Justin Long Disposes 1,391 STEL Shares via Tax Withholding

Rhea-AI Filing Summary

Justin M. Long, Senior Executive Vice President, General Counsel and Secretary of Stellar Bancorp, Inc. (STEL), reported a non-derivative transaction on 10/01/2025 in which 1,391 shares of common stock were disposed of under code F. The filing states these shares were withheld to satisfy tax liabilities arising from the vesting of restricted shares previously reported, at a price of $30 per share. After the transaction, Mr. Long beneficially owns 47,863 shares directly.

Positive

• Transaction was a tax-withholding of vested shares, indicating routine administrative handling rather than an active sale for cash
• Reporting shows continued direct ownership of 47,863 shares, maintaining insider alignment with shareholders

Negative

• Disposition reduced holdings by 1,391 shares, a modest decrease in insider stake

Insights

Corporate Governance Analyst

Routine tax-withholding sale reduced insider holdings by 1,391 shares.

This Form 4 discloses a tax-withholding disposition: 1,391 vested restricted shares were withheld at $30 each rather than sold on-market by the reporting person. The transaction is recorded as a disposition under code F, with a remaining direct holding of 47,863 shares.

Because the filing describes a withholding to satisfy taxes rather than a market sale for liquidity, it typically has limited market impact and signals routine post-vesting administrative activity rather than a change in ownership intent.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Long Justin M

Role SEVP, GC & Secretary

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,391	$30.00	$42K

Holdings After Transaction: Common Stock — 47,863 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/03/2025 - 04:04 PM Learn about SEC filing dates

FAQ

What did Justin M. Long report on Form 4 for STEL?

The Form 4 reports a disposition of 1,391 shares of common stock related to withholding for taxes on vested restricted shares.

When was the transaction executed and at what price?

The transaction date is listed as 10/01/2025 with a price of $30 per share.

How many STEL shares does Justin Long own after the transaction?

After the reported transaction, Justin Long beneficially owns 47,863 shares directly.

What does transaction code F mean on this Form 4?

In this filing, the transaction code F is used for dispositions resulting from the withholding of shares to satisfy tax obligations on vested restricted stock.

Was this a market sale or a withholding to satisfy taxes?

The filing explicitly states the shares were withheld to satisfy tax liability for the vesting of restricted shares.

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^*

Long Justin M

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SEVP, GC & Secretary

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		F		1,391(1)	D	$30	47,863	D

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

Remarks:

	/s/ Justin M. Long	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.
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