8-K: Five Star Bancorp Announces Smooth Transition of Independent Auditor Following Moss Adams Merger

Five Star Bancorp has announced a change in its independent registered public accounting firm from Moss Adams LLP to Baker Tilly US, LLP, effective June 3, 2025, following the merger of Moss Adams with Baker Tilly.

Summary

• Five Star Bancorp (the "Company") received notice on June 3, 2025, that its independent registered public accounting firm, Moss Adams LLP ("Moss Adams"), had consummated its merger with Baker Tilly US, LLP ("Baker Tilly").
• Effective June 3, 2025, the combined audit practices will operate as Baker Tilly US, LLP, and Moss Adams ceased to serve as the Company's independent registered public accounting firm.
• The Audit Committee of Five Star Bancorp's Board of Directors approved the appointment of Baker Tilly as the successor independent registered public accounting firm.
• Moss Adams' audit reports on the Company's consolidated financial statements for the years ended December 31, 2024, and 2023, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified.
• During the years ended December 31, 2024, and 2023, and the subsequent interim period through June 3, 2025, there were no disagreements with Moss Adams on accounting principles, financial statement disclosure, or auditing scope or procedure.
• No reportable events requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K occurred during the specified periods.
• Neither the Company nor anyone on its behalf consulted with Baker Tilly regarding accounting principles or audit opinions prior to their appointment.
• Moss Adams provided a letter to the SEC, dated June 3, 2025, confirming their agreement with the statements made by Five Star Bancorp in the Form 8-K regarding their firm.

Sentiment

Score: 7

Explanation: The document reports a routine change in the independent registered public accounting firm due to a merger, with no reported disagreements or issues with the previous auditor's reports. This indicates a smooth and non-contentious transition, which is a neutral to slightly positive event.

Positives

• The transition of the independent registered public accounting firm was a result of a merger, indicating a non-contentious change rather than a dismissal for cause.
• Moss Adams' audit reports for the years ended December 31, 2024, and 2023, were clean, containing no adverse opinions, disclaimers, or qualifications.
• There were no disagreements with Moss Adams on any matter of accounting principles, financial statement disclosure, or auditing scope during their tenure and the transition period.
• No reportable events requiring disclosure under Regulation S-K were identified, suggesting a smooth and compliant audit history.

Future Outlook

No forward-looking statements or guidance are provided in this document.

Management Comments

• Heather Luck, Executive Vice President and Chief Financial Officer, signed the report on behalf of Five Star Bancorp.

Industry Context

This announcement reflects a common occurrence in the financial industry where mergers and acquisitions among accounting firms lead to changes in auditor relationships for their clients. Such transitions, when executed smoothly and without underlying disagreements, are generally considered routine administrative events rather than indicators of financial distress or reporting issues.

Corporate Governance

Stakeholder Impact

• Shareholders: The smooth transition of the independent auditor, without any reported disagreements or issues with past audit reports, provides assurance regarding the reliability of the company's financial statements.
• Regulatory Authorities: The filing demonstrates compliance with SEC reporting requirements regarding changes in certifying accountants.

Key Dates

Keywords

SEC filing, Form 8-K, auditor change, accounting firm merger, independent registered public accounting firm, financial reporting, corporate governance, Moss Adams, Baker Tilly, Five Star Bancorp