Business Context and Reporting Period
Company: Five Star Bancorp (FSBC), a holding company operating through its wholly owned subsidiary, Five Star Bank.
Filing Type: Form 8-K (Current Report)
Date of Report: July 22, 2026
Event: Entry into a Material Definitive Agreement for an underwritten public offering of common stock.
Key Financial Metrics and Offering Details
| Metric | Value |
|---|---|
| Shares to be Issued | 2,725,000 shares of Common Stock |
| Public Offering Price | $44.00 per share |
| Over-Allotment Option | Up to 408,750 additional shares (30-day option) |
| Expected Net Proceeds | Approximately $112.9 million (after discounts and expenses) |
| Expected Closing Date | On or about July 24, 2026 |
| Underwriter | Keefe, Bruyette & Woods, Inc. (representative) |
Note: This filing does not provide current revenue, profit, cash flow, margin, debt, or liquidity metrics for the Company. Those figures are referenced in prior 10-K and 10-Q filings.
Material Changes and Use of Proceeds
The primary material change is the execution of an underwriting agreement to raise capital. The Company intends to use the net proceeds for:
- General corporate purposes.
- Supporting continued growth.
- Investments in Five Star Bank to pursue growth opportunities.
- Working capital.
Guidance, Outlook, and Risks
Outlook: The Company anticipates the offering will close on or about July 24, 2026, subject to customary closing conditions. The proceeds are expected to facilitate growth initiatives within the banking subsidiary.
Risks and Contingencies: The filing includes a "Special Note Concerning Forward-Looking Statements," cautioning that actual results may differ materially from expectations due to known and unknown risks. Specific risk factors are detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, and the Quarterly Report on Form 10-Q for the three months ended March 31, 2026. The closing of the offering is contingent upon the satisfaction of customary conditions.
Investor Verification Checklist
- Verify the final closing date and actual net proceeds received after the July 24, 2026 target date.
- Confirm whether the underwriters exercised the 30-day option to purchase the additional 408,750 shares.
- Review the Company's most recent Form 10-K and 10-Q for current liquidity, debt levels, and risk factors not detailed in this 8-K.
- Monitor subsequent filings for the specific allocation of proceeds between general corporate purposes and bank investments.