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Stellar Bancorp (NYSE: STEL) posts Q1 2026 growth as Prosperity merger advances

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Stellar Bancorp, Inc. reported first quarter 2026 net income of $27.0 million, or $0.53 diluted earnings per share, up from $26.1 million, or $0.51, in the fourth quarter of 2025. Adjusted net income, excluding $3.3 million of acquisition and merger-related expenses, was $29.6 million, or $0.58 per diluted share.

Loans held for investment grew to $7.59 billion, an increase of $287.4 million or 3.94% linked-quarter. Net interest income rose to $105.9 million, and the tax-equivalent net interest margin improved to 4.24%, or 4.10% excluding purchase accounting accretion.

Total assets reached $10.89 billion, while deposits were $8.98 billion. Asset quality remained controlled, with nonperforming assets at $70.1 million, or 0.64% of total assets, and an allowance for credit losses on loans of 1.13% of total loans.

The company redeemed the remaining $30 million of its fixed-to-floating rate subordinated notes on April 1, 2026. Stellar also highlighted progress on its proposed merger with Prosperity Bancshares, Inc., noting receipt of all required regulatory approvals and a shareholder meeting set for May 27, 2026 to consider the transaction.

Positive

  • None.

Negative

  • None.

Insights

Stellar posts steady Q1 growth while preparing for Prosperity merger.

Stellar Bancorp delivered modest quarterly improvement with net income of $27.0 million and diluted EPS of $0.53, slightly above the prior quarter. Core profitability looked stronger on an adjusted basis, with net income of $29.6 million and EPS of $0.58 excluding merger-related costs.

Loan growth of $287.4 million to $7.59 billion and a higher tax-equivalent net interest margin of 4.24% (or 4.10% excluding purchase accounting accretion) underpin the earnings trend. Asset quality metrics remain manageable, with nonperforming assets at 0.64% of total assets and an allowance for credit losses of 1.13% of total loans.

On capital and funding, total assets reached $10.89 billion and deposits were $8.98 billion. The redemption of $30 million of subordinated notes modestly simplifies the capital stack. Strategically, the pending merger with Prosperity Bancshares—all regulatory approvals received and a shareholder vote scheduled for May 27, 2026—is the next key milestone, with closing expected on or about July 1, 2026 subject to shareholder approval and customary conditions.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
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, and exhibit attachments filed with this report.
Net income Q1 2026 $27.0 million Compared to $26.1 million in Q4 2025
Diluted EPS Q1 2026 $0.53 per share Up from $0.51 in Q4 2025
Adjusted diluted EPS Q1 2026 $0.58 per share Excludes $3.3 million merger-related expenses
Loans held for investment $7.59 billion As of March 31, 2026; up $287.4 million from December 31, 2025
Net interest income $105.9 million Q1 2026; up from $103.4 million in Q4 2025
Net interest margin (tax equivalent) 4.24% Q1 2026; 4.10% excluding purchase accounting accretion
Total assets $10.89 billion As of March 31, 2026
Nonperforming assets ratio 0.64% Nonperforming assets to total assets at March 31, 2026
net interest margin financial
"The tax equivalent net interest margin was 4.24% for the first quarter of 2026 compared to 4.21% for the fourth quarter of 2025."
Net interest margin measures how much a bank earns from lending and investing compared with what it pays for funding, expressed as a percentage of its interest-earning assets. Think of it like a grocery store’s markup: it shows the gap between buying cost and selling price per dollar of goods — here, the cost is interest paid and the sale is interest received. Investors watch it because a higher margin usually means a bank is more profitable and better at managing interest rate and credit conditions.
purchase accounting adjustments financial
"The tax equivalent net interest margin, excluding Purchase Accounting Adjustments (“PAA”), was 4.10%(1) for the first quarter of 2026."
Purchase accounting adjustments are one-time changes made to a company’s financial statements after it buys another business, reallocating the purchase price to the acquired assets and liabilities at their fair values. Like re-appraising a house and its contents after a sale, these adjustments can shift reported assets, liabilities and future profit figures, so investors watch them because they affect balance sheets, reported earnings and comparisons with past performance.
allowance for credit losses financial
"The allowance for credit losses on loans as a percentage of total loans was 1.13% at March 31, 2026."
Allowance for credit losses is a reserve set aside by a financial institution to cover potential losses from borrowers who may not repay their loans. It acts like a safety net, helping the institution prepare for loans that might turn sour. For investors, it signals how cautious the institution is about the quality of its loans and potential risks to its financial health.
nonperforming assets financial
"Nonperforming assets totaled $70.1 million, or 0.64% of total assets, at March 31, 2026."
Nonperforming assets are loans or investments that are not generating expected payments or returns because the borrower has fallen behind on payments or the investment has lost value. They matter to investors because a high level of nonperforming assets can indicate financial trouble for a bank or institution, potentially affecting its stability and profitability.
efficiency ratio financial
"The efficiency ratio was 63.27%(1) for the first quarter of 2026 compared to 61.64%(1) for the fourth quarter of 2025."
A measure of how much a company spends to produce each dollar of revenue, usually shown as operating expenses divided by revenue and expressed as a percentage. Think of it as a household’s budget: a lower percentage means more of each dollar earned stays as profit, while a higher number means costs are eating into returns. Investors use it to judge cost control and compare how efficiently companies turn revenue into earnings, especially in banks and financial firms.
Agreement and Plan of Merger regulatory
"On January 27, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Prosperity Bancshares, Inc."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Net income $27.0 million
Diluted EPS $0.53
Net interest income $105.9 million
Net interest margin (tax equivalent) 4.24%
0001473844FALSE00014738442026-04-282026-04-28

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): April 28, 2026
Stellar Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
Texas001-3828020-8339782
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)
9 Greenway Plaza, Suite 110  
HoustonTexas 77046
(Address of Principal Executive Offices) (Zip Code)
(713210-7600
(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:
SWritten 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 shareSTEL 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 April 28, 2026 Stellar Bancorp, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of 2026. A copy of the press release is furnished as Exhibit 99.1 hereto, respectively, and incorporated herein by reference.

In accordance with General Instruction B.2 to Form 8-K, the information furnished in this Item 2.02, Exhibit 99.1 of this Current Report on Form 8-K 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 of 1933, as amended, (the ”Securities Act”), except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure

The earnings release will be posted on the Company’s website. The earnings release and presentation materials are attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01, including Exhibit 99.2 of this Current Report on Form 8-K 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.

