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Five Star Bancorp Announces Pricing of Common Stock Offering

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Five Star Bancorp (Nasdaq: FSBC) priced a previously announced underwritten public offering of 2,725,000 common shares at $44.00 per share. Expected proceeds to the company are approximately $113.6 million after underwriting discounts and commissions, but before offering expenses.

Five Star granted underwriters a 30-day option to purchase up to an additional 408,750 shares at the offering price, less discounts and commissions. According to Five Star, net proceeds will be used for general corporate purposes, to support growth including investments in Five Star Bank, and for working capital. Closing is expected on or about July 24, 2026, subject to customary conditions.

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Positive

  • $113.6 million expected net proceeds before expenses to strengthen capital
  • Potential additional capital from underwriters’ 30-day option for 408,750 shares
  • Equity raise supports general corporate purposes and continued growth investments
  • Transaction backed by effective Form S-3 shelf registration with the SEC

Negative

  • Offering of 2,725,000 new shares plus up to 408,750 option shares dilutes existing holders
  • Use of proceeds not tied to specific, quantified projects or returns
  • Transaction involves underwriting discounts, commissions, and additional offering expenses

News Explained

The priced issuance would dilute existing ownership and raise about $113.6 million, while the additional 408,750-share option remains uncommitted.

Five Star Bancorp has priced an underwritten issuance of 2,725,000 common shares, with closing expected on or about July 24, 2026, subject to customary conditions.

The company expects approximately $113.6 million after underwriting discounts and commissions but before offering expenses; because new shares increase the share count, existing holders' percentage ownership would decrease if the issuance closes.

The separate 408,750-share, 30-day underwriter option is an additional purchase right rather than part of the base offering, so its shares and proceeds are not presently committed.

The Form S-3 provides registration capacity for future securities sales but does not itself sell shares; this release supplies the price and base size for the specific offering.

News Market Reaction – FSBC

-2.11% 8.6x vol
5 alerts
-2.11% Session close to close
-5.3% Trough in 16 hr 34 min
$1.05B Market Cap
8.6x Rel. Volume

In the Jul 23 session, FSBC declined 2.11%, reflecting a moderate negative market reaction. Argus tracked a trough of -5.3% from its starting point during tracking. Our momentum scanner triggered 5 alerts that day, indicating moderate trading interest and price volatility. Trading volume was exceptionally heavy at 8.6x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The July 17 dividend announcement was followed by a 0.47% 24-hour move. Against this financing, the ...
Analysis

The July 17 dividend announcement was followed by a 0.47% 24-hour move. Against this financing, the platform record also shows an active S-3 shelf and recent insider Net Selling; the July 24 closing remains the stated milestone.

Key Figures

Shares offered: 2,725,000 shares Offering price: $44.00 per share Expected proceeds: $113.6 million +4 more
7 metrics
Shares offered 2,725,000 shares Common stock offering
Offering price $44.00 per share Public offering
Expected proceeds $113.6 million After underwriting discounts and commissions, before offering expenses
Underwriter option 408,750 shares Additional common shares purchasable by underwriters
Option period 30 days Underwriter purchase option
Expected closing July 24, 2026 Subject to customary closing conditions
S-3 effectiveness February 9, 2026 Registration statement declared effective by the SEC

Historical Context

5 past events · Latest: Jul 17 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Jul 17 Cash dividend Positive +0.5% Declared a $0.25 quarterly dividend payable to shareholders in August.
Jul 15 Leadership hires Positive +2.7% Added four banking professionals to support San Francisco Bay Area expansion.
Jul 9 Earnings scheduling Neutral -0.9% Scheduled second-quarter results release and investor webcast for July 22 and 23.
Jun 23 Branch expansion Positive +1.0% Announced a full-service Lodi branch opening scheduled for July 13.
Jun 16 Workplace recognition Positive +0.8% Received a number-one workplace ranking among companies with 25–49 employees.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

The four positive historical updates were followed by positive moves, while the neutral earnings-date notice was followed by a negative move.

Key Terms

underwritten public offering, bookrunner, form s-3, prospectus supplement
4 terms
underwritten public offering financial
"announced today the pricing of the previously announced underwritten public offering"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
bookrunner financial
"is acting as the bookrunner for the offering"
A bookrunner is the lead bank or financial firm that organizes and manages a new securities offering, acting like a project manager who sets the price range, collects investor demand, and decides how shares are allocated. For investors, the bookrunner’s choices and reputation influence the final price, how many shares each buyer receives, and the overall chance the deal succeeds — similar to how a trusted referee shapes a fair and well-run auction.
form s-3 regulatory
"being made pursuant to a registration statement on Form S-3"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
prospectus supplement regulatory
"A preliminary prospectus supplement to which this communication relates"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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RANCHO CORDOVA, Calif., July 22, 2026 (GLOBE NEWSWIRE) -- Five Star Bancorp (Nasdaq: FSBC) (“Five Star” or the “Company”), a holding company that operates through its wholly owned banking subsidiary, Five Star Bank (the “Bank”), announced today the pricing of the previously announced underwritten public offering of 2,725,000 shares of its common stock at a public offering price of $44.00 per share. The expected proceeds to the Company, after deducting underwriting discounts and commissions but before deducting offering expenses payable by the Company, are approximately $113.6 million. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 408,750 shares of Company common stock at the public offering price, less underwriting discounts and commissions.

