Stellar Bancorp, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2026-07-01: Form 8-K; Period of report 2026-07-01; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2026-05-27: Form 8-K; Period of report 2026-05-27; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2026-05-20: Form 8-K; Period of report 2026-05-20; Description 8.01 Other Events; Details 8.01.
- 2026-05-20: Form 8-K; Period of report 2026-05-20; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2026-07-01 | 8-K | 2026-07-01 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 On July 1, 2026, Stellar Bancorp, Inc., a Texas corporation (“Stellar”), merged (the “Merger”) with and into Prosperity Bancshares, Inc., a Texas corporation (“Prosperity”), with Prosperity continuing as the surviving corporation (the “Surviving Corporation”) in the Merger pursuant to the Agreement and Plan of Merger, dated as of January 27, 2026 (the “Merger Agreement”), by and between Prosperity and Stellar. 3.01 On June 30, 2026, Stellar notified the New York Stock Exchange (the “NYSE”) of the consummation of the Merger and requested that the NYSE (i) suspend trading of Stellar Common Stock prior to the opening of trading on July 1, 2026, (ii) withdraw Stellar Common Stock from listing on the NYSE prior to the opening of trading on July 1, 2026, and (iii) file with the Securities and Exchange Commission (the “SEC”) notifications of delisting of Stellar Common Stock on Form 25 and deregistration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 As of the Effective Time, each holder of a certificate or book-entry share representing any shares of Stellar Common Stock ceased to have any rights with respect thereto, except the right to receive the consideration as described above and subject to the terms and conditions set forth in the Merger Agreement. 5.01 The information set forth under Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 As of the Effective Time, and pursuant to the terms of the Merger Agreement, Stellar’s directors and executive officers ceased serving as directors and executive officers of Stellar. 5.03 At the Effective Time, the Second Amended and Restated Certificate of Formation and Amended and Restated Bylaws of Stellar ceased to be in effect by operation of law. 8.01 In connection with the closing of the Transactions, Stellar executed a balance sheet repositioning strategy. | d116708d8k.htm |
| 2026-05-27 | 8-K | 2026-05-27 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 27, 2026, Stellar Bancorp, Inc., a Texas corporation (“Stellar”), held a special meeting of shareholders of Stellar (the “Special Meeting”) in connection with the proposed merger of Stellar and Prosperity Bancshares, Inc., a Texas corporation (“Prosperity”), pursuant to the Agreement and Plan of Merger, dated January 27, 2026 (the “Merger Agreement”), by and between Stellar and Prosperity. | d128647d8k.htm |
| 2026-05-20 | 8-K | 2026-05-20 | 8.01 Other Events | 8.01 On May 20, 2026, the Stellar Bancorp, Inc. issued a press release announcing that on May 20, 2026, its Board of Directors declared a quarterly cash dividend in the amount of $0.15 per share of common stock payable on June 26, 2026, to the shareholders of record at the close of business on June 15, 2026. | stel-20260520.htm |
| 2026-05-20 | 8-K | 2026-05-20 | 8.01 Other Events | 8.01 As announced on January 28, 2026, Stellar Bancorp, Inc., a Texas corporation (“Stellar” or the “Company”), entered into an Agreement and Plan of Merger, dated January 27, 2026 (the “Merger Agreement”), with Prosperity Bancshares, Inc., a Texas corporation (“Prosperity”), pursuant to which Stellar will merge with and into Prosperity (the “Merger”), with Prosperity as the surviving corporation in the Merger. | d227903d8k.htm |
| 2026-04-28 | 8-K | 2026-04-28 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On April 28, 2026 Stellar Bancorp, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of 2026. 7.01 The earnings release will be posted on the Company’s website. | stel-20260428.htm |
| 2026-04-22 | 8-K | 2026-04-22 | 8.01 Other Events | 8.01 On April 22, 2026, Stellar Bancorp, Inc., a Texas corporation (“Stellar”), and Prosperity Bancshares, Inc., a Texas corporation (“Prosperity”), issued a joint press release announcing the receipt of a waiver of prior approval from the Federal Reserve Bank of Dallas with respect to the previously announced proposed merger of Stellar with and into Prosperity (the “Merger”) pursuant to the Agreement and Plan of Merger, dated January 27, 2026, by and between Prosperity and Stellar (the “Merger Agreement”), as well as regulatory approvals from each of the Federal Deposit Insurance Corporation and the Texas Department of Banking with respect to the proposed merger of Stellar Bank, Stellar’s wholly owned banking subsidiary, with and into Prosperity Bank, Prosperity’s wholly owned banking subsidiary (the “Bank Merger”), following the Merger. | stel-20260422.htm |
| 2026-04-01 | 8-K | 2026-04-01 | 7.01 Regulation FD Disclosure | 7.01 Redemption of Subordinated Notes. | stel-20260401.htm |
| 2026-02-25 | 8-K | 2026-02-25 | 8.01 Other Events | 8.01 On February 25, 2026, the Stellar Bancorp, Inc. issued a press release announcing that on February 25, 2026, its Board of Directors declared a quarterly cash dividend in the amount of $0.15 per share of common stock payable on March 31, 2026, to the shareholders of record at the close of business on March 16, 2026. | stel-20260225.htm |
| 2026-01-29 | 8-K | 2026-01-27 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm264235d6_8k.htm |
| 2026-01-28 | 8-K | 2026-01-28 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On January 28, 2026, Stellar Bancorp, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter of 2025. 7.01 As a result of today’s announcement that the Company has entered into a merger agreement with Prosperity Bancshares, Inc., the Company has cancelled the previously announced conference call regarding the Company’s fourth quarter results, which was scheduled for Friday, January 30, 2026, at 8:00 a.m. | tm264235d1_8k.htm |
| 2026-01-28 | 8-K | 2026-01-28 | 7.01 Regulation FD Disclosure | 7.01 On January 28, 2026, Stellar Bancorp, Inc., a Texas corporation (“Stellar”), and Prosperity Bancshares, Inc., a Texas corporation (“Prosperity”), issued a joint press release announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 27, 2026, by and between Prosperity and Stellar, pursuant to which, upon the terms and subject to the conditions set forth therein, Stellar will merge with and into Prosperity (the “Merger”), with Prosperity continuing as the surviving corporation in the Merger. | tm264235d2_8k.htm |