Exhibits. The following are furnished as exhibits to this Current Report on Form 8-K:
Exhibit NumberDescription of Exhibit
99.1
Q1 2026 Earnings Release
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
Forward-Looking Statements

This press release contains statements regarding the proposed transaction between Prosperity and Stellar; future financial and operating results; benefits and synergies of the proposed transaction; future opportunities for Prosperity; the issuance of common stock of Prosperity contemplated by the Merger Agreement; the expected timing of the closing of the proposed transaction contemplated by the Merger Agreement; the ability of the parties to complete the proposed transaction considering the various closing conditions and any other statements about future expectations that constitute forward-looking statements within the meaning of the federal securities laws, including the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, oral or written forward-looking statements may also be included in other information released to the public. Such forward-looking statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “goal,” “guidance,” “intend,” “is anticipated,” “is expected,” “is intended,” “objective,” “plan,” “projected,” “projection,” “will affect,” “will be,” “will continue,” “will decrease,” “will grow,” “will impact,” “will increase,” “will incur,” “will reduce,” “will remain,” “will result,” “would be,” variations of such words or phrases (including where the word “could,” “may,” or “would” is used rather than the word “will” in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective . Forward-looking statements include all statements other than statements of historical fact, including forecasts or trends, and are based on current expectations, assumptions, estimates, and projections about Prosperity, Stellar and their respective subsidiaries or related to the proposed transaction between Prosperity and Stellar and are subject to significant risks and uncertainties that could cause actual results to differ materially from the results expressed in such statements.

These forward-looking statements may include information about Prosperity’s and Stellar’s possible or assumed future economic performance or future results of operations, including future revenues, income, expenses, provision for loan losses, provision for taxes, effective tax rate, earnings per share and cash flows and Prosperity’s and Stellar’s future capital expenditures and dividends, future financial condition and changes therein, including changes in Prosperity’s and Stellar’s loan portfolio and allowance for loan losses, future capital structure or changes therein, as well as the plans and objectives of management for Prosperity’s and Stellar’s future operations, future or proposed acquisitions, the future or expected effect of acquisitions on Prosperity’s and Stellar’s operations, results of operations, financial condition, and future



economic performance, statements about the anticipated benefits of the proposed transaction, and statements about the assumptions underlying any such statement.
These forward-looking statements are not guarantees of future performance and are based on expectations and assumptions Prosperity and Stellar currently believe to be valid. Because forward-looking statements relate to future results and occurrences, many of which are outside of the control of Prosperity and Stellar, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Many possible events or factors could adversely affect the future financial results and performance of Prosperity, Stellar or the combined company and could cause those results or performance to differ materially from those expressed in or implied by the forward-looking statements. Such risks and uncertainties include, among others: (1) the risk that the cost savings and synergies from the proposed transaction may not be fully realized or may take longer than anticipated to be realized, (2) disruption to Prosperity’s and Stellar’s businesses as a result of the announcements and pendency of the proposed transaction, (3) the risk that the integration of Stellar’s businesses and operations into Prosperity will be materially delayed or will be more costly or difficult than expected, or that Prosperity is otherwise unable to successfully integrate Stellar’s business into its own, including as a result of unexpected factors or events, (4) the failure to obtain the necessary approval by the shareholders of Stellar, (5) reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the proposed transaction, (6) the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing the proposed transaction or the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (7) the dilution caused by the issuances of additional shares of Prosperity’s common stock in the proposed transaction, (8) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (9) the outcome of any legal or regulatory proceedings that may be currently pending or later instituted against Prosperity before or after the proposed transaction, or against Stellar, (10) diversion of management’s attention from ongoing business operations and (11) general competitive, economic, political and market conditions and other factors that may affect future results of Prosperity and Stellar. Prosperity and Stellar disclaim any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. These and various other risks, uncertainties, assumptions, and factors are discussed in the Annual Reports on Form 10-K for the year ended December 31, 2025, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, filed by Prosperity or Stellar and in other filings made by Prosperity and Stellar with the Securities and Exchange Commission (the “SEC”) from time to time.

Additional Information about the Transaction and Where to Find It

In connection with the proposed transaction, Prosperity has filed with the SEC a registration statement (the “Registration Statement”) on Form S-4 (File No. 333-294882) to register the shares of Prosperity common stock to be issued to the shareholders of Stellar in connection with the proposed transaction. The Registration Statement includes a prospectus of Prosperity and a proxy statement of Stellar included therein (the “proxy statement/prospectus”), which will be sent to the shareholders of Stellar in connection with the proposed transaction. The Registration Statement was declared effective on April 21, 2026, at which time Prosperity filed a final prospectus and Stellar filed a definitive proxy statement. The mailing of the proxy statement/prospectus to Stellar shareholders commenced on or about April 23, 2026. This communication is not a substitute for the Registration Statement, the proxy statement/prospectus or any other document that may be filed by Prosperity or Stellar with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain the Registration Statement and the proxy statement/prospectus and other documents that are filed with the SEC by Prosperity or Stellar, as applicable, free of charge from the SEC’s website at https://www.sec.gov or through the investor relations section of Prosperity’s website at https://www.prosperitybankusa.com/investor-relations/ or Stellar’s website at https://ir.stellar.bank.

Participants in the Solicitation

Prosperity, Stellar and certain of their directors and executive officers and other employees may be deemed to be participants in the solicitation of proxies from Stellar’s shareholders in connection with the proposed transaction. Information about the directors and executive officers of Prosperity and their ownership of Prosperity common stock is contained in the definitive proxy statement for Prosperity’s 2026 annual meeting of shareholders (the “Prosperity Annual Meeting Proxy Statement”), which was filed with the SEC on March 16, 2026, including under the headings “Item 1. Election of Directors,” “Corporate Governance,” “Executive Compensation and Other Matters,” “Item 3. Advisory Vote on Executive Compensation,” and “Beneficial Ownership of Common Stock by Management of the Company and Principal Shareholders.” Information about the directors and executive officers of Stellar and their ownership of Stellar common stock is contained in Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2025 of Stellar (the “Stellar 10-K/A”), which was filed with the SEC on April 17, 2026. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of Stellar in



connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, is included in the proxy statement/prospectus relating to the proposed transaction filed with the SEC. To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information printed in the Prosperity Annual Meeting Proxy Statement or the Stellar 10-K/A, such information has been or will be reflected on Statements of Change in Ownership on Forms 3 and 4 filed with the SEC, as applicable. Free copies of the proxy statement/prospectus relating to the proposed transaction and free copies of the other SEC filings to which reference is made in this paragraph may be obtained from the SEC’s website at https://www.sec.gov or through the investor relations section of Prosperity’s website at https://www.prosperitybankusa.com/investor-relations/ or Stellar’s website at https://ir.stellar.bank.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, invitation, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law.



