Form 4: Sierra Bancorp CEO Reports Share Dispositions and Forfeitures

Sentiment:

Insider Transaction Report 19 November 2025 5:12 PM

Sierra Bancorp's President and CEO, Kevin J. McPhaill, reported dispositions of common stock for tax withholding and the partial forfeiture of performance awards.

Worse than expected1,525 excess performance shares, which were initially granted for exceeding performance targets, were forfeited because the remaining performance criteria were not achieved. This indicates a shortfall against the maximum potential payout from the performance awards.

Summary

Kevin J. McPhaill, President/CEO of Sierra Bancorp, reported several dispositions of common stock.
On November 16, 2025, 1,122 shares of common stock were disposed of at $29.38 per share to satisfy tax withholding obligations in connection with the vesting of previously awarded restricted stock.
On November 18, 2025, 993 shares of common stock were disposed of at $28.59 per share for tax withholding related to the vesting of previously awarded restricted stock.
Also on November 18, 2025, 3,693 shares of common stock were disposed of at $28.59 per share. This transaction is related to performance awards issued on November 18, 2022, which included 5,864 target shares and 2,931 excess shares for exceeding performance targets.
Of the 2,931 total excess performance shares granted, 1,406 shares vested on November 18, 2025.
The remaining 1,525 excess performance shares were not earned and were forfeited on November 18, 2025, because the remaining performance criteria were not achieved.
Following these reported transactions, Kevin J. McPhaill's direct beneficial ownership of common stock was 57,486 shares. An additional 20,699 shares of common stock are also reported as directly beneficially owned.

Sentiment

Score: 4

Explanation: The filing reports routine insider share dispositions for tax withholding. However, the forfeiture of 1,525 excess performance shares due to unachieved criteria introduces a slight negative sentiment regarding the company's performance against its more ambitious targets.

Positives

1,406 excess performance shares vested, indicating that some performance targets were exceeded.

Negatives

1,525 excess performance shares were forfeited due to not achieving remaining performance criteria, indicating a shortfall against maximum potential performance.

Future Outlook

Industry Context

Stakeholder Impact

Shareholders: Minor dilution from shares used for tax withholding, which is a standard practice. The forfeiture of performance shares might slightly reduce future potential dilution from executive compensation if those shares would have been issued.
Management: Kevin J. McPhaill's beneficial ownership decreased due to tax obligations and partial forfeiture of performance awards.

Key Dates

Date	Description
2022-11-18	Performance awards issued, including 5,864 target shares and 2,931 excess shares.
2025-11-16	Disposition of 1,122 common shares for tax withholding at $29.38.
2025-11-18	Disposition of 993 common shares for tax withholding at $28.59.
2025-11-18	Disposition of 3,693 common shares at $28.59, including vesting of 1,406 excess performance shares and forfeiture of 1,525 excess performance shares.
2025-11-19	Signature date of the reporting person.

Recommendation

hold

This Form 4 filing details routine insider transactions, primarily for tax withholding on vested restricted stock and a mixed outcome on performance awards (partial vesting, partial forfeiture). It does not provide sufficient information to warrant a change in investment recommendation. The forfeiture of some excess performance shares is a minor negative, but not significant enough to alter the fundamental outlook for the stock based solely on this filing.

Keywords

Sierra Bancorp, BSRR, Kevin J. McPhaill, Form 4, insider transaction, beneficial ownership, common stock, restricted stock, performance awards, tax withholding, share forfeiture

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