Stellar Bancorp (STEL) president has shares withheld to cover tax on vesting

Rhea-AI Filing Summary

Stellar Bancorp, Inc. President Ramon A. Vitulli III reported a routine tax-related share disposition. On the vesting of previously reported restricted stock, 1,318 shares of common stock were withheld to cover tax liabilities. After this withholding, he directly holds 119,680 shares of Stellar Bancorp common stock.

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^*

Vitulli, III Ramon A.

(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)
	President

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		1,318(1)	D	$35.51	119,680	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 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).
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 insider transaction did Stellar Bancorp (STEL) report for Ramon A. Vitulli III?

Stellar Bancorp reported that President Ramon A. Vitulli III had 1,318 common shares withheld to pay taxes on vested restricted stock. This is a routine tax-withholding disposition, not an open-market sale or purchase of additional shares.

Was the Stellar Bancorp (STEL) Form 4 transaction an open-market sale?

No, the Form 4 transaction for Stellar Bancorp’s President reflects tax withholding, not an open-market sale. Shares were withheld by the company to satisfy tax liabilities from vesting restricted stock previously granted as part of his compensation.

How many Stellar Bancorp (STEL) shares were withheld for taxes in this Form 4?

A total of 1,318 Stellar Bancorp common shares were withheld to cover tax obligations tied to vesting restricted stock. The withholding price was reported as $35.51 per share, based on the value used for calculating the tax liability.

How many Stellar Bancorp (STEL) shares does Ramon A. Vitulli III hold after the transaction?

Following the tax-withholding disposition, President Ramon A. Vitulli III directly holds 119,680 Stellar Bancorp common shares. This remaining position shows the withholding impacted only a small fraction of his total direct ownership in the company.

What does transaction code F mean in the Stellar Bancorp (STEL) Form 4?

Transaction code F indicates shares were disposed of to pay an exercise price or tax liability. For Stellar Bancorp, it reflects shares withheld by the issuer to satisfy the President’s tax obligations from vesting restricted stock awards, not discretionary selling.