Form 4: Stellar Bancorp Executive Forfeits Performance Shares

Sentiment:

Insider Transaction Report 3 October 2025 4:05 PM

Stellar Bancorp's Executive Chairman, Steven F. Retzloff, reported a forfeiture of performance shares and shares withheld for tax liability.

Worse than expectedThe forfeiture of 5,784 performance shares indicates that certain financial performance objectives were not met, which is a negative signal regarding the company's performance against its targets.The withholding of 982 shares for tax liability, while routine, reduces the executive's overall beneficial ownership.

Summary

Steven F. Retzloff, Executive Chairman of Stellar Bancorp, Inc. (STEL), filed a Form 4 detailing changes in his beneficial ownership.
On October 1, 2025, Retzloff forfeited 5,784 performance shares that were eligible to vest based on certain financial performance objectives.
On the same date, 982 shares of Common Stock were withheld to satisfy tax liability related to the vesting of previously reported restricted shares, at a price of $30 per share.
Following these transactions, Retzloff directly owns 126,203 shares of Common Stock.
He also indirectly holds 25,531 shares through Retzloff Industries, Inc., 378,240 shares through Retzloff Holdings, LTD., and 12,598 shares through SF Retzloff Family Limited Partnership, LTD.

Sentiment

Score: 4

Explanation: The forfeiture of performance shares suggests that specific financial performance objectives were not achieved, which is a negative indicator. While tax withholding is a standard event, the overall reduction in beneficial ownership due to the forfeiture contributes to a slightly negative sentiment.

Negatives

Forfeiture of 5,784 performance shares, indicating that certain financial performance objectives were not met.
Withholding of 982 shares to satisfy tax liability, which reduces the executive's direct beneficial ownership.

Future Outlook

The filing does not contain any forward-looking statements or guidance.

Industry Context

This filing reports an individual insider transaction and does not provide information directly related to broader industry trends or competitive landscape.

Related Party Transactions

Steven F. Retzloff holds indirect beneficial ownership through entities including Retzloff Industries, Inc., Retzloff Holdings, LTD., and SF Retzloff Family Limited Partnership, LTD.

Stakeholder Impact

Shareholders: The forfeiture of performance shares could be perceived as a minor negative signal regarding the company's performance against internal targets, potentially impacting investor confidence.

Key Dates

Date	Description
10/01/2025	Date of forfeiture of performance shares and withholding of shares for tax liability.
10/03/2025	Date the Form 4 was signed and filed.

Recommendation

hold

The forfeiture of performance shares suggests that specific financial performance objectives were not met, which could be a minor negative signal regarding the company's recent performance. While the tax withholding is routine, the overall reduction in beneficial ownership due to the forfeiture warrants a cautious 'hold' rather than a 'buy' or 'sell' based solely on this filing. Investors should monitor future performance and additional insider activity for a more comprehensive view.

Keywords

Stellar Bancorp, STEL, Form 4, Insider Transaction, Executive Compensation, Share Forfeiture, Tax Withholding, Steven F. Retzloff

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