Welcome to our dedicated page for Stellar Bancorp SEC filings (Ticker: STEL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Stellar Bancorp, Inc. SEC filings document the reporting obligations of a bank holding company whose common stock trades under STEL. The filing record includes Form 8-K material-event reports covering operating and financial results, dividend declarations, subordinated note redemptions, material definitive agreements and capital-structure disclosures.
The company's regulatory documents also address shareholder communications and voting matters, governance actions and exchange-listed common stock information. For Stellar Bank's holding company, these disclosures frame commercial banking performance, balance-sheet actions and formal corporate events.
Stellar Bancorp, Inc. plans to merge with Prosperity Bancshares, Inc. under a definitive agreement announced January 28, 2026. Stellar will combine with Prosperity to form a larger regional bank with approximately $54 billion in assets, creating the second largest Texas‑headquartered bank by assets.
The companies highlight broader products and services, higher lending limits, and continued local decision-making for customers across Texas and Oklahoma. Most Stellar branches are expected to remain open, and management does not expect a significant number of eliminated positions, though final decisions will follow integration planning. Closing is targeted for the second quarter of 2026, subject to Stellar shareholder and regulatory approvals and other customary conditions, with system conversion expected in 2027.
Prosperity Bancshares, Inc. filed a current report stating that it has released its financial results for the fourth quarter ended December 31, 2025. The company issued a press release on January 28, 2026 detailing its operating performance for this period.
The press release is furnished as Exhibit 99.1 and is incorporated by reference, but it is not treated as formally filed for liability purposes under the securities laws. No additional financial figures or strategic actions are described in this report itself.
Stellar Bancorp, Inc. furnished its financial results for the fourth quarter of 2025 by issuing a press release, which is attached as Exhibit 99.1 and treated as furnished rather than filed for liability purposes. The detailed numbers are contained in that exhibit.
The company also disclosed that it has entered into a merger agreement with Prosperity Bancshares, Inc. and, because of this announcement, cancelled its previously scheduled earnings conference call that was set for January 30, 2026. The report includes customary forward-looking statement warnings and directs readers to prior annual and quarterly reports for risk factors.
Stellar Bancorp, Inc. announced that it has entered into an Agreement and Plan of Merger under which Stellar will merge with and into Prosperity Bancshares, Inc., with Prosperity continuing as the surviving corporation.
Immediately after this parent-level merger, Stellar Bank is expected to merge into Prosperity Bank, which will be the surviving bank. The companies plan to file a registration statement on Form S-4, including a joint proxy statement/prospectus, so Stellar shareholders can vote on the proposed transaction and receive detailed information about the issuance of Prosperity common stock and the risks and conditions involved.
Stellar Bancorp, Inc. announced that it has entered into an Agreement and Plan of Merger with Prosperity Bancshares, Inc., under which Stellar will merge with and into Prosperity, and Prosperity will be the surviving corporation.
Immediately after the parent merger, Stellar Bank will merge into Prosperity Bank, which will remain as the surviving bank. The companies furnished a joint press release and an investor presentation outlining the proposed transaction and related information, and indicated that Prosperity will file a Form S-4 registration statement with a joint proxy statement/prospectus for Stellar shareholders.
Prosperity Bancshares is acquiring Stellar Bancorp in a cash-and-stock merger that values Stellar at approximately $2.002 billion, based on Prosperity’s $72.90 closing share price on January 27, 2026. Each Stellar share will be exchanged for 0.3803 Prosperity shares plus $11.36 in cash.
Stellar reported as of December 31, 2025 total assets of $10.807 billion, loans of $7.301 billion and deposits of $9.021 billion, with 52 branches across Houston, Beaumont, Dallas and nearby markets. Prosperity reported $38.463 billion in assets and 301 locations across Texas and Oklahoma.
The companies state that the deal will create the second-largest bank by deposits headquartered in Texas, with over 330 banking centers and a strengthened Houston and Beaumont presence. On a pro forma basis, management projects 2027 earnings per share for Prosperity of $7.34 versus standalone $6.72, implying 9.2% EPS accretion, supported by cost savings, interest rate marks and amortization adjustments.
The merger and subsequent bank merger have been unanimously approved by both boards and are expected to close in the second quarter of 2026, subject to Stellar shareholder approval, regulatory approvals and other customary conditions. The companies highlight typical integration, approval, cost, dilution and market risks and provide extensive forward‑looking statement and proxy-related disclosures.
Stellar Bancorp, Inc. reported an insider stock transaction by its Senior Executive VP and Chief Credit Officer. On 12/31/2025, the executive had 315 shares of common stock withheld in a transaction coded “F” at a price of $30.94 per share. This code indicates shares were used to cover tax obligations tied to previously reported restricted stock that vested.
After this tax-withholding event, the officer directly beneficially owned 96,829 shares of Stellar Bancorp common stock. The filing characterizes this as a routine adjustment related to equity compensation rather than an open-market sale.
Stellar Bancorp, Inc. reported a routine insider ownership update for its President. On 12/31/2025, 595 shares of common stock were disposed of at $30.94 per share in a transaction coded "F," which indicates shares were withheld to cover taxes on the vesting of previously granted restricted stock. Following this tax-withholding event, the officer directly beneficially owned 109,651 shares of Stellar Bancorp common stock.
Stellar Bancorp, Inc. Executive Chairman and director reported a routine insider transaction involving company common stock. On 12/31/2025, 1,323 shares of common stock were withheld at a price of $30.94 per share, identified with transaction code "F" as shares withheld to satisfy tax liability for the vesting of previously reported restricted shares of common stock.
After this tax withholding, the reporting person beneficially owns 124,880 shares directly. In addition, the filing reports indirect ownership of 12,598 shares through SF Retzloff Family Limited Partnership, LTD., 378,240 shares through Retzloff Holdings, LTD., and 25,531 shares through Retzloff Industries, Inc.
Stellar Bancorp, Inc. reported an insider equity transaction by its Senior Executive Vice President, General Counsel and Secretary. On 12/31/2025, the officer had 374 shares of common stock withheld at $30.94 per share, coded as transaction type F, which indicates shares were withheld to cover taxes.
After this tax-related withholding tied to the vesting of previously reported restricted shares, the officer beneficially owned 47,489 shares of Stellar Bancorp common stock in direct ownership. The filing clarifies this was not an open-market sale but a share withholding to satisfy tax liability upon vesting.