Form 4: Stellar Bancorp Executive Chairman's Future Tax Withholding

Stellar Bancorp's Executive Chairman, Steven F. Retzloff, reported a future disposition of 1,323 common shares to cover tax liabilities from restricted stock vesting.

Summary

• Steven F. Retzloff, Executive Chairman and Director of Stellar Bancorp, Inc. (STEL), reported a transaction involving the company's common stock.
• The transaction, dated December 31, 2025, involved the disposition of 1,323 shares of common stock.
• These shares were withheld to satisfy tax liability associated with the vesting of previously reported restricted shares of common stock.
• The disposition occurred at a price of $30.94 per share.
• Following this transaction, Mr. Retzloff will directly own 124,880 shares of common stock.
• Indirect beneficial ownership includes 12,598 shares via SF Retzloff Family Limited Partnership, LTD., 378,240 shares via Retzloff Holdings, LTD., and 25,531 shares via Retzloff Industries, Inc.

Sentiment

Score: 5

Explanation: The filing reports a routine, expected transaction (tax withholding for restricted stock vesting) by an insider, which is neutral in sentiment. It does not indicate any positive or negative operational or financial developments for the company.

Future Outlook

This filing reports a future transaction scheduled for December 31, 2025, indicating a planned disposition of shares to cover tax obligations related to restricted stock vesting.

Industry Context

Tax withholding for restricted stock vesting is a standard practice for executives in publicly traded companies, particularly within the financial services sector, and does not typically reflect a change in strategic direction or operational performance.

Comparison to Industry Standards

• The disposition of shares to cover tax liabilities upon restricted stock vesting is a common and expected event for executives across all industries, including banking and financial services.
• The reported transaction size of 1,323 shares is relatively small compared to the total beneficial ownership of Steven F. Retzloff, which is typical for tax-related dispositions rather than significant investment decisions.

Stakeholder Impact

• Shareholders: The disposition of a small number of shares for tax purposes by an executive is a routine event and is unlikely to have a material impact on the company's stock price or shareholder value.

Key Dates

Keywords

Stellar Bancorp, STEL, Steven F. Retzloff, Form 4, Insider Transaction, Tax Withholding, Restricted Stock, Executive Chairman, Common Stock