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: April 28, 2026By:/s/ Paul P. Egge
Paul P. Egge
Chief Financial Officer



Exhibit 99.1
imagea.jpg
PRESS RELEASE                    
STELLAR BANCORP, INC. REPORTS
FIRST QUARTER 2026 RESULTS

HOUSTON, April 28, 2026 - Stellar Bancorp, Inc. (the “Company” or “Stellar”) (NYSE: STEL) today reported net income of $27.0 million, or diluted earnings per share of $0.53, for the first quarter of 2026, compared to net income of $26.1 million, or diluted earnings per share of $0.51, for the fourth quarter of 2025.

“We are pleased to announce Stellar Bancorp’s first quarter results, building on the momentum that began in the second half of last year,” said Robert R. Franklin, Jr., Chief Executive Officer of Stellar Bancorp, Inc. “During the quarter, we grew our loan portfolio and expanded our net interest margin, driving improved core earnings for our shareholders. These results underscore the strength of our franchise and provide a strong foundation as we move forward with our proposed combination with Prosperity Bancshares.”

“We have received the required regulatory approvals and have scheduled a special meeting of shareholders for May 27, 2026 to consider the proposed transaction,” Franklin added. “Integration planning and consolidation discussions are progressing, and we believe the combination positions us to create a Texas banking platform with scale, enhanced capabilities and long‑term value. Our markets remain resilient, and we are optimistic about the opportunities ahead,” Franklin concluded.

Financial Highlights

Loan Growth: During the first quarter, loans held for investment increased $287.4 million, representing linked-quarter growth of 3.94%, or 16.0% annualized.

Strong Net Interest Income and Margin: Net interest income was $105.9 million for the first quarter of 2026 up from $103.4 million for the fourth quarter of 2025. The tax equivalent net interest margin was 4.24% for the first quarter of 2026 compared to 4.21% for the fourth quarter of 2025. The tax equivalent net interest margin, excluding Purchase Accounting Adjustments (“PAA”), was 4.10%(1) for the first quarter of 2026 compared to 4.06%(1) for the fourth quarter of 2025.

Earnings Growth: Net income for the first quarter of 2026 was $27.0 million, or diluted earnings per share of $0.53, which is up from $26.1 million, or diluted earnings per share of $0.51, for the fourth quarter of 2025. Excluding acquisition and merger-related expenses, adjusted net income was $29.6 million(1), or diluted earnings per share of $0.58, for the first quarter of 2026.

Paydown of Subordinated Notes: On April 1, 2026, the Company redeemed the remaining $30 million of its Fixed-to-Floating Rate Subordinated Notes outstanding as of March 31, 2026.
Three Months Ended
20262025
March 31December 31September 30June 30March 31
(Dollars in thousands)
Net interest income$105,931 $103,383 $100,644 $98,335 $99,258 
Pre-tax, pre-provision income(1)
$35,877 $36,733 $32,488 $34,122 $34,597 
Acquisition and merger-related expense3,307 — — — — 
Adjusted pre-tax, pre-provision income(1)
$39,184 $36,733 $32,488 $34,122 $34,597 
Net income$26,966 $26,148 $25,670 $26,352 $24,702 
Acquisition and merger-related expense, net of tax2,613 — — — — 
Adjusted net income(1)
$29,579 $26,148 $25,670 $26,352 $24,702 
____________
(1)    Refer to the calculation of this non-GAAP financial measure on pages 11 and 12 of this earnings release.


1



Three Months Ended
20262025
March 31December 31September 30June 30March 31
(Dollars in thousands, except per share data)
Earnings per share, diluted$0.53 $0.51 $0.50 $0.51 $0.46 
Adjusted earnings per share, diluted(1)
$0.58 $0.51 $0.50 $0.51 $0.46 
Net interest margin (tax equivalent)4.24%4.21%4.20%4.18%4.20%
Net interest margin (tax equivalent) excluding PAA(1)
4.10%4.06%4.00%3.95%3.97%
Loans held for investment$7,587,952 $7,300,591 $7,167,857 $7,287,347 $7,283,133 

Merger Agreement with Prosperity Bancshares, Inc.

On January 27, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Prosperity Bancshares, Inc., a Texas corporation (“Prosperity”). The Merger Agreement provides that, upon the terms and subject to the conditions set
forth therein, the Company will merge with and into Prosperity (the “Merger”), with Prosperity continuing as the surviving corporation in the Merger. Immediately following the Merger, Stellar Bank will merge with and into Prosperity’s wholly owned banking subsidiary, Prosperity
Bank (the “Bank Merger”). Prosperity Bank will continue as the surviving bank in the Bank Merger. Upon the terms and subject to the
conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of the Company (“Stellar Common Stock”) outstanding immediately prior to the Effective Time, other than certain
shares held by Prosperity or the Company and shares held by a holder of Stellar Common Stock who has properly exercised applicable dissenters’ rights in respect of such share, will be converted into the right to receive (i) 0.3803 shares of common stock, par value $1.00 per share, of Prosperity and (ii) an amount in cash equal to $11.36. On April 22, 2026, the Company and Prosperity announced the receipt of all regulatory approvals necessary to complete the merger. The closing of the Merger is expected to occur on or about July 1, 2026, subject to receipt of approval of the Company’s shareholders and satisfaction of customary closing conditions.

First Quarter 2026 Results

Net interest income in the first quarter of 2026 increased $2.5 million, or 2.5%, to $105.9 million from $103.4 million for the fourth quarter of 2025. The net interest margin on a tax equivalent basis increased to 4.24% for the first quarter of 2026 from 4.21% for the fourth quarter of 2025. The increase in net interest income from the prior quarter was primarily due to the increase in average securities, as a result of short-term investments made to support public funds seasonality during the quarter, and the yield on securities. Net interest income for the first quarter of 2026 benefited from $3.6 million of income from PAA compared to $3.8 million in the fourth quarter of 2025. Excluding PAA, net interest income (tax equivalent) for the first quarter of 2026 would have been $102.5 million(1) and the tax equivalent net interest margin would have been 4.10%(1).

Noninterest income for the first quarter of 2026 was $5.1 million, a decrease of $398 thousand, or 7.2%, compared to $5.5 million for the fourth quarter of 2025. Noninterest income decreased in the first quarter of 2026 compared to the fourth quarter of 2025 primarily due to a death benefit on bank-owned life insurance received during the fourth quarter of 2025.

Noninterest expense for the first quarter of 2026 increased $3.0 million, or 4.2%, to $75.2 million compared to $72.2 million for the fourth quarter of 2025. The increase in noninterest expense during the first quarter of 2026 compared to the fourth quarter of 2025 was primarily due to acquisition and merger-related expenses of $3.3 million related to the pending Merger with Prosperity.

