Form 4: Five Star Bancorp Executive Sells Shares

Five Star Bancorp's EVP & Chief Banking Officer, Michael Anthony Rizzo, reported the sale of 641 shares of common stock at $37.28 per share.

Summary

• Michael Anthony Rizzo, EVP & Chief Banking Officer of Five Star Bancorp (FSBC), reported a transaction involving the company's common stock.
• On December 12, 2025, 641 shares of common stock were disposed of at a price of $37.28 per share.
• These 641 shares were directly owned by Mr. Rizzo's child, who resides in his household, making them indirectly beneficially owned by Mr. Rizzo.
• Following this transaction, Mr. Rizzo's direct beneficial ownership of these specific shares is 0.
• Mr. Rizzo continues to indirectly beneficially own 33,369 shares of common stock through The Rizzo Family Trust, for which he serves as trustee.
• The 33,369 shares include 7,000 shares from the 2021 Equity Incentive Plan (5,600 vested, 1,400 vesting over five years), 6,000 shares from the same plan (1,200 vested, 4,800 vesting over five years), and 3,629 shares from the same plan vesting over five years starting in 2026, all contingent on continued employment.

Sentiment

Score: 5

Explanation: A neutral score as this is a routine insider sale, likely pre-scheduled under a 10b5-1 plan, and the executive retains significant holdings. It is not indicative of strong positive or negative sentiment towards the company's immediate prospects.

Positives

• Mr. Rizzo retains significant indirect beneficial ownership of 33,369 shares, demonstrating continued alignment with shareholder interests.
• A substantial portion of Mr. Rizzo's remaining shares are tied to the Five Star Bancorp 2021 Equity Incentive Plan, with vesting contingent on continued employment, aligning management incentives with long-term company performance.

Negatives

• An executive officer, Michael Anthony Rizzo, disposed of 641 shares of common stock.

Risks

• The vesting of a significant portion of Mr. Rizzo's equity incentive plan shares is contingent on his continued employment, posing a risk if his employment status changes.

Future Outlook

The filing details future vesting schedules for equity awards, contingent on continued employment. Specifically, 1,400 shares are scheduled to vest in equal installments over the remainder of a five-year period, 4,800 shares are scheduled to vest in equal installments over the remainder of a five-year period, and 3,629 shares are scheduled to vest in equal installments over a five-year period beginning in 2026.

Management Comments

• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Industry Context

This Form 4 filing is a standard disclosure of an insider transaction, providing transparency on executive stock movements. Such filings are routinely monitored by investors for insights into management's sentiment and financial planning, though this specific transaction is likely part of a pre-scheduled plan.

Comparison to Industry Standards

• As an insider transaction report, this filing does not contain financial or operational results directly comparable to global industry benchmarks or specific competitor performance.
• The transaction is a standard disclosure for executive stock sales, often executed under Rule 10b5-1 plans, which are common practice across publicly traded companies to manage insider trading compliance.

Related Party Transactions

• Sale of 641 shares directly owned by Mr. Rizzo's child, who resides in his household, making them indirectly beneficially owned by Mr. Rizzo.
• Indirect beneficial ownership of 33,369 shares held by The Rizzo Family Trust, for which Mr. Rizzo serves as trustee.

Stakeholder Impact

• Shareholders: Provides transparency on executive stock transactions, which can influence investor sentiment. The sale is relatively small compared to total holdings and likely pre-scheduled.
• Employees: The vesting schedule tied to continued employment for a significant portion of the executive's equity aligns his interests with long-term company stability.

Next Steps

• Continued vesting of 1,400 shares from the 2021 Equity Incentive Plan in equal installments over the remainder of a five-year period, contingent on employment.
• Continued vesting of 4,800 shares from the 2021 Equity Incentive Plan in equal installments over the remainder of a five-year period, contingent on employment.
• Vesting of 3,629 shares from the 2021 Equity Incentive Plan in equal installments over a five-year period beginning in 2026, contingent on employment.

Key Dates

Recommendation

The filing reports a routine insider sale of a relatively small number of shares by an executive, likely under a pre-arranged 10b5-1 plan. The executive retains a substantial indirect beneficial ownership, much of which is tied to future vesting, indicating continued alignment with the company's long-term performance. This transaction alone does not suggest a significant change in the company's fundamentals or outlook, warranting a 'hold' recommendation.

Keywords

Five Star Bancorp, FSBC, Michael Anthony Rizzo, Insider Trading, Form 4, Stock Sale, Executive Compensation, Equity Incentive Plan, Beneficial Ownership