8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 3, 2024

FIVE STAR BANCORP

(Exact Name of Registrant as Specified in Charter) 

California	001-40379	75-3100966
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3100 Zinfandel Drive, Suite 100, Rancho Cordova, California, 95670

(Address of Principal Executive Offices, and Zip Code)

(916) 626-5000

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value per share	FSBC	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01    Regulation FD Disclosure

On September 3, 2024, Five Star Bancorp (the "Company") issued a press release announcing the opening of its first full-service office in San Francisco, California. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

This information (including Exhibit 99.1) is being furnished under Item 7.01 hereof and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections and statements of the Company’s beliefs concerning future events, business plans, objectives, expected operating results and the assumptions upon which those statements are based. Forward-looking statements include without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “aim,” “intend,” “plan” or words or phases of similar meaning. The Company cautions that the forward-looking statements are based largely on the Company’s expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond the Company’s control. Such forward-looking statements are based on various assumptions (some of which may be beyond the Company’s control) and are subject to risks and uncertainties, which change over time, and other factors which could cause actual results to differ materially from those currently anticipated. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the Company. If one or more of the factors affecting the Company’s forward-looking information and statements proves incorrect, then the Company’s actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this Current Report on Form 8-K. Therefore, the Company cautions you not to place undue reliance on the Company’s forward-looking information and statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, in each case under the section entitled “Risk Factors,” and other documents filed by the Company with the Securities and Exchange Commission from time to time.

The Company disclaims any duty to revise or update the forward-looking statements, whether written or oral, to reflect actual results or changes in the factors affecting the forward-looking statements, except as specifically required by law.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Number	Description
99.1	Press Release dated September 3, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIVE STAR BANCORP
	By:	/s/ Heather Luck
		Name: Heather Luck
		Title: Senior Vice President and Chief Financial Officer
Date: September 3, 2024

EX-99.1

PRESS RELEASE FOR IMMEDIATE RELEASE September 3, 2024 Five Star Bancorp opens San Francisco office, bringing personalized, concierge banking services to the San Francisco Bay Area Five Star Bank is committed to restoring high-tech, high-touch banking in the San Francisco Bay Area RANCHO CORDOVA, Calif., September 3, 2024 (GLOBE NEWSWIRE) Five Star Bancorp (Nasdaq: FSBC) (“Five Star” or the “Company”), a holding company that operates through its wholly owned banking subsidiary, Five Star Bank, today opened its first full-service office in San Francisco, further demonstrating its commitment to bringing personalized, concierge banking services to the San Francisco Bay Area. The approximately 4,000-square-foot, full-service office is located at 345 California Street, Suite 2875 in San Francisco’s Financial District and will accommodate a seasoned team of banking professionals who provide a full suite of treasury products and services, usually available only through large national and global banks, to meet client banking needs and help protect them from fraud. On September 25, Five Star Bank will host an invitation-only grand-opening reception to celebrate its new office with clients, city officials, business and community leaders and media. “This office opening is the capstone of a series of initiatives including hiring 22 Bay Area banking professionals since 2023. We are very pleased to bring our client-focused, concierge banking services to the San Francisco Bay Area. Our full-service office is open for business and we look forward to welcoming clients for in-person discussions to help them achieve their business goals,” said Five Star Bank President and Chief Executive Officer James Beckwith. “Five Star Bank provides direct access to banking experts in the commercial, nonprofit and venture banking industries, and beyond. There is no substitute for in-person conversations and connectivity, the hallmarks of doing business with Five Star. Five Star’s commitment to the San Francisco Bay Area marks the return of high-tech, high-touch concierge banking and our new San Francisco office serves as a bridge to advancing existing client relationships and developing new relationships as we continue to build our presence and our business in the Bay Area,” said Five Star Bank’s San Francisco Bay Area President DJ Kurtze.

Five Star Bank’s 28th floor San Francisco office features a spacious, open floor plan with abundant natural light and beautiful views of San Francisco and the San Francisco Bay in all directions. IN:SITE Design Build Associates, Inc., provided the office design and renderings, with general contracting services by GCI Contractors and office furniture from CRI, San Francisco. Five Star Bank is a highly respected and trusted banking partner that has earned numerous awards and recognition:  The 2024 Greater Sacramento Economic Council’s Sustainability Award recognizing Five Star Bank’s support of industry growth in the Greater Sacramento region  2023 Raymond James Community Bankers Cup  2023 Piper Sandler’s Sm-All Stars  2023 Independent Banker Top Commercial Banks with More than $1 billion in assets (ranking number 6 in the nation)  The S&P Global Market Intelligence 2023 Top 50 Best-Performing Community Banks in the nation, ranking number 20 (banks with assets between $3 billion and $10 billion)  2024 Bank Director Magazine (RankingBanking), The Best U.S. Banks with assets less than $5 billion, ranking number 5 About Five Star Bancorp Five Star Bancorp is a bank holding company headquartered in Rancho Cordova, California. Five Star operates through its wholly owned banking subsidiary, Five Star Bank. The bank has eight branches in Northern California. For more information visit https://www.fivestarbank.com. Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections, and statements of the Company’s beliefs concerning future events, business plans, objectives, expected operating results, and the assumptions upon which those statements are based. Forward-looking statements include without limitation, any statement that may predict, forecast, indicate, or imply future results, performance, or achievements, and are typically identified with words such as “may”, “could”, “should”, “will”, “would”, “believe”, “anticipate”, “estimate”, “expect”, “aim”, “intend”, “plan” or words or phases of similar meaning. The Company cautions that the forward- looking statements are based largely on the Company’s expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors which are, in many instances, beyond the Company’s control. Such forward-looking statements are based on various assumptions (some of which may be beyond the Company’s control) and are subject to risks and uncertainties, which change over time, and other factors, which could cause actual results to differ materially from those currently anticipated. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the Company. If one or more of the factors affecting the Company’s forward-looking information and statements proves incorrect, then the Company’s actual results,

performance, or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this press release. Therefore, the Company cautions you not to place undue reliance on the Company’s forward-looking information and statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, in each case under the section entitled “Risk Factors,” and other documents filed by the Company with the Securities and Exchange Commission from time to time. The Company disclaims any duty to revise or update the forward-looking statements, whether written or oral, to reflect actual results or changes in the factors affecting the forward-looking statements, except as specifically required by law. Investor Contact: Heather C. Luck, Chief Financial Officer Five Star Bancorp (916) 626-5008 hluck@fivestarbank.com Media Contact: Shelley R. Wetton, Chief Marketing Officer Five Star Bancorp (916) 284-7827 swetton@fivestarbank.com

XML

Cover	Sep. 03, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 03, 2024
Entity Registrant Name	FIVE STAR BANCORP
Entity Incorporation, State or Country Code	CA
Entity File Number	001-40379
Entity Tax Identification Number	75-3100966
Entity Address, Address Line One	3100 Zinfandel Drive, Suite 100
Entity Address, City or Town	Rancho Cordova
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95670
City Area Code	916
Local Phone Number	626-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value per share
Trading Symbol	FSBC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001275168
Amendment Flag	false