The efficiency ratio was 63.27%(1) for the first quarter of 2026 compared to 61.64%(1) for the fourth quarter of 2025. When adjusted for acquisition and merger-related expenses, the efficiency ratio for the first quarter of 2026 was 60.29%(1). Annualized returns on average assets, average equity and average tangible equity were 0.98%, 6.51% and 11.23%(1) for the first quarter of 2026, respectively, compared to 0.97%, 6.23% and 10.90%(1) for the fourth quarter of 2025, respectively. When adjusted for acquisition and merger-related expenses, annualized returns on average assets, average equity and average tangible equity were 1.08%(1), 7.14%(1) and 12.18%(1) for the first quarter of 2026, respectively.

Financial Condition

Total assets at March 31, 2026 were $10.89 billion, an increase of $82.8 million compared to $10.81 billion at December 31, 2025. The increase in total assets was largely due to an increase in loans and interest-bearing deposits at other financial institutions partially offset by a decrease in securities.

____________
(1)    Refer to the calculation of this non-GAAP financial measure on pages 11 and 12 of this earnings release.


2



Total loans at March 31, 2026 increased $287.4 million to $7.59 billion compared to $7.30 billion at December 31, 2025. At March 31, 2026, the remaining balance of the PAA on loans was $50.7 million.

Total deposits at March 31, 2026 decreased $39.5 million to $8.98 billion compared to $9.02 billion at December 31, 2025 primarily due to the decrease in noninterest-bearing deposits.

Asset Quality

Nonperforming assets totaled $70.1 million, or 0.64% of total assets, at March 31, 2026, compared to $60.0 million, or 0.56% of total assets, at December 31, 2025. The allowance for credit losses on loans as a percentage of total loans was 1.13% at March 31, 2026 compared to 1.15% at December 31, 2025.

The provision for credit losses was $2.5 million for the first quarter of 2026 compared to $5.1 million for the fourth quarter of 2025. Net charge-offs for the first quarter of 2026 were $1.4 million, or 0.07% (annualized) of average loans, compared to net charge-offs of $71 thousand for the fourth quarter of 2025.

GAAP Reconciliation of Non-GAAP Financial Measures

Stellar’s management uses certain non-GAAP financial measures to evaluate its performance. Please refer to the GAAP Reconciliation and
Management’s Explanation of Non-GAAP Financial Measures on pages 11 and 12 of this earnings release for a reconciliation of these non-GAAP financial measures.

About Stellar Bancorp, Inc.

Stellar Bancorp, Inc. is a bank holding company headquartered in Houston, Texas. Stellar’s principal banking subsidiary, Stellar Bank, provides a diversified range of commercial banking services primarily to small- to medium-sized businesses and individual customers across Houston, Dallas, Beaumont and surrounding communities in Texas.

Investor Relations
ir@stellar.bank

Forward-Looking Statements

This press release contains statements regarding the proposed transaction between Prosperity and Stellar; future financial and operating results; benefits and synergies of the proposed transaction; future opportunities for Prosperity; the issuance of common stock of Prosperity contemplated by the Merger Agreement; the expected timing of the closing of the proposed transaction contemplated by the Merger Agreement; the ability of the parties to complete the proposed transaction considering the various closing conditions and any other statements about future expectations that constitute forward-looking statements within the meaning of the federal securities laws, including the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, oral or written forward-looking statements may also be included in other information released to the public. Such forward-looking statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “goal,” “guidance,” “intend,” “is anticipated,” “is expected,” “is intended,” “objective,” “plan,” “projected,” “projection,” “will affect,” “will be,” “will continue,” “will decrease,” “will grow,” “will impact,” “will increase,” “will incur,” “will reduce,” “will remain,” “will result,” “would be,” variations of such words or phrases (including where the word “could,” “may,” or “would” is used rather than the word “will” in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective . Forward-looking statements include all statements other than statements of historical fact, including forecasts or trends, and are based on current expectations, assumptions, estimates, and projections about Prosperity, Stellar and their respective subsidiaries or related to the proposed transaction between Prosperity and Stellar and are subject to significant risks and uncertainties that could cause actual results to differ materially from the results expressed in such statements.

These forward-looking statements may include information about Prosperity’s and Stellar’s possible or assumed future economic performance or future results of operations, including future revenues, income, expenses, provision for loan losses, provision for taxes, effective tax rate, earnings per share and cash flows and Prosperity’s and Stellar’s future capital expenditures and dividends, future financial condition and changes therein, including changes in Prosperity’s and Stellar’s loan portfolio and allowance for loan losses, future capital structure or changes therein, as well as the plans and objectives of management for Prosperity’s and Stellar’s future operations, future or proposed acquisitions, the future or expected effect of acquisitions on Prosperity’s and Stellar’s operations, results of operations, financial condition, and future economic performance, statements about the anticipated benefits of the proposed transaction, and statements about the assumptions underlying any such statement.
These forward-looking statements are not guarantees of future performance and are based on expectations and assumptions Prosperity and Stellar currently believe to be valid. Because forward-looking statements relate to future results and occurrences, many of which are outside


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of the control of Prosperity and Stellar, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Many possible events or factors could adversely affect the future financial results and performance of Prosperity, Stellar or the combined company and could cause those results or performance to differ materially from those expressed in or implied by the forward-looking statements. Such risks and uncertainties include, among others: (1) the risk that the cost savings and synergies from the proposed transaction may not be fully realized or may take longer than anticipated to be realized, (2) disruption to Prosperity’s and Stellar’s businesses as a result of the announcements and pendency of the proposed transaction, (3) the risk that the integration of Stellar’s businesses and operations into Prosperity will be materially delayed or will be more costly or difficult than expected, or that Prosperity is otherwise unable to successfully integrate Stellar’s business into its own, including as a result of unexpected factors or events, (4) the failure to obtain the necessary approval by the shareholders of Stellar, (5) reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the proposed transaction, (6) the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing the proposed transaction or the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (7) the dilution caused by the issuances of additional shares of Prosperity’s common stock in the proposed transaction, (8) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (9) the outcome of any legal or regulatory proceedings that may be currently pending or later instituted against Prosperity before or after the proposed transaction, or against Stellar, (10) diversion of management’s attention from ongoing business operations and (11) general competitive, economic, political and market conditions and other factors that may affect future results of Prosperity and Stellar. Prosperity and Stellar disclaim any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. These and various other risks, uncertainties, assumptions, and factors are discussed in the Annual Reports on Form 10-K for the year ended December 31, 2025, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, filed by Prosperity or Stellar and in other filings made by Prosperity and Stellar with the Securities and Exchange Commission (the “SEC”) from time to time.

