FIVE STAR BANCORP 10-K

Item 9A. Controls and Procedures 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. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 120 PART III Item 10. 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 2023 Annual Meeting of Shareholders is incorporated herein by reference. Executive Officers 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 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. Item 11. Executive Compensation 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. Item 12. 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 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. 121 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. (a) 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 — — — Total — $ — 1,519,826 1 Plan approved by shareholders is the Five Star Bancorp 2021 Equity Incentive Plan. Item 13. 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 2023 Annual Meeting of Shareholders is incorporated herein by reference. Item 14. 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. 122 PART IV Item 15. 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. (3) Exhibits Exhibit 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 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 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 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 Filed 23.1 Consent of Moss Adams LLP Filed 123 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002 Filed 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. Item 16. Form 10-K Summary None. 124 SIGNATURES 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 Dated: February 24, 2023 /s/ James E. Beckwith James E. Beckwith President and Chief Executive Officer 125 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 /s/ James E. Beckwith President and Chief Executive Officer and Director February 24, 2023 James E. Beckwith (Principal Executive Officer) /s/ Heather C. Luck Senior Vice President and Chief Financial Officer February 24, 2023 Heather C. Luck (Principal Financial and Accounting Officer) /s/ David J. Lucchetti Chair of the Board and Director February 24, 2023 David J. Lucchetti /s/ Robert T. Perry-Smith Vice Chair of the Board and Director February 24, 2023 Robert T. Perry-Smith /s/ Larry E. Allbaugh Director February 24, 2023 Larry E. Allbaugh /s/ Shannon Deary-Bell Director February 24, 2023 Shannon Deary-Bell /s/ Warren P. Kashiwagi Director February 24, 2023 Warren P. Kashiwagi /s/ Donna L. Lucas Director February 24, 2023 Donna L. Lucas /s/ David F. Nickum Director February 24, 2023 David F. Nickum /s/ Kevin F. Ramos Director February 24, 2023 Kevin F. Ramos /s/ Randall E. Reynoso Director February 24, 2023 Randall E. Reynoso /s/ Judson T. Riggs Director February 24, 2023 Judson T. Riggs /s/ Leigh A. White Director February 24, 2023 Leigh A. White 126