BSRR Form 4: Kevin McPhaill Withholds Shares to Cover Taxes

Rhea-AI Filing Summary

Kevin J. McPhaill, President/CEO of Sierra Bancorp (BSRR), reported a transaction on Form 4 showing the withholding of 3,385 shares of common stock to satisfy tax withholding from the vesting of previously awarded restricted stock. The withheld shares were disposed of at a price of $29.26 per share. After the transaction, Mr. McPhaill beneficially owned 63,294 shares of Sierra Bancorp common stock. An additional line in the filing reports 20,699 shares as beneficially owned or disposed, but the filing does not provide further detail about that line.

Positive

• Insider retains meaningful ownership with 63,294 shares reported beneficially owned after the transaction

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding sale on restricted stock vesting; no indication of discretionary cash sale or change in control.

The Form 4 discloses a common practice where shares underlying vested restricted stock are withheld to satisfy tax obligations. The transaction code and the filing text explicitly state withholding for tax purposes, which typically reflects routine compensation mechanics rather than an insider signaling intent to liquidate holdings. The remaining beneficial ownership of 63,294 shares indicates continued alignment with shareholders. The filing includes a second line showing 20,699 shares but lacks explanation, so its nature is unclear from the document.

Securities Analyst

TL;DR: Insider sold 3,385 shares via withholding at $29.26; impact on float and insider stake appears immaterial.

The reported disposal of 3,385 shares at $29.26 is identified as withholding to cover taxes on vested restricted stock, which is non-dispositive compared with opportunistic open-market sales. Given the post-transaction beneficial ownership of 63,294 shares, the transaction represents a modest reduction in the CEO's stake and is unlikely to be material to valuation or float. The filing also lists 20,699 shares without accompanying transactional details; that omission prevents a complete interpretation of total insider exposure from this filing alone.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McPhaill Kevin J

(Last) (First) (Middle)

86 N. MAIN STREET

(Street)

PORTERVILLE CA 93257

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SIERRA BANCORP [ BSRR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President/CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/20/2025		F		3,385(1)	D	$29.26	63,294	D
Common Stock								20,699	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of previously awarded shares of restricted stock.

	/s/ Kevin J. McPhaill	08/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Kevin J. McPhaill report on the Form 4 for BSRR?

He reported the withholding and disposal of 3,385 shares of common stock to satisfy tax withholding from the vesting of restricted stock, at a price of $29.26 per share.

Why were the 3,385 shares disposed according to the filing?

The filing states the shares were withheld to satisfy tax withholding obligations in connection with the vesting of previously awarded restricted stock.

How many Sierra Bancorp shares does the reporting person own after the transaction?

The Form 4 shows 63,294 shares beneficially owned following the reported transaction.

Is there any other share figure reported on the Form 4?

Yes, the filing also lists 20,699 shares in the table, but the form does not provide further details explaining that line.

Does this Form 4 indicate open-market selling by the CEO?

No. The filing explicitly describes the disposal as withholding to satisfy tax obligations from vested restricted stock, not an open-market sale.