Additional Information about the Transaction and Where to Find It

In connection with the proposed transaction, Prosperity has filed with the SEC a registration statement (the “Registration Statement”) on Form S-4 (File No. 333-294882) to register the shares of Prosperity common stock to be issued to the shareholders of Stellar in connection with the proposed transaction. The Registration Statement includes a prospectus of Prosperity and a proxy statement of Stellar included therein (the “proxy statement/prospectus”), which will be sent to the shareholders of Stellar in connection with the proposed transaction. The Registration Statement was declared effective on April 21, 2026, at which time Prosperity filed a final prospectus and Stellar filed a definitive proxy statement. The mailing of the proxy statement/prospectus to Stellar shareholders commenced on or about April 23, 2026. This communication is not a substitute for the Registration Statement, the proxy statement/prospectus or any other document that may be filed by Prosperity or Stellar with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain the Registration Statement and the proxy statement/prospectus and other documents that are filed with the SEC by Prosperity or Stellar, as applicable, free of charge from the SEC’s website at https://www.sec.gov or through the investor relations section of Prosperity’s website at https://www.prosperitybankusa.com/investor-relations/ or Stellar’s website at https://ir.stellar.bank.

Participants in the Solicitation

Prosperity, Stellar and certain of their directors and executive officers and other employees may be deemed to be participants in the solicitation of proxies from Stellar’s shareholders in connection with the proposed transaction. Information about the directors and executive officers of Prosperity and their ownership of Prosperity common stock is contained in the definitive proxy statement for Prosperity’s 2026 annual meeting of shareholders (the “Prosperity Annual Meeting Proxy Statement”), which was filed with the SEC on March 16, 2026, including under the headings “Item 1. Election of Directors,” “Corporate Governance,” “Executive Compensation and Other Matters,” “Item 3. Advisory Vote on Executive Compensation,” and “Beneficial Ownership of Common Stock by Management of the Company and Principal Shareholders.” Information about the directors and executive officers of Stellar and their ownership of Stellar common stock is contained in Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2025 of Stellar (the “Stellar 10-K/A”), which was filed with the SEC on April 17, 2026. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of Stellar in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, is included in the proxy statement/prospectus relating to the proposed transaction filed with the SEC. To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information printed in the Prosperity Annual Meeting Proxy Statement or the Stellar 10-K/A, such information has been or will be reflected on Statements of Change in Ownership on Forms 3 and 4 filed with the SEC, as applicable. Free copies of the proxy statement/prospectus relating to the proposed transaction and free copies of the other SEC filings to which reference is made in this paragraph may be obtained from the SEC’s website at https://www.sec.gov or through the investor relations section of Prosperity’s website at https://www.prosperitybankusa.com/investor-relations/ or Stellar’s website at https://ir.stellar.bank.



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No Offer or Solicitation

This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, invitation, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law.


