Five Star Bancorp CMO boosts stake with small gifted shares

Rhea-AI Filing Summary

Five Star Bancorp (FSBC) – Form 4 insider filing: On 07/09/2025, Shelley Ronan Wetton, the company’s Senior Vice President & Chief Marketing Officer, reported the receipt of 352.0993 shares of common stock coded “G,” signifying a gift acquired at $0 cost per share. Following the transaction, Wetton now directly holds 23,806.0993 shares; an additional 1,140 shares are held indirectly by her spouse.

The filing reiterates that the direct holdings incorporate several unvested awards granted under the 2021 Equity Incentive Plan. Those awards will continue to vest in equal instalments over their remaining five-year schedules, contingent upon continued employment. No derivative securities were reported, and there were no sales or disposals of stock.

Given the small absolute size of the gifted shares relative to outstanding insider ownership and the bank’s public float, the transaction carries limited market significance. Nevertheless, the absence of sales and the incremental increase in ownership modestly reinforces insider alignment with shareholders.

Insights

Securities Analyst

TL;DR: Minor gift increases CMO’s stake; no market-moving impact.

The 352-share gift raises Wetton’s direct holdings by roughly 1.5% but represents a de minimis fraction of FSBC’s outstanding shares. No cash was exchanged, and no options or derivatives were exercised. Because the transaction is a one-off gift with no indication of insider selling pressure, it neither alters liquidity dynamics nor signals a shift in management sentiment. I view the disclosure as routine for Section 16 compliance and not materially impactful to valuation or trading strategy.

Corporate Governance Expert

TL;DR: Routine compliance filing; maintains positive alignment.

From a governance perspective, increased insider ownership—however small—tends to align executive incentives with long-term shareholder value. The gift structure does not raise conflict-of-interest concerns, and the vesting schedules embedded in previously granted equity awards remain unchanged. No red flags emerge, but the scale is too modest to warrant strategic consideration. Impact assessed as neutral.

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
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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^*

Wetton Shelley Ronan

(Last) (First) (Middle)

C/O FIVE STAR BANCORP

3100 ZINFANDEL DRIVE, SUITE 100

(Street)

RANCHO CORDOVA CA 95670

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIVE STAR BANCORP [ FSBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2025

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	07/09/2025		G		352.0993	A	$0	23,806.0993(1)	D
Common Stock								1,140	I	By spouse(2)

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. Includes 4,332 shares granted pursuant to the Five Star Bancorp 2021 Equity Incentive Plan (including 3,465 shares which have vested and 867 which are scheduled to vest in equal installments over the remainder of a five-year period, provided Ms. Wetton remains employed by Five Star Bancorp on the respective vesting dates), 6,000 shares granted pursuant to the Five Star Bancorp 2021 Equity Incentive Plan (including 1,200 shares which have vested and 4,800 which are scheduled to vest in equal installments over the remainder of a five-year period, provided Ms. Wetton remains employed by Five Star Bancorp on the respective vesting dates), and 907 shares granted pursuant to the Five Star Bancorp 2021 Equity Incentive Plan scheduled to vest in equal installments over a five-year period, provided Ms. Wetton remains employed by Five Star Bancorp on the respective vesting dates.

2. Beneficial ownership of shares by spouse is disclaimed by the reporting person.

Remarks:

	/s/ Shelley R. Wetton, by Heather C. Luck, Attorney-in-Fact	07/11/2025
	** 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

How many FSBC shares did the insider acquire on 07/09/2025?

Shelley Ronan Wetton received 352.0993 shares of Five Star Bancorp common stock as a gift.

What is the executive’s total direct ownership after the transaction?

Wetton now directly owns 23,806.0993 shares of FSBC common stock.

Were any shares sold in this Form 4 filing for FSBC?

No. The filing reports a gift acquisition; there were no sales or disposals of shares.

Does the filing report any derivative security activity?

No derivative securities were acquired, disposed of, or held; Table II is blank.

What does transaction code "G" mean in a Form 4?

Code "G" indicates the transaction was a gift, typically involving no monetary consideration.