Stellar Bancorp, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-12-16: Form 8-K; Period of report 2022-12-13; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
- 2022-11-18: Form 8-K; Period of report 2022-11-17; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events; Details 1.01.
- 2022-10-28: Form 8-K; Period of report 2022-10-28; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2022-10-26: Form 8-K/A; Period of report 2022-10-01; Description 9.01 Financial Statements and Exhibits; Details 9.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-12-16 | 8-K | 2022-12-13 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. | stel-20221213.htm |
| 2022-11-18 | 8-K | 2022-11-17 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 8.01 On November 18, 2022, the Company issued a press release announcing that its Board of Directors declared a quarterly cash dividend in the amount of $0.13 per share of common stock. | stel-20221117.htm |
| 2022-10-28 | 8-K | 2022-10-28 | 2.02 Results of Operations and Financial Condition | 2.02 On October 28, 2022, Stellar Bancorp, Inc., a Texas corporation formerly known as CBTX, Inc. (“CBTX”), issued a press release announcing its financial results for the third quarter 2022. | stel-20221028.htm |
| 2022-10-26 | 8-K/A | 2022-10-01 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial Statements of Business Acquired. | tm2228647d1_8ka.htm |
| 2022-10-03 | 8-K | 2022-10-01 | 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 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; 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics | 2.01 Effective October 1, 2022 (the “Effective Time”), Stellar Bancorp, Inc., a Texas corporation formerly known as CBTX, Inc. (the “Company”), completed its previously announced merger of equals (the “Merger”) with Allegiance Bancshares, Inc. (“Allegiance”), a Texas corporation (“Allegiance”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 5, 2021, by and between the Company and Allegiance. 2.03 In connection with the Merger, as of the Effective Time, the Company assumed Allegiance’s obligations (a) as required by the indentures and certain related agreements with respect to Allegiance’s outstanding trust preferred securities consisting of (i) $7.7 million of its floating rate junior subordinated debt securities due November 8, 2033; and (ii) $3.6 million of its floating rate junior subordinated debt securities due July 7, 2035 (collectively, the “Trust Preferred Securities”); and (b) with respect to Allegiance’s outstanding $60.0 million aggregate principal amount of 4.70% Fixed-to-Floating Rate Subordinated Notes due October 1, 2029 (the “Notes”). 3.03 In connection with the consummation of the Merger, the Company filed its Second Amended and Restated Certificate of Formation of Stellar Bancorp, Inc. with the Secretary of State of the State of Texas, effective as of October 1, 2022 (the “Certificate of Formation”), to, among other things, (i) effect its name change from CBTX, Inc. to Stellar Bancorp, Inc., (ii) increase the number of authorized shares of Company common stock from ninety million (90,000,000) shares to one hundred forty million (140,000,000) shares, and (iii) include provisions governing the terms and classification of, and names of the initial, directors of the Company. 5.01 On October 1, 2022, pursuant to the Merger Agreement, Allegiance merged with and into the Company, with the Company surviving as the surviving corporation. 5.02 At the Effective Time, Robert R. Franklin, Jr., the current Chairman, President and Chief Executive Officer of the Company, was appointed as a director and the Chief Executive Officer of the Company and Executive Chairman of the Combined Bank. 5.03 Information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.05 In connection with the Merger, on October 1, 2022 the Board adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company and its subsidiaries. | tm2227178d1_8k.htm |
| 2022-09-30 | 8-K | 2022-09-30 | 8.01 Other Events | 8.01 On September 30, 2022, CBTX, Inc. (“CBTX”) and Allegiance Bancshares, Inc. (“Allegiance”) issued a joint press release announcing the closing of the merger of equals between Allegiance and CBTX to form Stellar Bancorp, Inc., effective October 1, 2022. | cbtx-20220930x8k.htm |
