Five Star Bancorp美股招股说明书(2026-02-09版)

Common StockPreferred StockDebt SecuritiesDepositary SharesWarrantsPurchase ContractsPurchase UnitsSubscription RightsUnits We may offer, issue and sell, from time to time up to $300,000,000, together or separately, in one or more offerings, theabove-referenced securities. The securities we may offer may be convertible into or exchangeable for other securities. This prospectusdescribes some of the general terms that may apply to these securities and the general manner in which they may be offered. Each timewe offer any securities pursuant to this prospectus, we will provide you with a prospectus supplement that will describe the specificamounts, prices and terms of the securities being offered and the specific manner in which they may be offered. You should read thisprospectus, the information incorporated by reference in this prospectus, the accompanying prospectus supplement, including anyinformation incorporated by reference therein, and any applicable free writing prospectus carefully before you invest in the securitiesdescribed in the applicable prospectus supplement. Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) and trades under the ticker symbol “FSBC.” We may offer and sell these securities to or through one or more underwriters, dealers and agents, directly to purchasers orthrough a combination of these methods, on a continuous or delayed basis from time to time. See “Plan of Distribution.” The names ofany underwriters, dealers or agents involved in the distribution of our securities, their compensation and any option they hold toacquire additional securities will be described in the applicable prospectus supplement. Net proceeds from the sale of securities will beset forth in the applicable prospectus supplement. Investing in our securities involves certain risks. Before buying our securities, you should carefully consider the risksdescribed under the caption “Risk Factors” beginning on page 2 of this prospectus, any similar section contained in theapplicable prospectus supplement and in any free writing prospectus we have authorized for use in connection with a specificoffering, and under similar headings in the documents incorporated by reference in this prospectus, and in the documentsincluded or incorporated by reference into this prospectus and the accompanying prospectus supplement, including anyinformation incorporated by reference therein. These securities are not deposits, savings accounts or other obligations of any bank or savings association and are notinsured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency and are subject toinvestment risks, including the possible loss of the entire amount you invest. None of the U.S. Securities and Exchange Commission, any state securities commission, the Federal Deposit InsuranceCorporation, the Board of Governors of the Federal Reserve System or any other regulatory body has approved ordisapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is acriminal offense. The date of this prospectus isFebruary 9, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiWHERE YOU CAN FIND MORE INFORMATIONiiiFORWARD-LOOKING STATEMENTSivTHE COMPANY1RISK FACTORS2USE OF PROCEEDS3DESCRIPTION OF SECURITIES WE MAY OFFER4DESCRIPTION OF COMMON STOCK5DESCRIPTION OF PREFERRED STOCK10DESCRIPTION OF DEBT SECURITIES13DESCRIPTION OF DEPOSITARY SHARES26DESCRIPTION OF WARRANTS29DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS31DESCRIPTION OF SUBSCRIPTION RIGHTS32DESCRIPTION OF UNITS33PLAN OF DISTRIBUTION34LEGAL MATTERS37EXPERTS37 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and ExchangeCommission (“SEC”), using a “shelf” registration process. Under this shelf registration statement, we may offer and sell from time totime, separately or together, any combination of our common stock, preferred stock, debt securities, depositary shares, warrants,purchase contracts, purchase units, subscription rights and units in one or more offerings at an aggregate offering price of up to$300,000,000. The preferred stock, debt securities, warrants, purchase contracts, purchase units, subscription rights and units may beconvertible into, or exercisable or exchangeable for, our common or preferred stock or other securities issued by us, or debt or equitysecurities issued by one or more other entities. This prospectus provides you with a general description of the securities we may offer. Each time we offer and sell securities,we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectussupplement may also add, update or change information contained in this prospectus. You should read this prospectus and theapplicable prospectus supplement together with the additional information described under the heading “W