Form 4: Stellar Bancorp CEO Forfeits Performance Shares

Sentiment:

Insider Transaction Report 3 October 2025 4:03 PM

Stellar Bancorp CEO Robert R. Franklin Jr. reported the forfeiture of 10,961 performance shares and the disposal of 1,740 shares for tax obligations.

Worse than expected10,961 performance shares were forfeited because the company did not meet specific financial performance objectives, indicating a shortfall against internal targets.

Summary

Robert R. Franklin Jr., Stellar Bancorp, Inc.'s Director and Chief Executive Officer, reported changes in his beneficial ownership of common stock.
10,961 performance shares were forfeited because they did not meet certain financial performance objectives.
An additional 1,740 shares were disposed of to satisfy tax liabilities related to the vesting of previously reported restricted shares.
The shares disposed for tax purposes were valued at $30 per share.
Following these transactions, Robert R. Franklin Jr. directly owns 398,902 shares of Stellar Bancorp, Inc. common stock.

Sentiment

Score: 4

Explanation: The forfeiture of performance shares due to unmet financial objectives suggests a slight negative sentiment regarding the company's operational performance against its internal targets.

Negatives

Forfeiture of 10,961 performance shares indicates that certain financial performance objectives were not met.
Disposal of 1,740 shares to satisfy tax liabilities reduces the CEO's direct beneficial ownership.

Risks

The forfeiture of performance shares due to the failure to meet specific financial performance objectives highlights a risk related to the company's ability to achieve its internal targets.

Future Outlook

Industry Context

Stakeholder Impact

Shareholders: May view the forfeiture of performance shares as a signal of underperformance against internal targets, potentially impacting investor confidence.
Management: The CEO's compensation is directly affected by the forfeiture, aligning executive incentives with company performance.

Key Dates

Date	Description
10/01/2025	Transaction date for forfeiture of performance shares and disposal of shares for tax liability.
10/03/2025	Signature date of the reporting person's attorney-in-fact.

Recommendation

hold

The filing details a CEO's forfeiture of performance shares due to unmet financial objectives, which is a negative signal regarding internal performance. However, this single Form 4 filing provides limited information for a comprehensive investment decision. The tax-related disposal is a routine event. Investors should hold and await further financial disclosures for a more complete picture of the company's health and outlook.

Keywords

Stellar Bancorp, STEL, Form 4, Insider Transaction, Beneficial Ownership, CEO, Stock Forfeiture, Performance Shares, Tax Withholding

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