| 2022-09-26 | 8-K/A | 2022-08-17 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On August 17, 2022, the Audit Committee of the Board of Directors of the Company approved the selection of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, subject to completion by Crowe LLP of its standard client acceptance procedures and execution of an engagement letter. | cbtx-20220817x8ka.htm |
| 2022-09-22 | 8-K | 2022-09-22 | 8.01 Other Events | 8.01 On September 22, 2022, CBTX, Inc. (the “Company”) issued a press release announcing that its Board of Directors authorized a new share repurchase program under which the Company may repurchase up to $40 million of the Company’s common stock beginning after the close of business through September 30, 2023. | cbtx-20220922x8k.htm |
| 2022-09-21 | 8-K | 2022-09-21 | 8.01 Other Events | 8.01 On September 21, 2022, CBTX, Inc. (the “Company”) issued a press release announcing that its Board of Directors declared a quarterly cash dividend in the amount of $0.13 per share of common stock. | cbtx-20220921x8k.htm |
| 2022-09-15 | 8-K | 2022-09-14 | 8.01 Other Events | 8.01 On September 14, 2022, CBTX, Inc. (the “CBTX”) received regulatory approval from the Board of Governors of the Federal Reserve System for the previously announced merger (the “Merger”) of Allegiance Bancshares, Inc. (“Allegiance”) with and into CBTX, with CBTX as the surviving entity pursuant to the terms of the Agreement and Plan of Merger, dated as of November 5, 2021, by and between CBTX and Allegiance (as amended from time to time, the “Merger Agreement”). | tm2225969d1_8k.htm |
| 2022-08-26 | 8-K | 2022-08-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 In connection with the previously disclosed Agreement and Plan of Merger, dated as of November 5, 2021, by and between CBTX, Inc. (“CBTX”) and Allegiance Bancshares, Inc. (“Allegiance”) (as amended from time to time, the “merger agreement”), pursuant to which Allegiance will merge with and into CBTX (the “merger”), with CBTX as the surviving entity (the “combined company”), and after such merger, CommunityBank of Texas, N.A. (“CommunityBank of Texas”), a wholly owned subsidiary of CBTX, will merge with and into Allegiance Bank, a wholly owned subsidiary of Allegiance, with Allegiance Bank as the surviving bank (the “combined bank”), CommunityBank of Texas entered into a new employment agreement with Travis Jaggers (the “Jaggers Employment Agreement”) on August 26, 2022, and CBTX and CommunityBank of Texas entered into a new employment agreement with J. Pat Parsons (the “Parsons Employment Agreement”) on August 26, 2022, in each case, to be effective at the effective time of the merger. | tm2224675d1_8k.htm |
| 2022-08-25 | 8-K | 2022-08-25 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | cbtx-20220825x8k.htm |
| 2022-08-23 | 8-K | 2022-08-17 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 In connection with CBTX, Inc.’s (the “Company”) pending merger with Allegiance Bancshares, Inc., on August 17, 2022, the Audit Committee of the Board of Directors of the Company approved the selection of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 and dismissed Grant Thornton LLP as the Company’s independent registered public accounting firm. | cbtx-20220817x8k.htm |
| 2022-07-28 | 8-K | 2022-07-28 | 7.01 Regulation FD Disclosure | 7.01 On Friday, July 29, 2022 at 8:00 a.m. | cbtx-20220728x8k.htm |
| 2022-07-28 | 8-K | 2022-07-28 | 2.02 Results of Operations and Financial Condition | 2.02 On July 28, 2022, CBTX, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2022. | cbtx-20220728x8k.htm |
| 2022-06-30 | 8-K | 2022-06-29 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 CBTX, Inc. (the “Company”) held its 2022 Annual Meeting of Shareholders on June 29, 2022 (the “2022 Annual Meeting”). | cbtx-20220629x8k.htm |
| 2022-06-16 | 8-K | 2022-06-16 | 8.01 Other Events | 8.01 On June 16, 2022, CBTX, Inc. (the “Company”) issued a press release announcing that its Board of Directors declared a quarterly cash dividend in the amount of $0.13 per share of common stock. | cbtx-20220616x8k.htm |
