Stellar Bancorp (STEL) CEO receives new restricted stock and PSUs

Rhea-AI Filing Summary

Stellar Bancorp, Inc. director and Chief Executive Officer Robert R. Franklin Jr. reported two equity awards of common stock. He acquired 11,038 restricted shares and 16,557 performance share units at a stated price of $0.00 per share as compensatory grants.

The 11,038 restricted shares vest in approximately equal installments on March 1 of 2027, 2028, and 2029, conditioned on continued employment on each vesting date. The 16,557 performance share units are subject to both time-based and performance-based vesting conditions before becoming fully earned.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Franklin Robert R Jr

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	11,038	$0.00	--
Grant/Award	Common Stock	16,557	$0.00	--

Holdings After Transaction: Common Stock — 406,123 shares (Direct)

Footnotes (1)

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

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^*

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)
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		11,038(1)	A	$0	406,123	D
Common Stock	03/01/2026		A		16,557(2)	A	$0	422,680	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 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).
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 Stellar Bancorp (STEL) disclose in this Form 4 filing?

Stellar Bancorp reported equity awards to its CEO. He received 11,038 restricted shares and 16,557 performance share units of common stock as compensation, both recorded at a grant price of $0.00 per share and subject to future vesting conditions.

How many Stellar Bancorp (STEL) shares did the CEO acquire in this transaction?

The CEO acquired a total of 27,595 equity instruments. This includes 11,038 restricted shares of common stock and 16,557 performance share units, both granted as awards rather than open-market purchases and therefore recorded at a grant price of $0.00 per share.

What are the vesting terms for the new Stellar Bancorp (STEL) restricted stock?

The 11,038 restricted shares vest in three roughly equal installments. Vesting occurs on March 1, 2027, March 1, 2028, and March 1, 2029, and each installment requires the executive’s continued employment with Stellar Bancorp on the applicable vesting date.

How do the Stellar Bancorp (STEL) performance share units vest for the CEO?

The 16,557 performance share units vest based on both time and performance conditions. The award will only result in delivered shares if specified time-based requirements and performance hurdles are satisfied, aligning the CEO’s potential shares with company results over the vesting period.

Did the Stellar Bancorp (STEL) CEO buy these shares on the open market?

No, these were compensatory awards, not open-market purchases. The Form 4 shows transaction code “A” and a grant price of $0.00 per share, indicating restricted stock and performance share unit grants rather than cash purchases of Stellar Bancorp common stock.

What is the CEO’s direct ownership in Stellar Bancorp (STEL) after these awards?

After the restricted stock grant, the CEO directly held 406,123 common shares. After the performance share unit award, his total reported direct position increased to 422,680, reflecting the inclusion of the additional 16,557 performance-linked units in the ownership figure.