Stellar Bancorp (STEL) executive chair granted restricted shares and PSUs

Rhea-AI Filing Summary

Stellar Bancorp, Inc. Executive Chairman Steven F. Retzloff reported equity awards of the company’s common stock. On March 1, 2026 he acquired 5,365 restricted shares that vest in roughly equal installments on March 1, 2027, 2028, and 2029, subject to continued employment. He also received 8,047 performance share units subject to time and performance vesting conditions, bringing his directly held common shares to 137,627. He additionally reports indirect ownership stakes through several related entities.

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

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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^*

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)
03/01/2026

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	03/01/2026		A		5,365(1)	A	$0	129,580	D
Common Stock	03/01/2026		A		8,047(2)	A	$0	137,627	D
Common Stock								12,598	I	By SF Retzloff Family Limited Partnership, LTD.
Common Stock								378,240	I	By Retzloff Holdings, LTD.
Common Stock								25,531	I	By Retzloff Industries, Inc.

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 restricted shares of common stock, which vest in approximately equal installments on March 1, 2027, 2028 and 2029, subject to continued employment with the issuer on such date.

2. Represents award of performance share units subject to time and performance vesting conditions.

Remarks:

	/s/ Justin M. Long, attorney-in-fact	03/03/2026
	** 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).
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FAQ

What insider transactions did Stellar Bancorp (STEL) report for Steven F. Retzloff?

Stellar Bancorp reported that Executive Chairman Steven F. Retzloff received equity awards of common stock. He was granted 5,365 restricted shares and 8,047 performance share units on March 1, 2026, increasing his directly held stake in the company.

How many restricted Stellar Bancorp (STEL) shares were granted to Steven F. Retzloff?

Steven F. Retzloff received 5,365 restricted shares of Stellar Bancorp common stock. These restricted shares vest in approximately equal installments on March 1, 2027, March 1, 2028, and March 1, 2029, contingent on his continued employment with the company.

What are the terms of the performance share units granted to Stellar Bancorp (STEL) Executive Chairman?

The Executive Chairman received 8,047 performance share units of Stellar Bancorp common stock. According to the filing, these units are subject to both time-based and performance-based vesting conditions, so final share delivery depends on meeting specified service and performance requirements.

What is Steven F. Retzloff’s direct Stellar Bancorp (STEL) share ownership after these awards?

Following the reported awards, Steven F. Retzloff directly holds 137,627 shares of Stellar Bancorp common stock. This total reflects the addition of 5,365 restricted shares and 8,047 performance share units granted on March 1, 2026, as disclosed in the Form 4.

Does Steven F. Retzloff have indirect ownership of Stellar Bancorp (STEL) shares?

Yes. In addition to his direct holdings, the filing shows indirect ownership of Stellar Bancorp common stock through entities such as SF Retzloff Family Limited Partnership, LTD., Retzloff Holdings, LTD., and Retzloff Industries, Inc., reflecting shares held via these affiliated entities.

Were Steven F. Retzloff’s Stellar Bancorp (STEL) awards open-market purchases?

No. The Form 4 describes the transactions with code A as grants or awards, not open-market purchases. The restricted shares and performance share units were acquired at a price of $0.0000 per share as part of the company’s equity compensation arrangements.