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FIVE STAR BANCORP

For the period ended Dec 31, 2025. Filed Feb 27, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 27, 2026

FSBC$44.11+0.8%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number:001-40379

FIVE STAR BANCORP

(Exact name of registrant as specified in its charter)

California(State or other jurisdiction of incorporation or organization) 3100 Zinfandel Drive, Suite 100Rancho Cordova, California (Address of principal executive offices)75-3100966 (I.R.S. Employer Identification No.) 95670 (Zip Code)

(916) 626-5000

(Registrant’s telephone number, including area code)

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

Title of ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par value per shareFSBCThe Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yeso No x

Indicate by check mark whether the registrant (l) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated fileroAccelerated filerx
Non-accelerated fileroSmaller reporting companyo
Emerging growth companyx

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. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Nox

The aggregate market value of the voting and non-voting common equity of the registrant held by non-affiliates as of June 30, 2025 was $477.2 million. As of February 24, 2026, the number of shares outstanding of the registrant’s common stock was 21,376,153.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A for its 2026 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

INDEX

Page
Cautionary Note Regarding Forward-Looking Statements1
PART I3
Item 1.Business3
Item 1A.Risk Factors18
Item 1B.Unresolved Staff Comments39
Item 1C.Cybersecurity40
Item 2.Properties42
Item 3.Legal Proceedings42
Item 4.Mine Safety Disclosures42
PART II43
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities43
Item 6.[Reserved]44
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations44
Item 7A.Quantitative and Qualitative Disclosure About Market Risk73
Item 8.Financial Statements and Supplementary Data75
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure124
Item 9A.Controls and Procedures124
Item 9B.Other Information125
PART III126
Item 10.Directors, Executive Officers and Corporate Governance126
Item 11.Executive Compensation126
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters126
Item 13.Certain Relationships and Related Transactions, and Director Independence127
Item 14.Principal Accountant Fees and Services127
PART IV128
Item 15.Exhibits and Financial Statement Schedules128
SIGNATURES130

i

Glossary of Acronyms, Abbreviations, and Terms

The terms identified below are used in various sections of this Annual Report on Form 10-K, including the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 and the unaudited Consolidated Financial Statements and Notes to the Financial Statements in Item 1 of this Annual Report on Form 10-K.

AAAAccumulated Adjustments AccountFNMAFederal National Mortgage Association
ACLAllowance for Credit LossesGAAPGenerally Accepted Accounting Principles in the U.S.
ASCAccounting Standards CodificationGNMAGovernment National Mortgage Association
ASUAccounting Standards UpdateGSEGovernment Sponsored Entity
BancorpFive Star Bancorp and its subsidiaryICSInsured Cash Sweep®
BankFive Star BankIPOInitial Public Offering
Basel IIIA capital framework and rules for U.S. banking organizationsIRCInternal Revenue Code
BOLIBank-owned Life InsuranceIRSInternal Revenue Service
CDARSCertificate of Deposit Account Registry Service®LMLoan modification made to borrower experiencing financial difficulty
CECLCurrent Expected Credit LossNasdaqThe Nasdaq Stock Market LLC
CFPBConsumer Financial Protection BureauNINet Income
CRACommunity Reinvestment ActNIINet Interest Income
CMEChicago Mercantile ExchangeOCIOther Comprehensive Income
CRECommercial Real EstateOFACOffice of Foreign Assets Control
C&ICommercial & IndustrialOREOOther Real Estate Owned
DFPIDepartment of Financial Protection and InnovationRSARestricted Stock Award
EPSEarnings per ShareROAAReturn on Average Assets, annualized
EVEEconomic Value of EquityROAEReturn on Average Equity, annualized
FASBFinancial Accounting Standards BoardROUARight-of-Use Asset
FDICFederal Deposit Insurance CorporationSBAU.S. Small Business Administration
Federal ReserveBoard of Governors of the Federal Reserve SystemSECSecurities and Exchange Commission
FFIECFederal Financial Institutions Examination CouncilSOFRSecured Overnight Financing Rate
FHLBFederal Home Loan Bank of San FranciscoTreasury DepartmentU.S. Department of the Treasury
FHLMCFederal Home Loan Mortgage Corporation

ii

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