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Stellar Bancorp, Inc.
Financial Highlights
(Unaudited)
20262025
March 31December 31September 30June 30March 31
 (Dollars in thousands)
ASSETS:
Cash and due from banks$107,736 $94,331 $99,407 $136,060 $130,932 
Interest-bearing deposits at other financial institutions441,834 325,122 629,042 442,044 429,643 
Total cash and cash equivalents549,570 419,453 728,449 578,104 560,575 
Available for sale securities, at fair value1,864,710 2,198,459 1,842,268 1,729,684 1,719,371 
Loans held for investment7,587,952 7,300,591 7,167,857 7,287,347 7,283,133 
Less: allowance for credit losses on loans(85,431)(83,629)(78,924)(83,165)(83,746)
Loans, net7,502,521 7,216,962 7,088,933 7,204,182 7,199,387 
Accrued interest receivable36,589 35,869 34,865 35,537 37,669 
Premises and equipment, net99,861 106,118 107,803 108,615 109,750 
Federal Reserve Bank and Federal Home Loan Bank stock51,105 45,532 45,437 47,099 20,902 
Bank-owned life insurance110,103 109,477 109,358 108,726 108,108 
Goodwill497,318 497,318 497,318 497,318 497,318 
Core deposit intangibles, net66,137 71,018 75,929 81,468 87,007 
Other assets111,442 106,388 97,753 102,277 94,800 
Total assets$10,889,356 $10,806,594 $10,628,113 $10,493,010 $10,434,887 
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Deposits:
Noninterest-bearing$3,210,579 $3,407,865 $3,210,948 $3,183,693 $3,205,619 
Interest-bearing
Demand2,171,968 2,114,997 1,960,857 1,941,156 1,863,752 
Money market and savings2,596,972 2,469,845 2,489,169 2,393,767 2,248,616 
Certificates and other time1,002,491 1,028,759 1,156,489 1,154,998 1,244,726 
Total interest-bearing deposits5,771,431 5,613,601 5,606,515 5,489,921 5,357,094 
Total deposits8,982,010 9,021,466 8,817,463 8,673,614 8,562,713 
Accrued interest payable5,240 5,508 9,429 7,607 9,856 
Borrowed funds135,000 — — 69,925 119,923 
Subordinated debt40,256 40,226 70,196 70,165 70,135 
Other liabilities59,085 70,740 77,887 67,865 61,428 
Total liabilities9,221,591 9,137,940 8,974,975 8,889,176 8,824,055 
SHAREHOLDERS’ EQUITY:
Common stock509 509 512 514 521 
Capital surplus1,170,867 1,174,894 1,182,781 1,185,048 1,202,628 
Retained earnings585,403 566,216 547,717 529,216 510,072 
Accumulated other comprehensive loss(89,014)(72,965)(77,872)(110,944)(102,389)
Total shareholders’ equity1,667,765 1,668,654 1,653,138 1,603,834 1,610,832 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$10,889,356 $10,806,594 $10,628,113 $10,493,010 $10,434,887 
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Stellar Bancorp, Inc.
Financial Highlights
(Unaudited)
Three Months Ended
20262025
 March 31  December 31  September 30  June 30  March 31
(Dollars in thousands, except per share data)
INTEREST INCOME:
Loans, including fees$119,783 $119,866 $122,557 $121,814 $120,640 
Securities:
Taxable19,623 17,619 16,278 15,293 16,148 
Tax-exempt805 808 808 810 812 
Deposits in other financial institutions4,884 5,745 5,770 4,782 4,720 
Total interest income145,095 144,038 145,413 142,699 142,320 
INTEREST EXPENSE:
Demand, money market and savings deposits29,644 29,484 32,376 31,097 27,574 
Certificates and other time deposits8,624 10,370 10,920 11,459 13,527 
Borrowed funds149 56 407 517 
Subordinated debt747 795 1,417 1,401 1,444 
Total interest expense39,164 40,655 44,769 44,364 43,062 
NET INTEREST INCOME105,931 103,383 100,644 98,335 99,258 
Provision for credit losses2,497 5,131 305 1,090 3,632 
Net interest income after provision for credit losses103,434 98,252 100,339 97,245 95,626 
NONINTEREST INCOME:
Service charges on deposit accounts1,635 1,592 1,545 1,561 1,584 
(Loss) gain on sale/write-down of assets(37)(171)(491)(57)417 
Bank-owned life insurance626 1,026 632 618 610 
Debit card and interchange income547 583 572 566 520 
Other2,339 2,478 2,728 3,103 2,374 
Total noninterest income5,110 5,508 4,986 5,791 5,505 
NONINTEREST EXPENSE:
Salaries and employee benefits43,931 42,913 43,175 40,927 41,792 
Net occupancy and equipment4,575 4,776 4,518 4,399 3,926 
Depreciation1,971 2,056 2,015 1,992 1,995 
Data processing and software amortization6,073 5,796 5,882 5,620 5,682 
Professional fees886 1,587 1,601 1,287 1,786 
Regulatory assessments and FDIC insurance1,639 1,205 1,688 1,561 1,733 
Amortization of intangibles4,886 4,930 5,554 5,548 5,548 
Communications759 872 855 861 847 
Advertising799 1,333 1,425 1,167 782 
Acquisition and merger-related expenses3,307 — — — — 
Other6,338 6,690 6,429 6,642 6,075 
Total noninterest expense75,164 72,158 73,142 70,004 70,166 
INCOME BEFORE INCOME TAXES33,380 31,602 32,183 33,032 30,965 
Provision for income taxes6,414 5,454 6,513 6,680 6,263 
NET INCOME$26,966 $26,148 $25,670 $26,352 $24,702 
EARNINGS PER SHARE
Basic$0.53 $0.51 $0.50 $0.51 $0.46 
Diluted$0.53 $0.51 $0.50 $0.51 $0.46 
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Stellar Bancorp, Inc.
Financial Highlights
(Unaudited)
Three Months Ended
20262025
 March 31  December 31  September 30  June 30  March 31
(Dollars and share amounts in thousands, except per share data)
Net income$26,966$26,148$25,670$26,352$24,702
Earnings per share, basic$0.53$0.51$0.50$0.51$0.46
Earnings per share, diluted$0.53$0.51$0.50$0.51$0.46
Dividends per share$0.15$0.15$0.14$0.14$0.14
Return on average assets(A)
0.98%0.97%0.97%1.01%0.94%
Return on average equity(A)
6.51%6.23%6.30%6.62%6.21%
Return on average tangible equity(A)(B)
11.23%10.90%11.45%12.16%11.48%
Net interest margin (tax equivalent)(A)(C)
4.24%4.21%4.20%4.18%4.20%
Net interest margin (tax equivalent) excluding PAA(A)(B)(C)
4.10%4.06%4.00%3.95%3.97%
Efficiency ratio(B)(D)
63.27%61.64%63.69%61.87%61.93%
Capital Ratios
Stellar Bancorp, Inc. (Consolidated)
Equity to assets15.32%15.44%15.55%15.28%15.44%
Tangible equity to tangible assets(B)(D)
10.69%10.75%10.74%10.34%10.42%
Estimated Total capital ratio (to risk-weighted assets)15.48%15.73%16.33%15.98%15.97%
Estimated Common equity Tier 1 capital (to risk weighted assets)
13.97%14.18%14.43%14.06%14.05%
Estimated Tier 1 capital (to risk-weighted assets)
14.09%14.31%14.55%14.18%14.17%
Estimated Tier 1 leverage (to average tangible assets)
11.29%11.52%11.60%11.44%11.20%
Stellar Bank
Estimated Total capital ratio (to risk-weighted assets)14.74%15.03%15.45%15.39%15.40%
Estimated Common equity Tier 1 capital (to risk-weighted assets)
13.56%13.83%14.27%14.18%14.20%
Estimated Tier 1 capital (to risk-weighted assets)
13.56%13.83%14.27%14.18%14.20%
Estimated Tier 1 leverage (to average tangible assets)
10.86%11.14%11.37%11.44%11.22%
Other Data
Weighted average shares:
Basic50,82951,08351,28351,52953,146
Diluted50,94451,16751,35651,56953,197
Period end shares outstanding50,91250,90251,22851,39852,141
Book value per share$32.76$32.78$32.27$31.20$30.89
Tangible book value per share(B)
$21.69$21.62$21.08$19.94$19.69
Employees - full-time equivalents1,0651,0751,0651,0621,054
(A)Interim periods annualized.
(B)Refer to the calculation of these non-GAAP financial measures on page 11 of this Earnings Release.
(C)Net interest margin represents net interest income divided by average interest-earning assets.
(D)The calculation of the efficiency ratio represents total noninterest expense less amortization of core deposits, divided by the sum of net interest income and noninterest income, excluding net gains and losses on the sale/write-down of assets.


    
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Stellar Bancorp, Inc.
Financial Highlights
(Unaudited)
Three Months Ended
March 31, 2026December 31, 2025March 31, 2025
Average BalanceInterest Earned/
Interest Paid
Average Yield/RateAverage BalanceInterest Earned/
Interest Paid
Average Yield/RateAverage BalanceInterest Earned/
Interest Paid
Average Yield/Rate
(Dollars in thousands)
Assets
Interest-earning assets:
Loans$7,462,404 $119,783 6.51%$7,198,899 $119,866 6.61%$7,344,298 $120,640 6.66%
Securities2,145,882 20,428 3.86%1,976,112 18,427 3.70%1,817,286 16,960 3.78%
Deposits in other financial institutions530,947 4,884 3.73%578,480 5,745 3.94%430,621 4,720 4.45%
Total interest-earning assets10,139,233 $145,095 5.80%9,753,491 $144,038 5.86%9,592,205 $142,320 6.02%
Allowance for credit losses on loans(83,396)(78,995)(81,166)
Noninterest-earning assets1,087,991 1,070,537 1,100,652 
Total assets$11,143,828 $10,745,033 $10,611,691 
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Interest-bearing demand deposits$2,333,522 $13,860 2.41%$2,008,416 $13,281 2.62%$1,911,625 $12,392 2.63%
Money market and savings deposits2,594,999 15,784 2.47%2,546,538 16,203 2.52%2,234,571 15,182 2.76%
Certificates and other time deposits1,011,031 8,624 3.46%1,127,248 10,370 3.65%1,296,972 13,527 4.23%
Borrowed funds17,056 149 3.54%327 7.28%45,795 517 4.58%
Subordinated debt40,242 747 7.53%40,211 795 7.84%70,121 1,444 8.35%
Total interest-bearing liabilities5,996,850 $39,164 2.65%5,722,740 $40,655 2.82%5,559,084 $43,062 3.14%
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits3,387,638 3,269,053 3,346,066 
Other liabilities79,940 88,699 92,299 
Total liabilities9,464,428 9,080,492 8,997,449 
Shareholders’ equity1,679,400 1,664,541 1,614,242 
Total liabilities and shareholders’ equity$11,143,828 $10,745,033 $10,611,691 
Net interest rate spread3.15%3.04%2.88%
Net interest income and margin$105,931 4.24%$103,383 4.21%$99,258 4.20%
Net interest income and margin (tax equivalent)$106,041 4.24%$103,487 4.21%$99,353 4.20%
Cost of funds1.69%1.79%1.96%
Cost of deposits1.66%1.77%1.90%


