Stellar Bancorp, Inc. (STEL) chair reports routine tax share withholding

Rhea-AI Filing Summary

Stellar Bancorp, Inc. Executive Chairman Steven F. Retzloff reported a routine tax-related share disposition. On March 15, 2026, 1,181 shares of common stock were withheld at $35.51 per share to satisfy tax liabilities from vesting restricted stock, rather than sold in the open market. After this transaction, he directly holds 136,446 common shares and has additional indirect holdings of 25,531 shares through Retzloff Industries, Inc., 378,240 shares through Retzloff Holdings, LTD., and 12,598 shares through SF Retzloff Family Limited Partnership, LTD.

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)
03/15/2026

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	03/15/2026		F		1,181(1)	D	$35.51	136,446	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 shares withheld to satisfy tax liability for vesting of restricted shares of Common Stock previously reported.

Remarks:

	/s/ Justin M. Long, attorney-in-fact	03/17/2026
	** 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 transaction did STEL Executive Chairman Steven F. Retzloff report?

Steven F. Retzloff reported a tax-withholding disposition of 1,181 Stellar Bancorp common shares. These shares were withheld at $35.51 each to cover tax liabilities from vesting restricted stock, not sold in the open market, and are a routine compensation-related event.

How many Stellar Bancorp (STEL) shares does Steven F. Retzloff hold after this Form 4?

After the reported transaction, Steven F. Retzloff directly holds 136,446 Stellar Bancorp common shares. He also reports indirect ownership of 25,531 shares via Retzloff Industries, 378,240 via Retzloff Holdings, and 12,598 via SF Retzloff Family Limited Partnership, reflecting substantial ongoing exposure.

Was the STEL Form 4 transaction an open-market sale of shares?

No, the Form 4 does not show an open-market sale. It records 1,181 shares withheld to satisfy tax obligations tied to vesting restricted stock, a non-market transaction that does not represent discretionary selling of Stellar Bancorp shares into the market.

What does transaction code F mean in the STEL Form 4 filing?

Transaction code F indicates shares were disposed of to pay an exercise price or tax liability. In this case, 1,181 Stellar Bancorp shares were withheld to satisfy taxes on previously reported restricted stock vesting, rather than being voluntarily sold by the insider.

How significant is the reported STEL tax-withholding transaction for shareholders?

The transaction is relatively minor and compensation-related, involving 1,181 shares withheld for taxes. Given Steven F. Retzloff’s large remaining direct and indirect holdings, the event appears routine and does not on its own signal a change in his overall investment stance.