Five Star Bancorp Files 8-K: Material Agreement

TL;DR

FSBC filed an 8-K for a material agreement on 3/27. Details pending.

AI Summary

Five Star Bancorp entered into a Material Definitive Agreement on March 27, 2024. The company also reported other events and filed financial statements and exhibits. The specific details of the agreement and financial information are not fully disclosed in the provided text, but the filing indicates a significant corporate event.

Why It Matters

This filing signals a significant corporate action or agreement by Five Star Bancorp, which could impact its business operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications for the company, but the specific nature and impact are not detailed in the provided excerpt.

Key Players & Entities

• FIVE STAR BANCORP (company) — Registrant
• March 27, 2024 (date) — Date of earliest event reported
• California (location) — State of Incorporation
• 75-3100966 (identifier) — I.R.S. Employer Identification No.
• 3100 Zinfandel Drive, Suite 100, Rancho Cordova, California, 95670 (address) — Principal Executive Offices
• 916-626-5000 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $21.75 — Stock"), at a public offering price of $21.75 per share in an underwritten public off
• $70.2 million — eds of the Offering to be approximately $70.2 million. The Company intends to use the net pro

Filing Documents

• e24153_fsbc-8k.htm (8-K) — 44KB
• e24153_ex1-1.htm (EX-1.1) — 227KB
• e24153_ex5-1.htm (EX-5.1) — 9KB
• e24153_ex99-1.htm (EX-99.1) — 12KB
• e24153_ex99-2.htm (EX-99.2) — 13KB
• e24153001.jpg (GRAPHIC) — 14KB
• e24153002.jpg (GRAPHIC) — 1KB
• 0001552781-24-000216.txt ( ) — 567KB
• fsbc-20240327.xsd (EX-101.SCH) — 3KB
• fsbc-20240327_lab.xml (EX-101.LAB) — 33KB
• fsbc-20240327_pre.xml (EX-101.PRE) — 22KB
• e24153_fsbc-8k_htm.xml (XML) — 4KB

From the Filing

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): March 27, 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 1.01 Entry into a Material Definitive Agreement On March 28, 2024, Five Star Bancorp (the "Company"), a holding company that operates through its wholly owned banking subsidiary, Five Star Bank (the "Bank"), entered into an underwriting agreement (the "Underwriting Agreement") with Keefe, Bruyette & Woods, Inc., as representative of the several underwriters named in Schedule I thereto (collectively, the "Underwriters"), to issue and sell 3,450,000 shares of the Company's common stock, no par value ("Common Stock"), at a public offering price of $21.75 per share in an underwritten public offering (the "Offering"). The offer and sale of shares of Common Stock in the Offering was registered under the Securities Act of 1933, as amended (the "Act"), pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-269533), which was declared effective by the Securities and Exchange Commission on February 13, 2023, as supplemented by the prospectus supplement dated March 28, 2024. As part of the Offering, the Company granted the Underwriters a 30-day option to purchase up to an additional 517,500 shares of Common Stock at the public offering price, less underwriting discounts and commissions. After deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, the Company expects the net proceeds of the Offering to be approximately $70.2 million. The Company intends to use the net proceeds from the Offering for general corporate purposes and to support its continued growth, including through investments in the Bank to pursue growth opportunities, and for working capital. The Offering is expected to close on or about April 2, 2024, subject to satisfaction of customary closing conditions. The Underwriting Agreement contains customary representations, warranties and agreements of the Company, customary conditions to closing, indemnification obligations of the parties, including for liabilities under the Act, and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. Consequently, persons other than the parties to such agreement may not rely upon the representations and warranties in the Underwriting Agreement as characterizations of actual facts or circumstances as of the date of the Underwriting Agreement or as of any other date. The Underwriting Agreement is not intended to provide any other factual information about the Company. The foregoing description is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference. The legal opinion of Covington & Burling

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