Form 4: Stellar Bancorp Executive Chairman's Tax-Related Stock Sale

Stellar Bancorp's Executive Chairman, Steven F. Retzloff, reported a disposition of 1,181 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 on March 15, 2026.
• The transaction involved the disposition of 1,181 shares of common stock.
• These shares were withheld to satisfy tax liability related to the vesting of previously reported restricted shares.
• The price per share for the disposition was $35.51.
• Following this transaction, Mr. Retzloff directly beneficially owns 136,446 shares of common stock.
• He also indirectly beneficially owns 416,369 shares through various entities: Retzloff Industries, Inc. (25,531 shares), Retzloff Holdings, LTD. (378,240 shares), and SF Retzloff Family Limited Partnership, LTD. (12,598 shares).

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, representing a routine tax-related transaction rather than a discretionary sale or a reflection of company performance.

Positives

• The transaction represents a routine tax withholding event, not a discretionary sale, which is a common practice for executives receiving equity compensation.

Negatives

• The disposition of shares, while routine, slightly reduces the executive's direct beneficial ownership in the company.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding Stellar Bancorp's future outlook.

Industry Context

StockSavvy.ai notes that tax-related dispositions of shares are a common and expected occurrence for executives receiving equity compensation, such as restricted stock. These transactions typically do not signal a change in management's view of the company's prospects or underlying financial health, but rather reflect a standard compliance procedure.

Comparison to Industry Standards

• The practice of withholding shares to cover tax liabilities upon the vesting of restricted stock is a standard and widely adopted mechanism across publicly traded companies globally, including those in the financial services sector. This transaction aligns with typical executive compensation and tax compliance practices observed in comparable companies.

Related Party Transactions

• Steven F. Retzloff indirectly beneficially owns 25,531 shares through Retzloff Industries, Inc.
• Steven F. Retzloff indirectly beneficially owns 378,240 shares through Retzloff Holdings, LTD.
• Steven F. Retzloff indirectly beneficially owns 12,598 shares through SF Retzloff Family Limited Partnership, LTD.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, non-discretionary transaction for tax purposes and does not reflect a change in the executive's long-term commitment or the company's fundamentals.

Key Dates

Recommendation

This Form 4 reports a routine, non-discretionary disposition of shares by an executive to cover tax obligations related to restricted stock vesting. It does not provide new information regarding the company's operational performance, strategic direction, or the executive's confidence in the company, thus warranting no change to an existing investment position.

Keywords

Stellar Bancorp, STEL, Steven F. Retzloff, Form 4, insider transaction, beneficial ownership, restricted stock, tax withholding, executive chairman