[8-K] Five Star Bancorp Reports Material Event

Rhea-AI Filing Summary

Five Star Bancorp (FSBC) filed a Form 8-K (Item 5.02) on June 18, 2025 announcing that its Board of Directors has approved a new long-term incentive (LTI) award for President & CEO James Beckwith.

• Award structure: The LTI package totals $440,000, split evenly between performance-based restricted stock units (PSUs) and time-based restricted stock awards (RSAs).
• Grant timing: Shares will be valued at the market price on or about July 28, 2025 and will be issued under the company’s 2021 Equity Incentive Plan.
• Performance metrics: PSU vesting is tied to the company’s three-year average return on average assets (ROAA) for the period ending December 31, 2027 versus a peer set drawn from the S&P Global BMI – Western Region banking universe. • 60th percentile = 50% payout • 70th = 100% • 80th+ = 150%.
• Service-based vesting: RSAs vest in five equal annual instalments contingent on continued employment.
• Strategic intent: The board states that the mix of PSUs and RSAs is designed to reinforce pay-for-performance, promote share ownership, and retain key leadership. The program mirrors awards approved for other executives on April 17, 2025.

No other business, financial results, or transactions were disclosed. Forward-looking statements caution that actual performance may differ due to numerous risk factors outlined in prior filings.

Positive

• Alignment with shareholders: 50% of the award is performance-based, incentivising ROAA outperformance over a three-year horizon.
• Leadership retention: Five-year RSA vesting encourages CEO tenure stability, potentially supporting strategic continuity.

Negative

• Potential dilution: Issuance of new equity under the 2021 plan, while small, will marginally dilute existing shareholders.
• Incremental expense: Share-based compensation will increase non-cash operating expenses over the vesting period.

Insights

Corporate Governance Expert

TL;DR: Routine CEO equity grant aligns incentives but modestly dilutes shareholders; governance framework appears standard.

The award follows common mid-cap bank practice: a 50/50 split between performance and service criteria. Tying PSUs to ROAA relative performance encourages prudent asset deployment versus peers and reduces absolute growth pressure. Five-year RSA vesting lengthens retention horizon beyond typical three-year cycles, which is shareholder-friendly. Because shares are valued at July 28 market price, dilution will be minor (well under 1% of shares outstanding given FSBC’s ~$500 m market cap). From a governance standpoint, percentile triggers (60/70/80) are transparent, but the upper payout cap at 150% is modest compared with many plans that allow 200%+; this reduces excessive upside leverage. Overall impact on corporate governance is neutral-to-positive.

Sell-Side Equity Analyst

TL;DR: Compensation news is immaterial to valuation; modest positive signal of leadership retention.

The 8-K contains no earnings, capital, or credit quality data, so the stock’s intrinsic value is unchanged. Cash cost is non-cash GAAP expense amortised over five years; it will have a de-minimis effect on EPS (<0.5% by our estimates) and is already contemplated in incentive plan share reserves. ROAA-based PSU hurdles may indicate management confidence in sustaining peer-leading profitability; FSBC’s 2024 ROAA was 1.50%, comfortably above community-bank medians, suggesting targets are achievable. Still, absent quantitative targets or guidance, investors should treat today’s filing as routine administrative disclosure.

0001275168FALSE00012751682025-06-182025-06-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 18, 2025

FIVE STAR BANCORP

(Exact Name of Registrant as Specified in Charter) 

California

001-40379

75-3100966

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

3100 Zinfandel Drive, Suite 100, Rancho Cordova, California, 95670

(Address of Principal Executive Offices, and Zip Code)

(916) 626-5000

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, no par value per share			FSBC			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 18, 2025, the Board of Directors of Five Star Bancorp (the “Company”) approved, based on the recommendation of its Compensation Committee, a long term incentive award under a new long-term incentive compensation program for the Company’s President and Chief Executive Officer, James Beckwith. The award will take the form of performance-based restricted stock units (“PSUs”) and service-based restricted stock awards (“RSAs”). Mr. Beckwith will be entitled to receive PSUs in the amount of $220,000 and RSAs in the amount of $220,000, with the amounts of PSUs and RSAs to be based on the share price on the date of grant, which is expected to be on or about July 28, 2025. The award will be issued under the Five Star Bancorp 2021 Equity Incentive Plan.

The long-term incentive award provides a variable pay opportunity through a combination of performance-based PSUs and service-based RSAs. The program is designed to reinforce the long-term alignment of the Company’s executives with the interests of our shareholders. The PSUs are intended to strengthen our pay-for-performance philosophy, while the service-based RSAs are granted to promote share ownership and executive retention. The program is substantially similar to the long-term incentive compensation program for the Company’s other executive officers, which was approved by the Board of Directors of the Company on April 17, 2025.

Vesting of the PSUs is based on achievement of the Company’s three-year average return on average assets for the performance period ended December 31, 2027 relative to a peer group of publicly traded banks and bank holding companies utilizing the S&P Global Broad Market Index - Western Region. If the Company’s performance is at the 60th percentile, 70th percentile, and 80th percentile or higher, the recipient is entitled to receive 50%, 100%, and 150% of his or her target award grant, respectively. If achievement warrants and the recipient remains employed by the Company, the PSUs vest on December 31, 2027.

The RSAs vest in equal annual installments over five years on the anniversary of the grant date, as long as the recipient remains employed by the Company.

Special Note Concerning Forward-Looking Statements

This Current Report on Form 8-K 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, any 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 phases 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, 2024 and Quarterly Report on Form 10-Q for the three months ended March 31, 2025, in each case under the section entitled “Risk Factors,” and other documents filed by the Company with the Securities and Exchange Commission 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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			FIVE STAR BANCORP
			By:			/s/ Heather Luck
						Name: Heather Luck
						Title: Executive Vice President and Chief Financial Officer
Date: June 25, 2025

FAQ

What did Five Star Bancorp (FSBC) disclose in its June 18 2025 Form 8-K?

FSBC announced a $440,000 long-term incentive award for CEO James Beckwith, split between PSUs and RSAs.

How are the PSUs for FSBC's CEO structured?

Vesting depends on FSBC's three-year average ROAA vs. peers: 50% payout at 60th percentile, 100% at 70th, 150% at 80th or higher.

When will the restricted stock units be granted?

The grant date is expected to be on or about July 28 2025 with share counts based on that day’s closing price.

Over what period do the RSAs vest?

RSAs vest in five equal annual instalments on each anniversary of the grant date, subject to continued employment.

Does the filing contain any financial results or guidance?

No. The 8-K is limited to executive compensation changes; no earnings, capital, or guidance information was provided.