BSRR CEO McPhaill details restricted and performance share updates

Rhea-AI Filing Summary

Sierra Bancorp President and CEO Kevin J. McPhaill reported routine equity award activity involving the company’s common stock. On November 16, 2025, he had 1,122 shares of common stock withheld at $29.38 per share to cover tax obligations tied to vesting restricted stock. On November 18, 2025, he had an additional 993 shares and 3,693 shares withheld at $28.59 per share for similar tax withholding related to vested restricted and performance-based awards, and directly owned 57,486 shares after these transactions. The filing notes that of earlier performance awards granted in 2022, 1,406 excess performance shares vested on November 18, 2025, while 1,525 excess performance shares did not meet performance criteria and were forfeited.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
11/16/2025

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	11/16/2025		F		1,122(1)	D	$29.38	62,172	D
Common Stock	11/18/2025		F		993(2)	D	$28.59	61,179	D
Common Stock	11/18/2025		F		3,693(3)	D	$28.59	57,486	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.

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

3. The performance awards issued on November 18, 2022, included 5,864 target shares and 2,931 excess shares for exceeding performance targets. The performance awards vesting on November 18, 2025, included 1,406 shares of the 2,931 total excess performance shares granted. The remaining 1,525 shares of excess performance awards granted were not earned and did not vest because the remaining performance criteria were not achieved and thus, those 1,525 shares were forfeited on November 18, 2025

	/s/ Kevin J. McPhaill	11/19/2025
	** 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 insider transaction did Sierra Bancorp (BSRR) report for November 2025?

The President and CEO, Kevin J. McPhaill, reported tax-related share withholdings and performance award vesting in Sierra Bancorp common stock during November 2025.

How many Sierra Bancorp (BSRR) shares were withheld for taxes from the CEO’s awards?

The filing reports share withholdings of 1,122 shares at $29.38 per share on November 16, 2025, and 993 shares plus 3,693 shares at $28.59 per share on November 18, 2025, to satisfy tax obligations on vesting awards.

How many Sierra Bancorp shares did the CEO own after these transactions?

Following the reported tax-withholding transactions, Kevin J. McPhaill directly owned 57,486 shares of Sierra Bancorp common stock.

What happened to Sierra Bancorp’s performance-based stock awards granted in 2022?

Performance awards granted on November 18, 2022 included 5,864 target shares and 2,931 excess shares. On November 18, 2025, 1,406 excess performance shares vested, and 1,525 excess performance shares were forfeited because remaining performance criteria were not achieved.

Were the reported Sierra Bancorp insider transactions open-market sales?

No. The transactions are coded “F”, indicating withholding of shares to satisfy tax withholding obligations in connection with vesting of previously awarded restricted and performance shares, rather than discretionary open-market sales.

What is the reporting person’s role at Sierra Bancorp (BSRR)?

The reporting person, Kevin J. McPhaill, is identified as an officer of Sierra Bancorp, serving as President/CEO.