| 2022-05-25 | 8-K | 2022-05-24 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On May 24, 2022, CBTX, Inc. (the “Company”) held a special meeting of shareholders of CBTX (the “special meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated November 5, 2021 (the “merger agreement”), by and between the Company and Allegiance Bancshares, Inc. (“Allegiance”). 8.01 On May 24, 2022, the Company and Allegiance issued a joint press release announcing that their respective shareholders had voted to approve the merger agreement and that the Company’s shareholders had approved the CBTX certificate restatement proposals and the CBTX incentive plan proposal. | tm2216847d1_8k.htm |
| 2022-05-17 | 8-K | 2022-05-17 | 8.01 Other Events | 8.01 On May 17, 2022, CBTX, Inc. (the “Company”) issued a press release announcing that Stellar Bancorp, Inc. will be the name of the combined company and Stellar Bank will be the name of the combined bank to be created through the merger of equals between the Company and Allegiance Bancshares, Inc. (“Allegiance”). | tm2215766d1_8k.htm |
| 2022-04-28 | 8-K | 2022-04-28 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On Friday, April 29, 2022 at 8:00 a.m. 8.01 The only information contained in this Form 8-K being filed for the purposes of Rule 425 of the Securities Act is the information relating solely to the proposed merger between the Company and Allegiance Bancshares, Inc.(“Allegiance”) furnished herewith as Exhibit 99.1. | cbtx-20220428x8k.htm |
| 2022-04-28 | 8-K | 2022-04-28 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On April 28, 2022, CBTX, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2022. 8.01 The only information contained in this Form 8-K being filed for the purposes of Rule 425 of the Securities Act is the information relating solely to the proposed merger between the Company and Allegiance Bancshares, Inc.(“Allegiance”) contained in the earnings release furnished herewith as Exhibit 99.1. | cbtx-20220428x8k.htm |
| 2022-03-18 | 8-K | 2022-03-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On March 17, 2022, in connection with the previously disclosed Agreement and Plan of Merger, dated as of November 5, 2021, by and between CBTX, Inc. (“CBTX”) and Allegiance Bancshares, Inc. (“Allegiance”) (as amended from time to time, the “merger agreement”), pursuant to which Allegiance will merge with and into CBTX (the “merger”), with CBTX as the surviving entity (the “combined company”), and after such merger, CommunityBank of Texas, N.A. (“CommunityBank of Texas”), a wholly-owned subsidiary of CBTX, will merge with and into Allegiance Bank a wholly-owned subsidiary of Allegiance, with Allegiance Bank as the surviving bank (the “combined bank”), CBTX and CommunityBank of Texas entered into a new employment agreement (the “Franklin employment agreement”) with Robert R. Franklin, Jr., to be effective at the effective time of the merger. 8.01 On March 15, 2022, CBTX agreed with Allegiance to amend the proposed form of amended bylaws contemplated by the merger agreement to include consistent terms relating to shareholders’ ability to amend the bylaws of the combined company after the merger in both the proposed certificate of formation and proposed bylaws of the combined company. | tm229581d1_8k.htm |
| 2022-03-17 | 8-K | 2022-03-17 | 8.01 Other Events | 8.01 On March 17, 2022, CBTX, Inc. (the “Company”) issued a press release announcing that its Board of Directors declared a quarterly cash dividend in the amount of $0.13 per share of common stock. | cbtx-20220317x8k.htm |
| 2022-01-28 | 8-K | 2022-01-28 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On Friday, January 28, 2022 at 8:00 a.m. 8.01 The only information contained in this Form 8-K being filed for the purposes of Rule 425 of the Securities Act of 1933, as amended is the information relating solely to the proposed merger between the Company and Allegiance Bancshares, Inc. furnished herewith as Exhibit 99.1. | cbtx-20220128x8k.htm |
| 2022-01-28 | 8-K | 2022-01-28 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On January 27, 2022, CBTX, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2021. 8.01 The only information contained in this Form 8-K being filed for the purposes of Rule 425 of the Securities Act of 1933, as amended is the information relating solely to the proposed merger between the Company and Allegiance Bancshares, Inc. contained in the earnings release furnished herewith as Exhibit 99.1. | cbtx-20220128x8k.htm |