Keefe, Bruyette & Woods, A Stifel Company is acting as the bookrunner for the offering. Stephens Inc., D.A. Davidson & Co., Raymond James & Associates, Inc., and Brean Capital are acting as co-managers.

The Company intends to use the net proceeds of this offering for general corporate purposes and to support its continued growth, including through investments in the Bank to pursue growth opportunities, and for working capital.

The Company expects to close the offering, subject to customary conditions, on or about July 24, 2026.

Additional Information Regarding the Offering

The offering of common stock is being made pursuant to a registration statement on Form S-3 (File No. 333-263089) that was declared effective by the Securities and Exchange Commission (“SEC”) on February 9, 2026. A preliminary prospectus supplement to which this communication relates has been filed with the SEC. A final prospectus supplement and accompanying prospectus will be filed with the SEC. Prospective investors should read the final prospectus supplement and the accompanying prospectus and other documents the Company has filed with the SEC for more complete information about the Company and the offering. Copies of these documents are available at no charge by visiting the SEC’s website at www.sec.gov. When available, copies of the final prospectus supplement and the accompanying prospectus related to the offering may be obtained by contacting: Keefe, Bruyette & Woods, A Stifel Company by telephone at (800) 966-1559 or by e-mail at USCapitalMarkets@kbw.com.

No Offer or Solicitation

This press release does not constitute an offer to sell, a solicitation of an offer to sell, or the solicitation of an offer to buy any securities. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Five Star Bancorp

Five Star is a bank holding company headquartered in Rancho Cordova, California. Five Star operates through its wholly owned banking subsidiary, Five Star Bank. The Bank has ten branches in California, following the opening of a branch in Lodi in July 2026.

Special Note Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections, and statements of the Company’s beliefs concerning future events, business plans, objectives, expected operating results, and the assumptions upon which those statements are based. Forward-looking statements include, without limitation, statements regarding the expected use of proceeds of the offering, the Company’s expectation of the completion and timing of the closing of the offering and the anticipated proceeds from the offering, as well as any other statement that may predict, forecast, indicate, or imply future results, performance, or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “aim,” “intend,” “plan,” or words or phrases of similar meaning. The Company cautions that the forward-looking statements are based largely on the Company’s expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond the Company’s control. Such forward-looking statements are based on various assumptions (some of which may be beyond the Company’s control) and are subject to risks and uncertainties, which change over time, and other factors, which could cause actual results to differ materially from those currently anticipated. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the Company. If one or more of the factors affecting the Company’s forward-looking information and statements proves incorrect, then the Company’s actual results, performance, or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this press release. Therefore, the Company cautions you not to place undue reliance on the Company’s forward-looking information and statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the three months ended March 31, 2026, in each case under the section entitled “Risk Factors,” and other documents filed by the Company with the SEC from time to time.

The Company disclaims any duty to revise or update the forward-looking statements, whether written or oral, to reflect actual results or changes in the factors affecting the forward-looking statements, except as specifically required by law.

Investor Contact:
Heather C. Luck, Chief Financial Officer
Five Star Bancorp
(916) 626-5008
hluck@fivestarbank.com

Media Contact:
Shelley R. Wetton, Chief Marketing Officer
Five Star Bancorp
(916) 284-7827
swetton@fivestarbank.com


FAQ

What are the key terms of Five Star Bancorp (FSBC) July 2026 stock offering?

Five Star Bancorp priced 2,725,000 common shares at $44.00 per share. According to Five Star, expected proceeds are about $113.6 million after underwriting discounts and commissions, excluding expenses, with a 30-day option for 408,750 additional shares.

How much capital will Five Star Bancorp (FSBC) raise from its July 2026 offering?

Five Star Bancorp expects approximately $113.6 million in proceeds after underwriting discounts and commissions. According to Five Star, this figure excludes offering expenses and could increase if underwriters exercise their 30-day option for up to 408,750 additional shares.

What is the offering price of Five Star Bancorp (FSBC) common stock in July 2026?

The common stock offering is priced at $44.00 per share. According to Five Star, this price applies to 2,725,000 shares and any option shares, with underwriters receiving discounts and commissions deducted from the proceeds received by the company.

When is the Five Star Bancorp (FSBC) common stock offering expected to close?

The offering is expected to close on or about July 24, 2026. According to Five Star, completion of the transaction remains subject to customary closing conditions typically associated with underwritten public equity offerings.

How will Five Star Bancorp (FSBC) use the proceeds from its 2026 stock offering?

Five Star plans to use net proceeds for general corporate purposes and to support continued growth. According to Five Star, this includes potential investments in Five Star Bank to pursue growth opportunities and to provide additional working capital.

Who is underwriting the July 2026 Five Star Bancorp (FSBC) stock offering?

Keefe, Bruyette & Woods, A Stifel Company, is the bookrunner for the offering. According to Five Star, Stephens, D.A. Davidson, Raymond James & Associates, and Brean Capital act as co-managers, participating in underwriting and distribution of the common shares.

How can investors access the prospectus for the Five Star Bancorp (FSBC) offering?

Investors can obtain the prospectus through the SEC’s website at www.sec.gov. According to Five Star, final prospectus supplements will also be available from Keefe, Bruyette & Woods via telephone at (800) 966-1559 or email at USCapitalMarkets@kbw.com.