Five Star Bancorp (Nasdaq: FSBC) prices $44 offering to raise $112.9M

Rhea-AI Filing Summary

Five Star Bancorp entered into an underwriting agreement to conduct an underwritten public offering of 2,725,000 shares of its common stock at $44.00 per share under an effective shelf registration statement on Form S-3. The company granted the underwriters a 30-day option to purchase up to 408,750 additional shares at the same public price, less underwriting discounts and commissions.

After underwriting discounts, commissions and estimated offering expenses, the company expects approximately $112.9 million in net proceeds. It plans to use the funds for general corporate purposes and to support continued growth, including investments in Five Star Bank and working capital. The offering is expected to close on or about July 24, 2026, subject to customary closing conditions.

Filing Explained

The company reports an agreement to issue and sell 2,725,000 common shares, with closing expected on or about July 24, 2026 subject to customary conditions; the filing does not report that the shares have been issued. If completed, the additional shares would increase the total share count and reduce each existing holder’s percentage ownership absent offsetting changes.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares offered: 2,725,000 shares Public offering price: $44.00 per share Underwriters' option shares: 408,750 shares +4 more

7 metrics

Shares offered 2,725,000 shares Common stock in underwritten public offering

Public offering price $44.00 per share Price for shares of common stock in the offering

Underwriters' option shares 408,750 shares 30-day option for additional common stock at public price less discounts

Expected net proceeds approximately $112.9 million After underwriting discounts, commissions and estimated offering expenses

Expected proceeds before expenses approximately $113.6 million After underwriting discounts and commissions but before offering expenses

Underwriters' option period 30 days Period during which underwriters may purchase additional shares

Expected closing date on or about July 24, 2026 Planned closing date of the common stock offering

Key Terms

underwritten public offering, shelf registration statement on Form S-3, prospectus supplement, underwriting discounts and commissions, +1 more

5 terms

underwritten public offering financial

"launched an underwritten public offering of shares of its common stock"

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.

shelf registration statement on Form S-3 regulatory

"registered under the Securities Act pursuant to the Company’s shelf registration statement on Form S-3"

A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.

prospectus supplement regulatory

"as supplemented by the prospectus supplement dated July 22, 2026"

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.

underwriting discounts and commissions financial

"public offering price, less underwriting discounts and commissions"

Underwriting discounts and commissions are fees paid to financial institutions that help sell new securities to investors. They act like a commission for their role in connecting companies with buyers, often reducing the amount of money the issuing company raises. For investors, understanding these costs helps gauge how much of their investment is going toward the actual securities versus fees paid to middlemen.

forward-looking statements regulatory

"contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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Available on EDGAR 07/23/2026 - 04:11 PM Accepted by SEC EDGAR 07/23/2026 - 04:11 PM Learn about SEC filing dates

FAQ

What is Five Star Bancorp (FSBC) offering in this common stock transaction?

Five Star Bancorp is conducting an underwritten public offering of 2,725,000 shares of common stock at a public offering price of $44.00 per share, with a 30-day option for underwriters to buy up to 408,750 additional shares.

How much capital does Five Star Bancorp (FSBC) expect to raise from the offering?

The company expects approximately $112.9 million in net proceeds after underwriting discounts, commissions and estimated expenses. A related release notes expected proceeds of about $113.6 million after underwriting discounts and commissions but before offering expenses.

What will Five Star Bancorp (FSBC) use the offering proceeds for?

Five Star Bancorp plans to use the net proceeds for general corporate purposes and to support its continued growth, including investments in Five Star Bank to pursue growth opportunities, as well as funding ongoing working capital needs.

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

The offering is expected to close on or about July 24, 2026, subject to satisfaction of customary closing conditions. Completion depends on those conditions being met as described in the underwriting agreement with the underwriters.

Which firms are underwriting the Five Star Bancorp (FSBC) common stock offering?

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

Under what registration is the Five Star Bancorp (FSBC) offering being made?

The common stock offering is being made under an effective shelf registration statement on Form S-3 and related prospectus, with additional details provided in a prospectus supplement filed with the U.S. Securities and Exchange Commission.

