Stellar Bancorp (STEL) insider report: 6,766-share reduction on 10/01/2025

Rhea-AI Filing Summary

Steven F. Retzloff, Executive Chairman and director of Stellar Bancorp, Inc. (STEL), reported transactions on 10/01/2025. He disposed of 5,784 shares of common stock as a forfeiture (coded V) with a reported price of $0, leaving 127,185 shares owned directly after that disposition. He also had 982 shares withheld to satisfy tax withholding from restricted shares that vested on that date at a reported price of $30, leaving 126,203 shares owned directly after that withholding. The filing also discloses indirect holdings of 25,531 shares by Retzloff Industries, Inc., 378,240 shares by Retzloff Holdings, LTD., and 12,598 shares by SF Retzloff Family Limited Partnership, LTD.

Positive

• Indirect holdings remain substantial: 378,240, 25,531, and 12,598 shares held via affiliated entities

Negative

• Forfeiture of 5,784 performance shares reduced direct ownership
• 982 shares withheld to satisfy taxes on vesting at $30 per share reduced direct stake

Insights

Insider Transactions Analyst

Insider reported forfeiture and tax withholding that reduced direct holdings by 6,766 shares on 10/01/2025.

The report shows a forfeiture of 5,784 performance shares (transaction code V) recorded at $0, and 982 shares were withheld to cover taxes at a price of $30 per share for vested restricted stock.

This reduced the reporting person’s direct beneficial ownership from the pre-transaction level to 126,203 shares. The filing also documents sizeable indirect holdings through three entities totaling disclosed stakes, which remain separately reported.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Retzloff Steven F.

Role Executive Chairman

Type	Security	Shares	Price	Value
Disposition	Common Stock	5,784	$0.00	--
Tax Withholding	Common Stock	982	$30.00	$29K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 127,185 shares (Direct); Common Stock — 25,531 shares (Indirect, By Retzloff Industries, Inc.)

Footnotes (1)

1. Represents forfeiture of performance shares that were eligible to vest based on certain financial performance objectives. Represents shares withheld to satisfy tax liability for 10/01/2025 vesting of restricted shares of Common Stock previously reported.

Form 4 Insider Transactions: What Each Field Means →

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
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).

1. Name and Address of Reporting Person^*

Retzloff Steven F.

(Last) (First) (Middle)

9 GREENWAY PLAZA, SUITE 110

(Street)

HOUSTON TX 77046

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Stellar Bancorp, Inc. [ STEL ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		D		5,784(1)	D	$0	127,185	D
Common Stock	10/01/2025		F		982(2)	D	$30	126,203	D
Common Stock								25,531	I	By Retzloff Industries, Inc.
Common Stock								378,240	I	By Retzloff Holdings, LTD.
Common Stock								12,598	I	By SF Retzloff Family Limited Partnership, LTD.

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. Represents forfeiture of performance shares that were eligible to vest based on certain financial performance objectives.

2. Represents shares withheld to satisfy tax liability for 10/01/2025 vesting of restricted shares of Common Stock previously reported.

Remarks:

	/s/ Justin M. Long, attorney-in-fact	10/03/2025
	** 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

What did Steven F. Retzloff report on the Form 4 for STEL?

He reported a forfeiture of 5,784 performance shares (code V) and 982 shares withheld for tax on vested restricted stock on 10/01/2025.

How many shares does Retzloff directly own after the transactions?

The filing shows 126,203 shares of common stock owned directly after the reported withholding and forfeiture.

What price was reported for the shares withheld to satisfy taxes?

The shares withheld for tax purposes were reported at a price of $30 per share.

Are there any indirect holdings disclosed in the Form 4?

Yes. The filing discloses indirect holdings of 25,531 shares (Retzloff Industries, Inc.), 378,240 shares (Retzloff Holdings, LTD.), and 12,598 shares (SF Retzloff Family Limited Partnership, LTD.).

When was the Form 4 signed and filed?

The signature by attorney-in-fact is dated 10/03/2025 on the filing.