Stellar Bancorp (STEL) officer settles tax on vested stock with 276 shares

Rhea-AI Filing Summary

Stellar Bancorp, Inc. reported an insider transaction by a Senior Executive Vice President and Chief Risk Officer. On 12/31/2025, the officer had 276 shares of common stock withheld in a transaction coded “F,” meaning the shares were surrendered to cover tax obligations related to previously reported restricted stock that vested.

Following this tax-withholding transaction at a reported price of $30.94 per share, the officer directly beneficially owned 81,224 shares of Stellar Bancorp common stock. The filing indicates the form was submitted for one reporting person and characterizes this as a routine equity compensation and tax-settlement event rather than an open-market trade.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Akin Okan I.

Role Senior Executive VP, CRO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	276	$30.94	$9K

Holdings After Transaction: Common Stock — 81,224 shares (Direct)

Footnotes (1)

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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).

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^*

Akin Okan I.

(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)
	Senior Executive VP, CRO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		F		276(1)	D	$30.94	81,224	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	01/05/2026
	** 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 in this Form 4?

The filing reports that a Senior Executive VP and Chief Risk Officer had 276 shares of Stellar Bancorp common stock withheld in a transaction coded “F” to cover taxes on vested restricted shares.

When did the Stellar Bancorp (STEL) insider transaction occur?

The insider transaction occurred on 12/31/2025, as shown in the non-derivative securities table.

What was the reported price for the Stellar Bancorp (STEL) insider tax-withholding shares?

The 276 shares of common stock withheld for taxes were reported at a price of $30.94 per share.

How many Stellar Bancorp (STEL) shares does the insider own after this transaction?

After the reported tax-withholding transaction, the officer directly beneficially owned 81,224 shares of Stellar Bancorp common stock.

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

Transaction code “F” indicates shares were withheld to satisfy tax liabilities, in this case tied to the vesting of previously reported restricted shares.

Is the reported Stellar Bancorp (STEL) insider transaction an open-market buy or sell?

No. The filing explains that the 276 shares represent shares withheld to cover taxes on vested restricted stock, not an open-market purchase or sale.