Stellar Bancorp chair withholds 665 shares for taxes

Stellar Bancorp, Inc. Executive Chairman Steven F. Retzloff reported a small insider transaction related to equity compensation.

Accepted by SEC EDGAR 03/03/2026 - 04:33 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Stellar Bancorp, Inc. Executive Chairman Steven F. Retzloff reported a small insider transaction related to equity compensation. On March 1, 2026, 665 shares of common stock were withheld at $37.66 per share to cover tax obligations on previously reported restricted stock vesting, a tax-withholding disposition rather than an open‑market sale. After this, he directly owned 124,215 common shares, and the filing also notes additional indirect holdings, including shares held by Retzloff Industries, Inc., Retzloff Holdings, LTD., and SF Retzloff Family Limited Partnership, LTD.

Insider Trade Summary

Exercise Price or Tax Liability: 665 shares

Exercise Price or Tax Liability 1 txn

Insider Retzloff Steven F.

Role Executive Chairman

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	665	$37.66	$25K
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 124,215 shares (Direct); Common Stock — 25,531 shares (Indirect, By Retzloff Industries, Inc.); Common Stock — 378,240 shares (Indirect, By Retzloff Holdings, LTD.); Common Stock — 12,598 shares (Indirect, By SF Retzloff Family Limited Partnership, LTD.)

Holdings Before and After: Common Stock, 124,880 to 124,215 shares (Direct)

Footnotes (1)

1. F1. Represents shares withheld to satisfy tax liability for vesting of restricted shares of Common Stock previously reported.

FAQ

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What insider transaction did STEL Executive Chairman Steven Retzloff report?

Steven Retzloff reported a tax-withholding disposition of 665 Stellar Bancorp common shares. The shares were withheld to satisfy taxes on previously vested restricted stock, rather than sold in the open market, and reflect routine equity compensation administration.

At what price were the 665 STEL shares withheld for taxes?

The 665 Stellar Bancorp common shares were withheld at $37.66 per share. This price is used to calculate the value of shares applied toward the tax liability on vested restricted stock that had been previously reported as part of his equity compensation.

How many STEL shares does Steven Retzloff own directly after this filing?

After the tax-withholding disposition, Steven Retzloff directly owns 124,215 shares of Stellar Bancorp common stock. This figure reflects his remaining direct holdings following the 665 shares withheld to cover tax obligations on restricted stock vesting.

Does Steven Retzloff report any indirect ownership of STEL shares?

Yes. The filing reports indirect ownership of Stellar Bancorp shares through entities including Retzloff Industries, Inc., Retzloff Holdings, LTD., and SF Retzloff Family Limited Partnership, LTD., indicating additional holdings managed via affiliated entities rather than held solely in his personal name.

Was this STEL insider transaction a market sale or a tax withholding?

The transaction is classified as a tax-withholding disposition under code F, not a market sale. Shares were withheld by the issuer to pay income taxes due on vesting restricted stock, a common mechanism in stock-based executive compensation plans.

What role does Steven Retzloff hold at Stellar Bancorp, Inc. (STEL)?

Steven Retzloff serves as Executive Chairman and director at Stellar Bancorp, Inc. This position means he is a senior insider, so his equity transactions in company common stock must be reported publicly on Form 4 under U.S. securities regulations.

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Form 4 Insider Transactions: What Each Field Means →

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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)
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		F		665(1)	D	$37.66	124,215	D
Common Stock								25,531	I	By Retzloff Industries, Inc.
Common Stock								378,240	I	By Retzloff Holdings, LTD.
Common Stock								12,598	I	By SF Retzloff Family Limited Partnership, LTD.

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	03/03/2026
	** 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.
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