[8-K] FIVE STAR BANCORP Reports Material Event

Rhea-AI Filing Summary

Five Star Bancorp announced new change in control agreements for two executives at its bank subsidiary: CFO Heather Luck and Chief Banking Officer Michael Rizzo. If either executive is terminated without “Cause,” death, or “Disability,” or resigns for “Good Reason,” in the year following a Qualifying Change in Control, they will receive a lump-sum severance equal to 12 months of base salary plus their most recently paid annual cash bonus, payable within 70 days of termination, subject to a customary release.

Any continued, assumed, substituted, or replaced equity awards that remain outstanding as of the termination date will fully vest, with time-based conditions deemed satisfied and performance-based conditions deemed met at target (unless an award agreement states otherwise). Payments are subject to a Section 280G excise-tax cutback if that yields a better after-tax result. The agreements expire on December 31, 2028 if no Qualifying Change in Control occurs.

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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): November 4, 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

Change in Control Agreement with Executives

On November 4, 2025, Five Star Bank (the “Bank”), the wholly owned banking subsidiary of Five Star Bancorp (the “Company”), entered into change in control agreements (the “Agreements”) with each of the following executive officers: Heather Luck, Executive Vice President and Chief Financial Officer, and Michael Rizzo, Executive Vice President and Chief Banking Officer (each, an “Executive”).

The Agreements provide that in the event that an Executive’s employment with the Bank terminates for any reason, the Executive will be entitled to his or her base salary through the applicable effective date of termination (the “Termination Date”), reimbursement for reasonable business expenses incurred through the Termination Date in accordance with the Bank’s policies, and benefits accrued and vested as of the Termination Date under the employee benefits plans in which the Executive participates in accordance with the terms of such plans.

The Agreements further provide that if, in the year following a Qualifying Change in Control, (i) an Executive’s employment is terminated other than for “Cause”, death or “Disability” or (ii) the Executive resigns for “Good Reason” (each as defined in the Agreements), then in addition to the payments and benefits described in the previous paragraph, and subject to the Executive’s execution of a customary release of claims, the Executive will be entitled to receive, within 70 days following his or her termination, a severance payment equal to the sum of 12 months of his or her base salary and the most recently paid annual cash bonus he or she received. In addition, if any equity incentive awards held by the Executive are continued, assumed, substituted, or replaced in the Qualifying Change in Control and remain outstanding as of the Termination Date, such awards will become fully vested, with any time- or service-based vesting conditions deemed to be satisfied and (unless otherwise specified in the award agreement) any performance-based vesting conditions deemed to be satisfied at their target achievement levels.

If any of the foregoing payments and benefits would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits will be reduced to the greatest amount that would not be subject to the excise tax if, after taking into account applicable taxes, the Executive would retain a greater amount on an after-tax basis following such reduction.

The Agreements will expire as of December 31, 2028 if no Qualifying Change in Control has occurred.

The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Change in Control Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Number									Description
10.1									Form of Change in Control Agreement
104									Cover Page Interactive Data File (embedded within the Inline XBRL)

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: November 4, 2025

FAQ

What did Five Star Bancorp (FSBC) announce?

The company put in place change in control agreements for CFO Heather Luck and Chief Banking Officer Michael Rizzo.

Who is covered by the new FSBC agreements?

Heather Luck, Executive Vice President and CFO, and Michael Rizzo, Executive Vice President and Chief Banking Officer.

What severance is provided under FSBC’s agreements?

A lump-sum equal to 12 months of base salary plus the most recently paid annual cash bonus, paid within 70 days after termination, subject to a release.

When do FSBC severance benefits apply?

If, within one year after a Qualifying Change in Control, the executive is terminated without Cause, death, or Disability, or resigns for Good Reason.

How are FSBC equity awards treated?

If awards are continued, assumed, substituted, or replaced and remain outstanding at termination, they fully vest; performance conditions are deemed met at target unless an award says otherwise.

How do Sections 280G/4999 affect payments?

Payments are reduced to avoid the Section 4999 excise tax if the reduction results in a higher after-tax amount for the executive.

When do the FSBC agreements expire?

They expire on December 31, 2028 if no Qualifying Change in Control has occurred by then.