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Stellar Bancorp, Inc.
Financial Highlights
(Unaudited)
Three Months Ended
20262025
 March 31  December 31  September 30  June 30  March 31
(Dollars in thousands)
Loan Portfolio:
Commercial and industrial$1,563,421$1,476,559$1,332,795$1,346,744$1,362,266
Real estate:
Commercial real estate (including multi-family residential)3,844,6293,766,2943,733,2933,840,9813,854,607
Commercial real estate construction and land development821,723720,779753,381762,911721,488
1-4 family residential (including home equity)1,167,4361,136,2271,142,6141,126,5231,125,837
Residential construction102,609124,653121,197137,855141,283
Consumer and other88,13476,07984,57772,33377,652
Total loans held for investment$7,587,952$7,300,591$7,167,857$7,287,347$7,283,133
Deposits:
Noninterest-bearing$3,210,579$3,407,865$3,210,948$3,183,693$3,205,619
Interest-bearing
Demand2,171,9682,114,9971,960,8571,941,1561,863,752
Money market and savings2,596,9722,469,8452,489,1692,393,7672,248,616
Certificates and other time1,002,4911,028,7591,156,4891,154,9981,244,726
Total interest-bearing deposits5,771,4315,613,6015,606,5155,489,9215,357,094
Total deposits$8,982,010$9,021,466$8,817,463$8,673,614$8,562,713
Asset Quality:
Nonaccrual loans$60,590$52,548$46,250$50,505$54,518
Accruing loans 90 or more days past due
Total nonperforming loans60,59052,54846,25050,50554,518
Foreclosed assets9,4897,4927,9397,6525,154
Total nonperforming assets$70,079$60,040$54,189$58,157$59,672
Net charge-offs $1,358$71$3,323$206$163
Nonaccrual loans:
Commercial and industrial$10,488$7,616$5,594$13,395$11,471
Real estate:
Commercial real estate (including multi-family residential)32,93929,27125,15623,35926,383
Commercial real estate construction and land development9051,8382,8993,4122,027
1-4 family residential (including home equity)15,92013,33312,0839,96514,550
Residential construction292448457176
Consumer and other46426119887
Total nonaccrual loans$60,590$52,548$46,250$50,505$54,518
Asset Quality Ratios:
Nonperforming assets to total assets0.64%0.56%0.51%0.55%0.57%
Nonperforming loans to total loans0.80%0.72%0.65%0.69%0.75%
Allowance for credit losses on loans to nonperforming loans141.00%159.15%170.65%164.67%153.61%
Allowance for credit losses on loans to total loans1.13%1.15%1.10%1.14%1.15%
Net charge-offs to average loans (annualized)0.07%0.00%0.18%0.01%0.01%

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Stellar Bancorp, Inc.
GAAP Reconciliation and Management’s Explanation of Non-GAAP Financial Measures
(Unaudited)
Stellar’s management uses certain non-GAAP (generally accepted accounting principles) financial measures to evaluate its performance. Stellar believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance and that management and investors benefit from referring to these non-GAAP financial measures in assessing Stellar’s performance and when planning, forecasting, analyzing and comparing past, present and future periods. Specifically, Stellar reviews pre-tax, pre-provision income, pre-tax pre-provision ROAA, tangible book value per share, return on average tangible equity, tangible equity to tangible assets and net interest margin (tax equivalent) excluding PAA for internal planning and forecasting purposes. Stellar has included in this earnings release information relating to these non-GAAP financial measures for the applicable periods presented. These non-GAAP measures should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which Stellar calculates the non-GAAP financial measures may differ from that of other companies reporting measures with similar names.
Three Months Ended
20262025
March 31December 31 September 30  June 30 March 31
(Dollars and share amounts in thousands, except per share data)
Net income$26,966$26,148$25,670$26,352$24,702
Add: Provision for credit losses2,4975,1313051,0903,632
Add: Provision for income taxes6,4145,4546,5136,6806,263
Pre-tax, pre-provision income35,87736,73332,48834,12234,597
Average total assets$11,143,828$10,745,033$10,518,865$10,464,157$10,611,691
Pre-tax, pre-provision return on average assets(A)
1.31%1.36%1.23%1.31%1.32%
Total shareholders’ equity$1,667,765$1,668,654$1,653,138$1,603,834$1,610,832
Less: Goodwill and core deposit intangibles, net(563,455)(568,336)(573,247)(578,786)(584,325)
Tangible shareholders’ equity$1,104,310$1,100,318$1,079,891$1,025,048$1,026,507
Shares outstanding at end of period50,91250,90251,22851,39852,141
Tangible book value per share$21.69$21.62$21.08$19.94$19.69
Average shareholders’ equity$1,679,400$1,664,541$1,617,511$1,595,540$1,614,242
Less: Average goodwill and core deposit intangibles, net(565,769)(570,721)(575,836)(581,438)(586,895)
Average tangible shareholders’ equity$1,113,631$1,093,820$1,041,675$1,014,102$1,027,347
Net income$26,966$26,148$25,670$26,352$24,702
Add: Core deposit intangibles amortization, net of tax3,8603,8954,3884,3834,383
Net income plus core deposit intangibles amortization, net of tax$30,826$30,043$30,058$30,735$29,085
Return on average tangible equity(A)
11.23%10.90%11.45%12.16%11.48%
Total assets$10,889,356$10,806,594$10,628,113$10,493,010$10,434,887
Less: Goodwill and core deposit intangibles, net(563,455)(568,336)(573,247)(578,786)(584,325)
Tangible assets$10,325,901$10,238,258$10,054,866$9,914,224$9,850,562
Tangible equity to tangible assets10.69%10.75%10.74%10.34%10.42%
Net interest income (tax equivalent)$106,041$103,487$100,739$98,427$99,353
Less: Purchase accounting accretion(3,561)(3,781)(4,800)(5,344)(5,397)
Net interest income (tax equivalent) excluding PAA$102,480$99,706$95,939$93,083$93,956
Average earning assets$10,139,233$9,753,491$9,525,017$9,448,589$9,592,205
Net interest margin (tax equivalent) excluding PAA(A)
4.10%4.06%4.00%3.95%3.97%
Noninterest expense$75,164$72,158$73,142$70,004$70,166
Less: Core deposit intangibles amortization(4,886)(4,930)(5,554)(5,548)(5,548)
Noninterest expense less core deposit amortization$70,278$67,228$67,588$64,456$64,618
Net interest income$105,931$103,383$100,644$98,335$99,258
Noninterest income5,1105,5084,9865,7915,505
Less: (Loss) gain on sale of assets(37)(171)(491)(57)417
Adjusted noninterest income5,1475,6795,4775,8485,088
Net interest income plus adjusted noninterest income$111,078$109,062$106,121$104,183$104,346
Efficiency ratio63.27%61.64%63.69%61.87%61.93%

