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Five Star Bancorp (FSBC) director reports 150,000-share gift via family trusts

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

FIVE STAR BANCORP director and 10% owner Larry Eugene Allbaugh reported changes in his indirect holdings of common stock. The filing highlights a bona fide gift of 150,000 shares from the QSST Subtrust of the Judy Oates‑Holt Irrevocable Trust to her children, where Allbaugh serves as trustee.

After this gift, that QSST Subtrust held 260,695 shares of Five Star Bancorp common stock. Allbaugh has voting and dispositive power as trustee but is not the trust beneficiary and disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest.

The report also updates multiple other indirect holdings through trusts and entities, including positions held via Buzz Oates Group of Companies, Buzz Oates LLC, and several Oates family irrevocable and administrative trusts. In addition, it notes 974 unvested shares granted under the Five Star Bancorp 2021 Equity Incentive Plan, scheduled to vest on December 31, 2026 if Allbaugh continues as a director.

Positive

  • None.

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Insider Allbaugh Larry Eugene
Role null
Type Security Shares Price Value
Gift Common Stock 150,000 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 260,695 shares (Indirect, J Oates-Holt QSST Trustee)
Footnotes (1)
  1. This transaction involved a gift of shares from Judy Oates-Holt, the beneficiary of the QSST Subtrust of the Judy Oates-Holt Irrevocable Trust, dated December 16, 2009, to her children. Shares are held by the QSST Subtrust of the Judy Oates-Holt Irrevocable Trust, dated December 16, 2009, for which Mr. Allbaugh serves as trustee. As trustee of this trust, Mr. Allbaugh has voting and dispositive power over these shares and may be deemed to be the indirect beneficial owner of such shares for purposes of Section 16. However, Mr. Allbaugh is not the beneficiary of this trust. Accordingly, Mr. Allbaugh disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Allbaugh is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. Includes 974 unvested shares granted pursuant to the Five Star Bancorp 2021 Equity Incentive Plan with all shares scheduled to vest on December 31, 2026, provided the reporting person, Mr. Allbaugh, remains as a director with Five Star Bancorp on that date. Shares are held by the Larry and Laura Allbaugh Living Trust dated November 5, 1997, for which Mr. Allbaugh serves as a trustee. Shares are held by the Oates Administrative Trust, for which Mr. Allbaugh serves as a trustee. Shares are held by the QSST Subtrust of the Kathryn Oates-Fairrington Irrevocable Trust, dated December 16, 2009, for which Mr. Allbaugh serves as trustee. Shares are held by the QSST Subtrust of the Marvilyn E. Applegate Irrevocable Trust, dated December 16, 2009, for which Mr. Allbaugh serves as trustee. Shares are held by the QSST Subtrust of the Philip D. Oates Irrevocable Trust, dated December 16, 2009, for which Mr. Allbaugh serves as trustee. Shares are held by Buzz Oates LLC, of which Mr. Allbaugh is a non-member manager. Mr. Allbaugh disclaims beneficial ownership of the shares held by Buzz Oates LLC. Shares are held by Buzz Oates Group of Companies, of which Mr. Allbaugh is a shareholder and the Chief Executive Officer. Mr. Allbaugh has significant influence over Buzz Oates Group of Companies and may be deemed to be the indirect beneficial owner of such shares for purposes of Section 16. Mr. Allbaugh disclaims beneficial ownership of the shares held by Buzz Oates Group of Companies, except to the extent of his pecuniary interest therein.
Gifted shares 150,000 shares Bona fide gift of common stock via QSST Subtrust
Price per gifted share $0.0000 per share Reported value for 150,000-share gift transaction
Shares remaining in QSST after gift 260,695 shares Total shares following transaction in Judy Oates-Holt QSST Subtrust
Unvested equity award 974 shares Unvested shares under 2021 Equity Incentive Plan vesting on December 31, 2026
Indirect holding example 1,010,778 shares Total shares following transaction held by Oates Administrative Trust
Indirect holding example 501,719 shares Total shares following transaction held by Larry and Laura Allbaugh Living Trust
Indirect holding example 10,000 shares Total shares following transaction held by Buzz Oates Group of Companies
bona fide gift financial
"This transaction involved a gift of shares from Judy Oates-Holt, the beneficiary"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
QSST Subtrust financial
"Shares are held by the QSST Subtrust of the Judy Oates-Holt Irrevocable Trust"
indirect beneficial owner financial
"may be deemed to be the indirect beneficial owner of such shares for purposes of Section 16"
Equity Incentive Plan financial
"unvested shares granted pursuant to the Five Star Bancorp 2021 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
pecuniary interest financial
"disclaims beneficial ownership of the shares held by Buzz Oates Group of Companies, except to the extent of his pecuniary interest therein"
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SEC Form 4
FORM 4UNITED 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*
Allbaugh Larry Eugene

