What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-25 · 94 added, 150 removed, 31 unchanged (89% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the

effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities

Exchange Act of 1934 (the “Exchange Act”), as of December 31, 2021.

In designing and evaluating the disclosure controls

and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide

only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating

and implementing its controls and procedures.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer

concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report

on Form 10-K.

Management’s Report

on Internal Control Over Financial Reporting

report does not include a management’s report regarding internal control over financial reporting due to a transition period

established by rules of the SEC for newly public companies.

in Internal Control over Financial Reporting

was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act)

that occurred during the three months ended December 31, 2021 that has materially affected, or is reasonably likely to materially

affect, such controls.

Report of the Independent Registered Public Accounting Firm

applicable for an emerging growth company.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of December 31, 2022.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating and implementing its controls and procedures.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.

Management’s Report on Internal Control Over Financial Reporting

This annual report does not include a management’s report regarding internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, such controls.

Attestation Report of the Independent Registered Public Accounting Firm

Not applicable for an emerging growth company.

Other Information

February 23, 2022, the Companys board of directors amended and restated the Companys bylaws, clarifying the Companys

voting standards for the election of directors, which is determined by a plurality vote.

The bylaws, as amended and restated, are effective

as of February 23, 2022 and are attached hereto as Exhibit 3.2.

The provisions of the Companys bylaws described herein otherwise

remain unchanged.

Directors, Executive Officers

and Corporate Governance

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

Board of Directors

For information

relating to the Company’s board of directors, the section entitled “Items to be Voted on by Shareholders —Item

1 —Election of Directors” in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders is

incorporated herein by reference.

For information relating to the Company’s board of directors, the section entitled “Items to be Voted on by Shareholders —Item 1 —Election of Directors” in the Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders is incorporated herein by reference.

Executive Officers

information relating to officers of the Company, the section entitled Information About Our Executive Officers in

the Companys Proxy Statement for the 2022 Annual Meeting of Shareholders is incorporated herein by reference.

Delinquent Section 16(a)

For information

regarding compliance with Delinquent Section 16(a) Reports, the section entitled “Stock Information —Delinquent

Section 16(a) Reports” in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders is incorporated

herein by reference.

Disclosure of Code of

For information

concerning the Company’s Code of Conduct, the information contained under the section entitled “Corporate Governance —Code

of Conduct” in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders is incorporated by reference.

For information relating to officers of the Company, the section entitled “Information About Our Executive Officers” in the Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders is incorporated herein by reference.

Delinquent Section 16(a) Reports

For information regarding compliance with Delinquent Section 16(a) Reports, the section entitled “Stock Information —Delinquent Section 16(a) Reports” in the Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders is incorporated herein by reference.

Disclosure of Code of Conduct

For information concerning the Company’s Code of Conduct, the information contained under the section entitled “Corporate Governance —Code of Conduct” in the Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders is incorporated by reference.

A copy of the Code of Conduct is available to shareholders on the Company’s investor relations website at https://investors.fivestarbank.com/corporate-governance/governance-overview .

Nominating and Audit

For information

regarding the Company’s Nominating and Audit Committees, their composition, and the audit committee financial experts, the

section entitled “Corporate Governance —Board Committees” in the Company’s Proxy Statement for

the 2022 Annual Meeting of Shareholders is incorporated herein by reference.

Nominating and Audit Committees

For information regarding the Company’s Nominating and Audit Committees, their composition, and the audit committee financial experts, the section entitled “Corporate Governance —Board Committees” in the Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders is incorporated herein by reference.

Executive Compensation

For information

regarding executive compensation, the sections entitled “Executive Compensation” and “Director Compensation”

in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders are incorporated herein by reference.

Security Ownership of Certain

Beneficial Owners and Management and Related Shareholder Matters

Security Ownership of Certain

Beneficial Owners

required by this item is incorporated herein by reference to the section entitled “Stock Information —Security

Ownership of Certain Beneficial Owners and Management” in the Company’s Proxy Statement for the 2022 Annual Meeting

of Shareholders.