(A)Interim periods annualized.







11

Stellar Bancorp, Inc.
GAAP Reconciliation and Management’s Explanation of Non-GAAP Financial Measures
(Unaudited)

Three Months Ended
20262025
March 31December 31 September 30  June 30 March 31
(Dollars and share amounts in thousands, except per share data)
Net income$26,966$26,148$25,670$26,352$24,702
Add: Acquisition and merger-related expenses, net of tax2,613
Adjusted net income$29,579$26,148$25,670$26,352$24,702
Weighted average shares, diluted50,94451,16751,35651,56953,197
Adjusted earnings per share, diluted$0.58$0.51$0.50$0.51$0.46
Net income$26,966$26,148$25,670$26,352$24,702
Add: Provision for credit losses2,4975,1313051,0903,632
Add: Provision for income taxes6,4145,4546,5136,6806,263
Pre-tax, pre-provision income35,87736,73332,48834,12234,597
Add: Acquisition and merger-related expenses3,307
Adjusted pre-tax, pre-provision net income$39,184$36,733$32,488$34,122$34,597
Average assets$11,143,828$10,745,033$10,518,865$10,464,157$10,611,691
Adjusted pre-tax, pre-provision return on average assets(A)
1.43%1.36%1.23%1.31%1.32%
Adjusted net income$29,579$26,148$25,670$26,352$24,702
Average total assets$11,143,828$10,745,033$10,518,865$10,464,157$10,611,691
Adjusted return on average assets(A)
1.08%0.97%0.97%1.01%0.94%
Adjusted net income$29,579$26,148$25,670$26,352$24,702
Average shareholders’ equity$1,679,400$1,664,541$1,617,511$1,595,540$1,614,242
Adjusted return on average equity(A)
7.14%6.23%6.30%6.62%6.21%
Average shareholders’ equity$1,679,400$1,664,541$1,617,511$1,595,540$1,614,242
Less: Average goodwill and core deposit intangibles, net(565,769)(570,721)(575,836)(581,438)(586,895)
Average tangible shareholders’ equity$1,113,631$1,093,820$1,041,675$1,014,102$1,027,347
Adjusted net income$29,579$26,148$25,670$26,352$24,702
Add: Core deposit intangibles amortization, net of tax3,8603,8954,3884,3834,383
Adjusted net income plus core deposit intangibles amortization, net of tax$33,439$30,043$30,058$30,735$29,085
Adjusted return on average tangible equity(A)
12.18%10.90%11.45%12.16%11.48%
Noninterest expense$75,164$72,158$73,142$70,004$70,166
Less: Core deposit intangibles amortization(4,886)(4,930)(5,554)(5,548)(5,548)
Noninterest expense less core deposit amortization70,27867,22867,58864,45664,618
Less: Acquisition and merger-related expenses(3,307)
Adjusted noninterest expense $66,971$67,228$67,588$64,456$64,618
Net interest income$105,931$103,383$100,644$98,335$99,258
Noninterest income5,1105,5084,9865,7915,505
Less: (Loss) gain on sale of assets(37)(171)(491)(57)417
Adjusted noninterest income5,1475,6795,4775,8485,088
Net interest income plus adjusted noninterest income$111,078$109,062$106,121$104,183$104,346
Adjusted efficiency ratio60.29%61.64%63.69%61.87%61.93%

(A)Interim periods annualized.

12

FAQ

How did Stellar Bancorp (STEL) perform in the first quarter of 2026?

Stellar Bancorp reported net income of $27.0 million, or $0.53 diluted EPS, for Q1 2026. This was slightly higher than Q4 2025 net income of $26.1 million and EPS of $0.51, reflecting improved net interest income and margin.

What was Stellar Bancorp (STEL)’s loan growth in Q1 2026?

Loans held for investment increased by $287.4 million in Q1 2026 to $7.59 billion. This represents linked-quarter growth of 3.94%, or about 16.0% on an annualized basis, showing continued expansion of the company’s lending portfolio.

How did Stellar Bancorp’s net interest margin change in Q1 2026?

Stellar’s tax-equivalent net interest margin rose to 4.24% in Q1 2026, up from 4.21% in Q4 2025. Excluding purchase accounting adjustments, the margin improved to 4.10% from 4.06%, indicating slightly better core spread performance.

What are the key asset quality metrics for Stellar Bancorp (STEL) as of March 31, 2026?

Nonperforming assets totaled $70.1 million, or 0.64% of total assets, at March 31, 2026. The allowance for credit losses on loans was 1.13% of total loans, and net charge-offs were $1.4 million, or 0.07% annualized of average loans.

What is the status of the merger between Stellar Bancorp and Prosperity Bancshares?

Stellar and Prosperity have received all required regulatory approvals for their merger. A special shareholder meeting is scheduled for May 27, 2026 to consider the transaction, with closing expected on or about July 1, 2026, subject to approval and customary conditions.

Did Stellar Bancorp (STEL) take any notable capital actions in early 2026?

Yes. On April 1, 2026, Stellar redeemed the remaining $30 million of its fixed-to-floating rate subordinated notes outstanding as of March 31, 2026. This reduces subordinated debt and modestly streamlines the company’s capital structure.

What were Stellar Bancorp’s total assets and deposits at March 31, 2026?

At March 31, 2026, Stellar Bancorp reported $10.89 billion in total assets. Total deposits were $8.98 billion, down slightly from $9.02 billion at December 31, 2025, mainly due to lower noninterest-bearing deposits.

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