11 unchanged sentences
Other Information
+Added: During the three months ended December 31, 2024, none of our directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
10 unchanged sentences
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.
−Removed: Nominating and Audit Committees
−Removed: 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 2024 Annual Meeting of Shareholders is incorporated herein by reference.
+Added: Nominating, Compensation, and Audit Committees
+Added: For information regarding the Company’s Nominating, Compensation, 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 2025 Annual Meeting of Shareholders is incorporated herein by reference.
+Added: Insider Trading Policies and Procedures
+Added: We have insider trading policies and procedures that govern the purchase, sale, and/or other disposition of the Company’s securities by our directors, officers and employees, and the Company itself, that we believe are reasonably designed to promote compliance by the Company and our directors, officers, and employees with insider trading laws, rules and regulations and the listing standards of Nasdaq.
+Added: A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.
Executive Compensation
7 unchanged sentences
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, 2024.
+Added: Securities Authorized for Issuance Under Equity Compensation Plans
Number of securities to be issued upon exercise of outstanding options, warrants, and rights (b)
47 unchanged sentences
10.1 May 12, 2022
+Added: 19.1 Five Star Bancorp Insider Trading Policy
21.1 Subsidiaries of the Registrant
6 unchanged sentences
Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 97.1 F ive Star Bancorp Clawback Policy
+Added: 97.1 Five Star Bancorp Clawback Policy
+Added: 10-K 001-40379 97.1 February 23, 2024
101 Inline XBRL Interactive Data Filed
13 unchanged sentences
/s/ Heather C.
−Removed: Luck Senior Vice President and Chief Financial Officer February 23, 2024
+Added: Luck Executive Vice President and Chief Financial Officer February 28, 2025
Luck (Principal Financial and Accounting Officer)
13 unchanged sentences
Riggs Director February 28, 2025
−Removed: White Director February 23, 2024
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.