For information regarding executive compensation, the sections entitled “Executive Compensation” in the Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders are incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Security Ownership of Certain Beneficial Owners

Information required by this item is incorporated herein by reference to the section entitled “Stock Information —Security Ownership of Certain Beneficial Owners and Management” in the Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders.

Security Ownership of Management

required by this item is incorporated herein by reference to the section entitled “Stock Information —Security

Ownership of Certain Beneficial Owners and Management” in in the Company’s Proxy Statement for the 2022 Annual

Meeting of Shareholders.

Securities Authorized for Issuance

Under Equity Compensation Plans

The following

table sets forth information about the Company common stock that may be issued upon the exercise of stock options, warrants, and

rights under all the Company’s equity compensation plans as of December 31, 2021.

securities to be issued

upon exercise of

outstanding options,

warrants, and rights

Weighted-average

exercise price of

outstanding options

Number of securities

remaining available

for issuance under

equity compensation

plans (excluding

securities reflected in

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information about the Company common stock that may be issued upon the exercise of stock options, warrants, and rights under all the Company’s equity compensation plans as of December 31, 2022.

Number of securities to be issued upon exercise of outstanding options, warrants, and rights (b)

Weighted-average exercise price of outstanding options (c)

Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plan approved by shareholders 1

— $ — 1,519,826

Equity compensation not approved by shareholders — — —

approved by shareholders include the Five Star Bancorp 2021 Equity Incentive Plan.

Certain Relationships and

Related Transactions, and Director Independence

Relationships and Related Transactions

For information

regarding certain relationships and related transactions, the section entitled “ Other Information —Transactions

with Related Parties” in the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders is incorporated

herein by reference.

Total — $ — 1,519,826

1 Plan approved by shareholders is the Five Star Bancorp 2021 Equity Incentive Plan.

Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions

For information regarding certain relationships and related transactions, the section entitled “ Other Information —Transactions with Related Parties” in the Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders is incorporated herein by reference.

Director Independence

For information

regarding director independence, the section entitled “Corporate Governance —Director Independence” in

the Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders is incorporated herein by reference.

Principal Accountant Fees

For information

regarding the principal accountant fees and expenses, the section entitled “Item 2 —Ratification of Selection of

Independent Registered Public Accounting Firm” in the Company’s Proxy Statement for the 2022 Annual Meeting of

Shareholders is incorporated herein by reference.

Exhibits and Financial Statement

financial statements required in response to this item are incorporated herein by reference

from Part II, Item 8 of this Annual Report on Form 10-K.

financial statement schedules are omitted because they are not required or applicable,

or the required information is shown in the consolidated financial statements or the

notes thereto.

and Restated Articles of Incorporation of Five Star Bancorp

For information regarding director independence, the section entitled “Corporate Governance —Director Independence” in the Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders is incorporated herein by reference.

Principal Accountant Fees and Services

For information regarding the principal accountant fees and expenses, the section entitled “Item 2 —Ratification of Selection of Independent Registered Public Accounting Firm” in the Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders is incorporated herein by reference.

Exhibits and Financial Statement Schedules

(1) The financial statements required in response to this item are incorporated herein by reference from Part II, Item 8 of this Annual Report on Form 10-K.

(2) All financial statement schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.

Number Exhibit Description Incorporated by Reference

Form File No.

Exhibit Filing Date Herewith

3.1 Amended and Restated Articles of Incorporation of Five Star Bancorp

10-Q 001-40379 3.1 June 17, 2021

3.2 Amended and Restated Bylaws of Five Star Bancorp

of Common Stock Certificate of Five Star Bancorp

of 6.0% Fixed-to-Floating Rate Subordinated Note Due 2027

A of Exhibit 10.9

of 5.5% Fixed-to-Floating Rate Subordinated Note Due 2027

A of Exhibit 10.10

10-Q 001-40379 3.2 August 11, 2022

4.1 Form of Common Stock Certificate of Five Star Bancorp

S-1 333-255143 4.1 April 26, 2021

4.2 Form of 6.0% Fixed-to-Floating Rate Subordinated Note Due 2032

8-K 001-40379 Exhibit A of

10.1 August 17, 2022

4.3 Description of Securities

10-K 001-40379 4.4 February 25, 2022

10.1† Form of S Corporation Termination and Tax Sharing Agreement

Star Bancorp 2021 Equity Incentive Plan

S-1 333-255143 10.1 April 9, 2021

10.2* Five Star Bancorp 2021 Equity Incentive Plan

S-1 333-255143 10.4 April 26, 2021

10.3* Form of Restricted Stock Vesting Agreement pursuant to Historical Incentive Plan

