Stellar Bancorp (NYSE: STEL) CEO has shares withheld for taxes

Rhea-AI Filing Summary

Stellar Bancorp, Inc. director and Chief Executive Officer Robert R. Franklin Jr. reported a routine tax-related share withholding. On the transaction date, 3,837 shares of Common Stock were withheld at $35.51 per share to cover tax liability from vesting of previously reported restricted shares. Following this non-market disposition, he directly holds 418,843 shares of 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^*

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)
03/15/2026

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		3,837(1)	D	$35.51	418,843	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 did Stellar Bancorp (STEL) disclose in this Form 4 filing?

Stellar Bancorp disclosed a routine tax-withholding transaction. CEO Robert R. Franklin Jr. had 3,837 Common Stock shares withheld at $35.51 per share to satisfy tax liabilities from vesting of restricted shares, with remaining direct ownership of 418,843 shares.

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

No, the CEO did not sell shares on the open market. The 3,837 shares of Common Stock were withheld by the company to cover tax obligations tied to vesting restricted stock, a non-market, administrative disposition rather than a voluntary open-market sale.

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

After the tax-withholding transaction, the CEO holds 418,843 shares. These are direct holdings of Stellar Bancorp Common Stock reported as of the transaction date, showing that the withholding affected only a small fraction of his overall equity position.

What is the nature of the Form 4 transaction reported for Stellar Bancorp (STEL)?

The Form 4 reports a tax-withholding disposition coded “F.” This means 3,837 shares of Common Stock were delivered back to the issuer at $35.51 per share to pay tax from restricted stock vesting, not a discretionary buy or sell decision.

Why were Stellar Bancorp (STEL) shares withheld from the CEO?

The shares were withheld to satisfy tax liabilities on vesting restricted stock. When restricted shares vest, taxes are due, and companies often withhold a portion of shares instead of cash, as occurred here with 3,837 Common Stock shares.