SEC Filing Summary: Five Star Bancorp (FSBC)
Business Context and Reporting Period
This Form 8-K was filed by Five Star Bancorp on November 4, 2025. The registrant is a California corporation with its principal executive offices in Rancho Cordova, California. The Company is an emerging growth company and its common stock trades on The Nasdaq Stock Market LLC under the symbol FSBC.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation arrangements and does not contain financial performance data.
Material Changes
On November 4, 2025, Five Star Bank, the wholly owned banking subsidiary of Five Star Bancorp, entered into Change in Control Agreements with two executive officers:
- Heather Luck, Executive Vice President and Chief Financial Officer.
- Michael Rizzo, Executive Vice President and Chief Banking Officer.
Agreement Terms and Outlook
The Agreements outline severance provisions triggered by a Qualifying Change in Control followed by termination without Cause, death, or Disability, or resignation for Good Reason. Key terms include:
- Severance Payment: 12 months of base salary plus the most recently paid annual cash bonus, payable within 70 days of termination subject to a release of claims.
- Equity Vesting: Outstanding equity awards become fully vested, with time-based conditions satisfied and performance-based conditions deemed satisfied at target levels.
- Excise Tax Reduction: Payments subject to Section 280G/4999 excise tax will be reduced to maximize the executive's after-tax retention.
- Expiration: The Agreements expire on December 31, 2028, if no Qualifying Change in Control occurs.
Key Facts for Investor Verification
- Verify the specific definitions of "Qualifying Change in Control," "Cause," and "Good Reason" in the full text of Exhibit 10.1.
- Confirm the current base salary and most recent annual bonus amounts for Heather Luck and Michael Rizzo to estimate potential liability.
- Review the Company's existing equity incentive plans to understand the impact of accelerated vesting on outstanding awards.
- Monitor for any future filings regarding a Change in Control event that would activate these agreements.