FIVE STAR BANCORP

DEF 14A 1 def14a-proxy2026.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

¨Preliminary Proxy Statement

¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

¨Definitive Additional Materials

¨Soliciting Material pursuant to §240.14a-12

Five Star Bancorp

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

x No fee required

¨ Fee paid previously with preliminary materials

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

March 30, 2026

Dear Shareholder:

You are cordially invited to attend the 2026 annual meeting of shareholders (the “annual meeting”) of Five Star Bancorp (“we,” “us,” or the “Company”). The annual meeting will be held in person at The Sutter Club, 1220 9th Street, Sacramento, California 95814 on May 21, 2026 at 3:30 p.m. Pacific Time.

Matters to be Voted On

The notice of the annual meeting is enclosed with this letter. The following important documents related to the annual meeting and your ownership of common stock of the Company are available at http://www.edocumentview.com/FSBC:

•Proxy statement

•Proxy card (action required – please complete and return using the instructions on the proxy card)

•Annual Report on Form 10-K for the year ended December 31, 2025

At the annual meeting, shareholders will be asked to vote on the following two proposals, each of which is outlined in the Company’s proxy statement:

1. To elect 10 director nominees to the Company’s board of directors; and

2. To ratify the appointment of Baker Tilly US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

The board of directors unanimously recommends a vote “FOR” each of the 10 director nominees and “FOR” the ratification of the appointment of Baker Tilly US LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

It is important that your shares be represented at the annual meeting whether you plan to attend or not. You can vote your shares online, via telephone, or by completing and returning the proxy card in the enclosed return envelope if the proxy materials were mailed to you. Voting instructions are printed on your proxy card. If you vote online or via telephone, please be prepared to provide the control number from the Notice of Internet Availability of Proxy Materials or proxy card. Please indicate on the proxy card your vote on the matters presented, and sign, date, and return the proxy card using the instructions on the proxy card. If you attend the annual meeting and wish to vote in person, your proxy will be withdrawn at that time.

I sincerely appreciate your support and look forward to seeing you at the annual meeting.

Sincerely,

President and Chief Executive Officer

FIVE STAR BANCORP

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF FIVE STAR BANCORP:

NOTICE IS HEREBY GIVEN that, pursuant to the call of its board of directors, the 2026 annual meeting of shareholders (the “annual meeting”) of Five Star Bancorp (“we,” “us” or the “Company”) will be held in person at The Sutter Club, 1220 9th Street, Sacramento, California 95814 on May 21, 2026 at 3:30 p.m. Pacific Time, for the purpose of considering and voting upon the following matters:

1. Election of Directors: To elect 10 director nominees to the board of directors of the Company to serve until the next annual meeting and until their successors are elected and qualified. The persons nominated by the board of directors to serve as directors are:

2. Auditor: To ratify the appointment of Baker Tilly US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. Other Business: To transact such other business as may properly come before the meeting or any adjournments thereof.

The board of directors has fixed the close of business on March 27, 2026 as the record date for determination of shareholders entitled to notice of, and to vote at, the 2026 annual meeting. A complete list of such shareholders (which includes a list of shareholders’ names, addresses, and shareholdings) is available for inspection at the Company’s executive office during normal business hours. Our principal executive office is located at 3100 Zinfandel Drive, Suite 100, Rancho Cordova, CA 95670. These proxy materials are first being made available to our shareholders on March 30, 2026.

The board of directors unanimously recommends a vote “FOR” each of the 10 director nominees and “FOR” the ratification of the appointment of Baker Tilly US LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

It is important that your shares be represented at the annual meeting whether you plan to attend or not. You can vote your shares online, via telephone, or by completing and returning the proxy card in the enclosed return envelope if the proxy materials were mailed to you. Voting instructions are printed on your proxy card. If you vote online or via telephone, please be prepared to provide the control number from the Notice of Internet Availability of Proxy Materials or proxy card. Please indicate on the proxy card your vote on the matters presented, and sign, date, and return the proxy card using the instructions on the proxy card. If you attend the annual meeting and wish to vote in person, your proxy will be withdrawn at that time.

BY ORDER OF THE BOARD OF DIRECTORS

Heather C. Luck, Executive Vice President and Chief Financial Officer

March 30, 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 21, 2026

The Company’s proxy statement, proxy card, and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 are available at https://investors.fivestarbank.com/financial-information/sec-filings. You may request free copies of our financial materials (Annual Report on Form 10-K and proxy statement) from Five Star Bancorp, 3100 Zinfandel Drive, Suite 100, Rancho Cordova, CA 95670. A request for printed materials must be received by us no fewer than 10 days prior to the date of the annual meeting.

WE URGE YOU TO VOTE IN FAVOR OF THE ITEMS ABOVE BY VOTING ONLINE, VIA TELEPHONE, OR BY COMPLETING AND RETURNING THE PROXY CARD IN THE ENCLOSED RETURN ENVELOPE IF THE PROXY MATERIALS WERE MAILED TO YOU AS PROMPTLY AS POSSIBLE, WHETHER YOU PLAN TO ATTEND THE MEETING IN PERSON OR NOT. THE PROXY CARD IS SOLICITED BY THE BOARD OF DIRECTORS. ANY SHAREHOLDER GIVING A PROXY MAY REVOKE IT PRIOR TO THE TIME IT IS VOTED BY FILING WITH THE SECRETARY OF THE COMPANY A DULY EXECUTED PROXY BEARING A LATER DATE OR AN INSTRUMENT REVOKING THE PROXY, OR BY ATTENDING THE MEETING AND VOTING IN PERSON. PLEASE INDICATE ON THE PROXY CARD WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING SO THAT WE CAN ARRANGE FOR ADEQUATE ACCOMMODATIONS.