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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): July 22, 2026

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 1.01 Entry into a Material Definitive Agreement

On July 22, 2026, Five Star Bancorp (the “Company”), a holding company that operates through its wholly owned banking subsidiary, Five Star Bank (the “Bank”), entered into an underwriting agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods, Inc., as representative of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), to issue and sell 2,725,000 shares of the Company’s common stock, no par value (“Common Stock”), at a public offering price of $44.00 per share in an underwritten public offering (the “Offering”). The offer and sale of shares of Common Stock in the Offering was registered under the Securities Act of 1933, as amended (the “Act”), pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-293089), which was declared effective by the Securities and Exchange Commission on February 9, 2026, and related base prospectus, as supplemented by the prospectus supplement dated July 22, 2026. As part of the Offering, the Company granted the Underwriters a 30-day option to purchase up to an additional 408,750 shares of Common Stock at the public offering price, less underwriting discounts and commissions.

After deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, the Company expects the net proceeds of the Offering to be approximately $112.9 million. The Company intends to use the net proceeds from the 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 Offering is expected to close on or about July 24, 2026, subject to satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations, warranties and agreements of the Company, customary conditions to closing, indemnification obligations of the parties, including for liabilities under the Act, and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. Consequently, persons other than the parties to such agreement may not rely upon the representations and warranties in the Underwriting Agreement as characterizations of actual facts or circumstances as of the date of the Underwriting Agreement or as of any other date.

The Underwriting Agreement is not intended to provide any other factual information about the Company. The foregoing description is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.

The legal opinion of Covington & Burling LLP relating to the validity of the Common Stock is attached hereto as Exhibit 5.1.

Item 8.01 Other Events

On July 22, 2026, the Company issued a press release announcing the launch of the Offering, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. On July 22, 2026, the Company issued a press release announcing the pricing of the Offering, which is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

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, 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 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.

Item 9.01 Financial Statements and Exhibits

The following are filed as exhibits to this Current Report on Form 8-K:

(d) Exhibits

Number			Description
1.1			Underwriting Agreement, dated July 22, 2026, by and between Five Star Bancorp and Keefe, Bruyette & Woods, Inc., as representative of the several underwriters named therein.
5.1			Opinion of Covington & Burling LLP.
23.1			Consent of Covington & Burling LLP (included in Exhibit 5.1 filed herewith).
99.1			Press Release announcing the launch of the Offering dated July 22, 2026.
99.2			Press Release announcing the pricing of the Offering dated July 22, 2026.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: July 23, 2026

Exhibit 99.1

 

PRESS RELEASE	FOR IMMEDIATE RELEASE
	July 22, 2026

Five Star Bancorp Announces Launch of Common Stock Offering

RANCHO CORDOVA, CA, 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 that it has launched an underwritten public offering of shares of its common stock. The Company intends to grant the underwriters a 30-day option to purchase additional shares of its common stock.

Keefe, Bruyette & Woods, A Stifel Company is serving as the bookrunner for the offering, and 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.

Additional Information Regarding the Offering

The offering of common stock is being made pursuant to a registration statement on Form S-3 (File No. 333-293089) that was declared effective by the Securities and Exchange Commission (the “SEC”) on February 9, 2026. A preliminary prospectus supplement to which this communication relates has been filed with the SEC. Prospective investors should read the preliminary 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. Copies of the preliminary prospectus supplement and 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 intended use of 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

Exhibit 99.2

 

PRESS RELEASE	FOR IMMEDIATE RELEASE
	July 22, 2026

Five Star Bancorp Announces Pricing of Common Stock Offering

RANCHO CORDOVA, CA, 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

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 e26308_ex99-1.htm 13.4 KB
• EX-99.2 e26308_ex99-2.htm 14.3 KB

Other Documents

• EX-1.1 e26308_ex1-1.htm 211.3 KB
• EX-5.1 e26308_ex5-1.htm 12.1 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 34.1 KB
• EX-101 XBRL PRESENTATION FILE 22.2 KB