(Last)(First)(Middle)
C/O FIVE STAR BANCORP
3100 ZINFANDEL DRIVE, SUITE 100

(Street)
RANCHO CORDOVA CALIFORNIA 95670

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
FIVE STAR BANCORP [ FSBC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/29/2026G150,000(1)D$0260,695IJ Oates-Holt QSST Trustee(2)(3)
Common Stock501,719(4)IBy self as Trustee(5)
Common Stock1,010,778IOAT Trustee(3)(6)
Common Stock410,695IK Oates-Fairrington QSST Trustee(3)(7)
Common Stock410,695IM Applegate QSST Trustee(3)(8)
Common Stock410,695IP Oates QSST Trustee(3)(9)
Common Stock10,000IBuzz Oates LLC Non-Member Manager(10)
Common Stock10,000IBuzz Oates Group of Companies Shareholder(11)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. This transaction involved a gift of shares from Judy Oates-Holt, the beneficiary of the QSST Subtrust of the Judy Oates-Holt Irrevocable Trust, dated December 16, 2009, to her children.
2. Shares are held by the QSST Subtrust of the Judy Oates-Holt Irrevocable Trust, dated December 16, 2009, for which Mr. Allbaugh serves as trustee.
3. As trustee of this trust, Mr. Allbaugh has voting and dispositive power over these shares and may be deemed to be the indirect beneficial owner of such shares for purposes of Section 16. However, Mr. Allbaugh is not the beneficiary of this trust. Accordingly, Mr. Allbaugh disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Allbaugh is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
4. Includes 974 unvested shares granted pursuant to the Five Star Bancorp 2021 Equity Incentive Plan with all shares scheduled to vest on December 31, 2026, provided the reporting person, Mr. Allbaugh, remains as a director with Five Star Bancorp on that date.
5. Shares are held by the Larry and Laura Allbaugh Living Trust dated November 5, 1997, for which Mr. Allbaugh serves as a trustee.
6. Shares are held by the Oates Administrative Trust, for which Mr. Allbaugh serves as a trustee.
7. Shares are held by the QSST Subtrust of the Kathryn Oates-Fairrington Irrevocable Trust, dated December 16, 2009, for which Mr. Allbaugh serves as trustee.
8. Shares are held by the QSST Subtrust of the Marvilyn E. Applegate Irrevocable Trust, dated December 16, 2009, for which Mr. Allbaugh serves as trustee.
9. Shares are held by the QSST Subtrust of the Philip D. Oates Irrevocable Trust, dated December 16, 2009, for which Mr. Allbaugh serves as trustee.
10. Shares are held by Buzz Oates LLC, of which Mr. Allbaugh is a non-member manager. Mr. Allbaugh disclaims beneficial ownership of the shares held by Buzz Oates LLC.
11. Shares are held by Buzz Oates Group of Companies, of which Mr. Allbaugh is a shareholder and the Chief Executive Officer. Mr. Allbaugh has significant influence over Buzz Oates Group of Companies and may be deemed to be the indirect beneficial owner of such shares for purposes of Section 16. Mr. Allbaugh disclaims beneficial ownership of the shares held by Buzz Oates Group of Companies, except to the extent of his pecuniary interest therein.
Remarks:
/s/ Larry E. Allbaugh, by Heather C. Luck, Attorney-in-Fact06/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Larry Allbaugh report for FIVE STAR BANCORP (FSBC)?

The Form 4 reports a bona fide gift of 150,000 shares of Five Star Bancorp common stock from a QSST Subtrust where Larry Allbaugh is trustee. The gift was made by beneficiary Judy Oates‑Holt to her children, and Allbaugh reported it as an indirect disposition.

How many FIVE STAR BANCORP shares remained in the Judy Oates-Holt QSST Subtrust after the gift?

After the 150,000-share gift, the QSST Subtrust of the Judy Oates‑Holt Irrevocable Trust held 260,695 shares of Five Star Bancorp common stock. Larry Allbaugh has voting and dispositive power as trustee but is not the beneficiary and disclaims beneficial ownership of these securities.

Does Larry Allbaugh beneficially own the QSST Subtrust shares of FIVE STAR BANCORP (FSBC)?

Larry Allbaugh may be deemed an indirect beneficial owner because he has voting and dispositive power as trustee over certain QSST Subtrust shares. However, he is not the beneficiary and explicitly disclaims beneficial ownership for Section 16 and any other purpose, except to any pecuniary interest.

What other indirect holdings of FIVE STAR BANCORP stock are reported for Larry Allbaugh?

The filing lists indirect holdings through multiple entities and trusts, including Buzz Oates Group of Companies, Buzz Oates LLC, the Larry and Laura Allbaugh Living Trust, the Oates Administrative Trust, and several Oates family QSST irrevocable trusts, each with Larry Allbaugh serving in various trustee or management roles.

What unvested equity awards does Larry Allbaugh have at FIVE STAR BANCORP (FSBC)?

The report states Larry Allbaugh holds 974 unvested shares granted under the Five Star Bancorp 2021 Equity Incentive Plan. All these shares are scheduled to vest on December 31, 2026, provided he continues to serve as a director of Five Star Bancorp through that date.

Is the reported FIVE STAR BANCORP gift transaction an open-market sale?

No, the reported transaction is not an open-market sale. It is coded as a bona fide gift (transaction code G), reflecting a transfer of 150,000 shares from the trust beneficiary to her children, with no sale price and a reported per-share value of 0.0000 on the form.