Stellar Bancorp (STEL) Executive Chairman discloses Form 4 share withholding

Rhea-AI Filing Summary

Stellar Bancorp, Inc. Executive Chairman and director reported a routine insider transaction involving company common stock. On 12/31/2025, 1,323 shares of common stock were withheld at a price of $30.94 per share, identified with transaction code "F" as shares withheld to satisfy tax liability for the vesting of previously reported restricted shares of common stock.

After this tax withholding, the reporting person beneficially owns 124,880 shares directly. In addition, the filing reports indirect ownership of 12,598 shares through SF Retzloff Family Limited Partnership, LTD., 378,240 shares through Retzloff Holdings, LTD., and 25,531 shares through Retzloff Industries, Inc.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Retzloff Steven F.

Role Executive Chairman

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,323	$30.94	$41K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 124,880 shares (Direct); Common Stock — 12,598 shares (Indirect, By SF Retzloff Family Limited Partnership, LTD.)

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^*

Retzloff Steven F.

(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)
	Executive Chairman

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		1,323(1)	D	$30.94	124,880	D
Common Stock								12,598	I	By SF Retzloff Family Limited Partnership, LTD.
Common Stock								378,240	I	By Retzloff Holdings, LTD.
Common Stock								25,531	I	By Retzloff Industries, Inc.

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 on 12/31/2025, the Executive Chairman and director had 1,323 shares of Stellar Bancorp common stock withheld, coded as transaction "F," to satisfy tax liability related to vesting of previously reported restricted shares.

Who is the reporting person in this Stellar Bancorp (STEL) Form 4 and what is their role?

The reporting person is a Director and Officer of Stellar Bancorp, Inc., serving as Executive Chairman, as indicated in the relationship section of the filing.

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

Following the reported tax-withholding transaction, the insider beneficially owns 124,880 shares of Stellar Bancorp common stock directly.

What indirect ownership interests in Stellar Bancorp (STEL) are disclosed in this Form 4?

The filing reports indirect ownership of 12,598 shares through SF Retzloff Family Limited Partnership, LTD., 378,240 shares through Retzloff Holdings, LTD., and 25,531 shares through Retzloff Industries, Inc.

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

The explanation states that the 1,323 shares represent shares withheld to satisfy tax liability for the vesting of restricted shares of common stock that were previously reported, which corresponds to transaction code "F".

Was this Stellar Bancorp (STEL) insider transaction related to a Rule 10b5-1 trading plan?

The form includes a checkbox to indicate if transactions were made under a Rule 10b5-1 plan, but the provided content does not show that box as checked for this transaction.