STEL insider: 10,961 performance shares forfeited, 1,740 withheld

Rhea-AI Filing Summary

Robert R. Franklin Jr., the Chief Executive Officer and a director of Stellar Bancorp, Inc. (STEL), filed a Form 4 disclosing changes in his beneficial ownership. On 10/01/2025 the filing reports a forfeiture of 10,961 performance shares (disposition at $0) and the withholding of 1,740 restricted shares at a price of $30 to satisfy tax withholding for vesting. After these entries, Mr. Franklin beneficially owns 398,902 shares.

The Form 4 was signed by an attorney-in-fact on 10/03/2025 and was filed as a single reporting person. The filing notes the forfeiture was tied to performance shares that were eligible to vest based on specified financial objectives, and the withheld shares were specifically to meet tax obligations on restricted-share vesting.

Positive

• Reporting person retains a meaningful stake of 398,902 shares after transactions
• Tax withholding of 1,740 shares shows restricted shares vested and were settled

Negative

• Forfeiture of 10,961 performance shares indicates the associated performance objectives were not achieved
• Beneficial ownership reduced by the forfeiture and withholding, lowering the executive's immediate stake

Insights

Corporate Insider & Compensation Analyst

Insider forfeited 10,961 performance shares; 1,740 shares withheld for taxes, leaving 398,902 shares owned.

The forfeiture of 10,961 performance shares indicates the related financial performance objectives were not met or the awards otherwise failed to vest. This reduces the potential upside the executive could have received from those performance awards.

The withholding of 1,740 restricted shares at $30 is a standard tax-withholding action when restricted shares vest; it reduces the reporting person's immediate share count but reflects actual vesting occurred for a separate grant.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Franklin Robert R Jr

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock	10,961	$0.00	--
Tax Withholding	Common Stock	1,740	$30.00	$52K

Holdings After Transaction: Common Stock — 400,642 shares (Direct)

Footnotes (1)

1. Represents forfeiture of performance shares that were eligible to vest based on certain financial performance objectives. Represents shares withheld to satisfy tax liability for 10/01/2025 vesting of restricted shares of Common Stock previously reported.

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).

1. Name and Address of Reporting Person^*

Franklin Robert R Jr

(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)
	Chief Executive Officer

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		D		10,961(1)	D	$0	400,642	D
Common Stock	10/01/2025		F		1,740(2)	D	$30	398,902	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 forfeiture of performance shares that were eligible to vest based on certain financial performance objectives.

2. 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, attorney-in-fact	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.
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 did Robert R. Franklin Jr. report on Form 4 for STEL?

The Form 4 reports a forfeiture of 10,961 performance shares and the withholding of 1,740 restricted shares to satisfy taxes, leaving 398,902 shares beneficially owned.

Why were 10,961 shares reported as disposed of on 10/01/2025 for STEL?

The filing states those 10,961 shares represent a forfeiture of performance shares that were eligible to vest based on certain financial performance objectives.

What does the transaction code F mean for the 1,740 STEL shares?

The filing explains the 1,740 shares were withheld to satisfy tax liability for vesting of restricted shares previously reported, at a price of $30.

How many STEL shares does the reporting person own after these transactions?

After the reported transactions the reporting person beneficially owns 398,902 shares.

When were these changes in STEL ownership reported?

The transactions are dated 10/01/2025 and the Form 4 bears a signature date of 10/03/2025.