Stellar Bancorp to redeem $30M subordinated notes

Stellar Bancorp, Inc. plans to redeem a portion of its outstanding subordinated debt.

Rhea-AI Filing Summary

Stellar Bancorp, Inc. plans to redeem a portion of its outstanding subordinated debt. The company has given notice of its intent to redeem $30.0 million aggregate principal amount of its $60.0 million 4.70% Fixed-to-Floating Rate Subordinated Notes due 2029.

The redemption price will be 100% of the principal amount redeemed, plus any accrued and unpaid interest up to, but excluding, the anticipated redemption date of October 1, 2025. This action would retire half of this subordinated notes issuance on the stated timetable.

Insights

Bank capital structure analyst

Stellar moves to retire half of a subordinated notes issue.

Stellar Bancorp, Inc. has notified holders it intends to redeem $30.0 million of its $60.0 million 4.70% Fixed-to-Floating Rate Subordinated Notes due 2029. The redemption price is set at 100% of the principal redeemed plus accrued and unpaid interest to, but excluding, the anticipated October 1, 2025 redemption date.

This would reduce the outstanding balance of this specific subordinated debt by half, which may modestly lower future interest expense on this tranche, given its 4.70% fixed-to-floating coupon structure. The filing does not discuss funding sources or broader capital plans, so this event is best viewed as a targeted liability management step based on the disclosed terms.

Investors can track the actual completion and final terms of the redemption around the anticipated October 1, 2025 date, as subsequent disclosures may provide more detail on remaining subordinated debt and any related capital or funding decisions.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt is Stellar Bancorp (STEL) planning to redeem?

Stellar Bancorp intends to redeem $30.0 million aggregate principal amount of its $60.0 million 4.70% Fixed-to-Floating Rate Subordinated Notes due 2029.

What price will Stellar Bancorp (STEL) pay to redeem the subordinated notes?

The redemption price will be 100% of the principal amount of the Notes redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.

When is the anticipated redemption date for Stellar Bancorp’s subordinated notes?

The redemption date for the subordinated notes is anticipated to be October 1, 2025.

How much of Stellar Bancorp’s 4.70% subordinated notes will remain after the planned redemption?

After redeeming $30.0 million, Stellar Bancorp would have $30.0 million of its 4.70% Fixed-to-Floating Rate Subordinated Notes due 2029 remaining outstanding from this issuance.

Does this Stellar Bancorp (STEL) disclosure constitute a filed or furnished item?

The information regarding the subordinated notes redemption is provided under Item 7.01 Regulation FD Disclosure and is expressly stated as furnished, not filed for purposes of Section 18 of the Exchange Act.

Which SEC form did Stellar Bancorp use to disclose the subordinated notes redemption?

Stellar Bancorp disclosed the planned redemption of its subordinated notes in a Form 8-K under Item 7.01 Regulation FD Disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/02/2025 - 04:30 PM Learn about SEC filing dates

0001473844FALSE00014738442025-08-292025-08-29

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): August 29, 2025

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 7.01 Regulation FD Disclosure

Redemption of Subordinated Notes.

On August 29, 2025, Stellar Bancorp, Inc. gave notice of its intent to redeem $30.0 million aggregate principal amount of its $60.0 million 4.70% Fixed-to-Floating Rate Subordinated Notes due 2029 (the “Notes”). The redemption price for the Notes will be equal to 100% of the principal amount of the Notes redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date, anticipated to be October 1, 2025.

In accordance with General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

The following are furnished as exhibits to this Current Report on Form 8-K

Exhibit Number			Description of Exhibit
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 2, 2025			By:			/s/ Paul P. Egge
						Paul P. Egge
						Chief Financial Officer