S-1 333-255143 10.5 April 9, 2021

10.4 Form of Restricted Stock Vesting Agreement for Executives pursuant to the Five Star Bancorp 2021 Equity Incentive Plan

10-K 001-40379 10.4 February 25, 2022

10.5 Form of Restricted Stock Vesting Agreement for Directors pursuant to the Five Star Bancorp 2021 Equity Incentive Plan

Form of Subordinated Note Purchase Agreement for 6.0% Fixed-to-Floating Rate Subordinated Note Due 2027

of Subordinated Note Purchase Agreement for 5.5 % Fixed-to-Floating Rate Subordinated Note Due 2027

Employment Agreement, dated January 3, 2019, between Five Star Bank and James Beckwith

Star Bank Salary Continuation Agreement, dated September 1, 2007, as amended, between Five Star Bank and James Beckwith

A of Exhibit 10.11

10-K 001-40379 10.5 February 25, 2022

10.6 Form of Subordinated Note Purchase Agreement for 6.0% Fixed-to-Floating Rate Subordinated Notes Due 2032

8-K 001-40379 10.1 August 17, 2022

10.7* Executive Employment Agreement, effective January 3, 2022, between Five Star Bank and James Beckwith

10-Q 001-40379 10.1 May 12, 2022

10.8* Five Star Bank Salary Continuation Agreement, dated September 1, 2007, as amended, between Five Star Bank and James Beckwith

10-Q 001-40379 Exhibit A of

10.1 May 12, 2022

21.1 Subsidiaries of the Registrant

6 unchanged sentences

Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Interactive Data

Page Interactive Data File (embedded within the Inline XBRL document in Exhibit 101)

of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation

S-K Item 601(a)(5).

The Registrant agrees to furnish a copy of all omitted exhibits and

schedules to the SEC upon its request.

contract or compensatory plan, contract, or arrangement.

101 Inline XBRL Interactive Data Filed

104 Cover Page Interactive Data File (embedded within the Inline XBRL document in Exhibit 101) Filed

† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

* Management contract or compensatory plan, contract, or arrangement.

Form 10-K Summary

Pursuant to the requirements of Section

13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FIVE STAR BANCORP

February 24, 2023

President and Chief Executive

Pursuant to the requirements of the

Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

President and Chief Executive Officer and

February 25, 2022

(Principal Executive Officer)

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name Title Date

Beckwith President and Chief Executive Officer and Director February 24, 2023

Beckwith (Principal Executive Officer)

/s/ Heather C.

Senior Vice President and Chief Financial

February 25, 2022

(Principal Financial and Accounting Officer)

Chair of the Board and Director

February 25, 2022

Vice Chair of the Board and Director

February 25, 2022

/s/ Michael D.

February 25, 2022

/s/ Shannon Deary-Bell

February 25, 2022

Luck Senior Vice President and Chief Financial Officer February 24, 2023

Luck (Principal Financial and Accounting Officer)

Lucchetti Chair of the Board and Director February 24, 2023

/s/ Robert T.

Perry-Smith Vice Chair of the Board and Director February 24, 2023

Allbaugh Director February 24, 2023

/s/ Shannon Deary-Bell Director February 24, 2023

Shannon Deary-Bell

/s/ Warren P.

February 25, 2022

/s/ Robert T.

February 25, 2022

Kashiwagi Director February 24, 2023

Lucas Director February 24, 2023

Nickum Director February 24, 2023

Ramos Director February 24, 2023

/s/ Randall E.

February 25, 2022

Reynoso Director February 24, 2023

/s/ Judson T.

Riggs Director February 24, 2023

White Director February 24, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures