.

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