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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): January 28, 2026
Stellar
Bancorp, Inc.
(Exact Name
of Registrant as Specified in Charter)
| Texas |
001-38280 |
20-8339782 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
9 Greenway
Plaza, Suite 110
Houston,Texas 77046
(Address
of Principal Executive Offices) (Zip Code)
(713) 210-7600
(Registrant's
telephone number, including area code)
(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:
| ¨ |
Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications 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, par value $0.01 per share |
|
STEL |
|
New York Stock Exchange |
| |
|
|
|
NYSE Texas |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 2.02. Results of Operations
and Financial Condition.
On January
28, 2026, Stellar Bancorp, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter
of 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
In accordance
with General Instruction B.2 to Form 8-K, the information furnished in this Item 2.02 and Exhibit 99.1 of this Current Report on Form
8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 7.01 Regulation FD Disclosure
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. Central Time
(9:00 a.m. Eastern Time).
Item 9.01. Financial Statements and Exhibits.
Exhibits. The following
are furnished as exhibits to this Current Report on Form 8-K:
| Exhibit Number |
|
Description of Exhibit |
| 99.1 |
|
Q4 2025 Earnings Release |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially
different from any future results, performance or achievements anticipated in such statements. Forward-looking statements speak only as
of the date they are made and, except as required by law, the Company does not assume any duty to update forward-looking statements. Such
forward-looking statements include, but are not limited to, statements concerning the Company’s plans, objectives, strategies, expectations,
intentions and other statements that are not statements of historical fact, and may be identified by words such as “anticipates,”
“believes,” “building,” “continue,” “could,” “drive,” “estimates,”
“expects,” “extent,” “focus,” “forecasts,” “goal,” “guidance,”
“intends,” “may,” “might,” “outlook,” “plan,” “position,” “probable,”
“progressing,” “projects,” “prudent,” “seeks,” “should,” “target,”
“view,” “will” or “would” or the negative of these words and phrases or similar words or phrases.
For a list of factors that could cause actual results to differ materially from those set forth in the forward-looking statements, see
the risk factors described in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q
and other reports that are filed with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety
by this cautionary statement.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
STELLAR
BANCORP, INC. |
| |
|
|
| Date: January 28, 2026 |
By: |
/s/ Paul P.
Egge |
| |
|
Paul P. Egge |
| |
|
Chief Financial Officer |
