Form 8-K

8-K — FIVE STAR BANCORP

Accession: 0001628280-26-062528

Filed: 2026-09-17

Period: 2026-09-14

CIK: 0001275168

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — fsbc-20260914.htm (Primary)

EX-99.1 (exhibit991-execleadershipc.htm)

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8-K

8-K (Primary)

Filename: fsbc-20260914.htm · Sequence: 1

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0001275168FALSE00012751682026-09-142026-09-14

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 14, 2026

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective September 14, 2026, Five Star Bancorp (the “Company”) appointed Lydia Ramirez to the newly established position of Executive Vice President and Chief External Affairs Officer. Ms. Ramirez previously served as Executive Vice President and Chief Operating Officer of the Company.

In connection with Ms. Ramirez’s transition, effective September 14, 2026, the Company designated Heather Luck, Executive Vice President and Chief Financial Officer, to assume oversight of the Company’s Operations function in addition to her existing responsibilities. Ms. Luck will continue to serve as Executive Vice President and Chief Financial Officer.

The information called for by Items 401(b), 401(d), 401(e) and 404(a) of Regulation S-K with respect to Ms. Luck is set forth in the Company’s Proxy Statement for the 2026 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 30, 2026 (the “Proxy Statement”), which information is incorporated herein by reference, except as supplemented by the information set forth herein. There are no arrangements or understandings between Ms. Luck and any other person pursuant to which she has assumed oversight of the Company’s Operations function. There are no family relationships between Ms. Luck and any director or executive officer of the Company. Except as disclosed in the Proxy Statement, there are no transactions involving Ms. Luck that would require disclosure under Item 404(a) of Regulation S-K. As of the filing of this report, no change has been made to Ms. Luck’s compensation.

Item 7.01 Regulation FD Disclosure

On September 14, 2026, the Company issued a press release announcing the appointment of Ms. Ramirez as Executive Vice President and Chief External Affairs Officer.

A copy of the September 14, 2026 press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Number

Description

99.1

Press Release dated September 14, 2026

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: Executive Vice President and Chief Financial Officer

Date: September 17, 2026

EX-99.1

Filename: exhibit991-execleadershipc.htm · Sequence: 2

Document

PRESS RELEASE

FOR IMMEDIATE RELEASE

September 14, 2026

Five Star Bancorp Deepens Community Commitment with Appointment

of Lydia Ramirez as Chief External Affairs Officer

New executive role places dedicated expertise behind Five Star Bank’s commitment to listen, partner, and respond to communities across California

RANCHO CORDOVA, California – September 14, 2026 – 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 announced the appointment of Lydia Ramirez as Executive Vice President / Chief External Affairs Officer, a newly created role that puts dedicated professional leadership behind the bank’s commitment to community. Ramirez will help ensure local priorities directly inform how Five Star serves clients, invests in partnerships, and grows across California.

Ramirez will lead Five Star’s enterprise-wide external affairs strategy and serve as a direct connection among the bank, its clients, and community partners in current and future markets. Her mandate is clear: listen to local voices, identify evolving needs, and translate those insights into responsive partnerships and meaningful action. The appointment reflects Five Star’s belief that responsible growth begins with understanding—and being accountable to—the communities it serves. This new role follows a string of expansions for Five Star Bank over the past year. Recent expansions to Lodi, Southern California, and Walnut Creek have solidified its growing footprint across the Golden State.

“Our commitment to community must be visible in how we listen, where we invest, and how we act,” said James Beckwith, President and CEO of Five Star. “Creating this role and appointing a trusted professional like Lydia puts expertise, leadership, and accountability behind that commitment. As we continue to expand, Lydia’s banking experience, community relationships, and proven ability to bring people together will help us understand local priorities, respond with purpose, and focus our resources where they can make the greatest impact.”

Ramirez brings nearly two decades of senior-level banking experience in strategic operations, sales management, client advocacy and team leadership, along with deep knowledge of the communities the bank serves. Her board service includes the Sacramento Hispanic Chamber of Commerce, Capital Black Chamber of Commerce, United Way California Capital Region, Valley

Vision, Downtown Sacramento Partnership, Sacramento Food Bank & Family Services and the Sacramento Metropolitan Chamber Political Action Committee (Metro-PAC). She also serves on the advisory boards of the Sacramento State University College of Business Advisory Council and Creciente, a Latinx leadership program.

A 2021 Leadership Sacramento alumna and Class XXVI Senior Fellow of the American Leadership Forum, Ramirez earned bachelor’s degrees in psychology and Spanish from the University of California, Davis, and a Master of Business Administration degree from California State University, Sacramento. She is also a graduate of the California Bankers Association Executive Banking School.

Ramirez has been widely recognized for her leadership, including through honors from the Sacramento Business Journal’s 40 Under 40, Women Who Mean Business and Champions for DE&I; Comstock’s Magazine’s Women in Leadership; the Sacramento Bee’s inaugural Top 25 Latino Change Makers; the Association of Latino Professionals for America’s 50 Most Powerful Latinas; the National Association of Women Business Owners Sacramento Valley Chapter’s Outstanding Women Leaders; the Sac Cultural Hub Media Foundation’s Exceptional Women of Color Award; the Sacramento Hispanic Chamber of Commerce’s Champion Latina Estrella Award; the American Leadership Forum Mountain Valley Chapter’s Exemplary Leaders; and the California Hispanic Chambers of Commerce’s Minerva Empresaria Award.

About Five Star Bancorp

Five Star 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 ten branches in California. For more information, visit https://www.fivestarbank.com.

Special Note Concerning 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 phrases 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, 2025, 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

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