8-K - STEL - Equibles

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): February 22, 2023

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<br><br>Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	STEL	The Nasdaq Stock Market LLC

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.

Bank Name Change and Brand Launch

On February 24, 2023, Stellar Bank, the banking subsidiary of Stellar Bancorp, Inc. (NASDAQ: STEL), announced that it formally changed its name to Stellar Bank and launched its new brand in connection with the conversion of operations and systems. Stellar Bank was formed through the merger of equals of Allegiance Bank and CommunityBank of Texas, N.A. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K 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 and Exhibit 99.1 attached hereto 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, nor shall it 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 8.01. Other Events.

Declaration of Dividend

On February 24, 2023, Stellar Bancorp, Inc. issued a press release announcing that on February 22, 2023, its Board of Directors declared a quarterly cash dividend in the amount of $0.13 per share of common stock. The dividend will be payable on March 31, 2023 to the Company’s shareholders of record as of the close of business on March 15, 2023. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference, including the cautionary language regarding forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following are furnished as exhibits to this Current Report on Form 8-K:

Exhibit Number	Description of Exhibit
99.1	Press Release issued by Stellar Bank dated February 2 4 , 2023
99.2	Press Release issued by Stellar Bancorp, Inc. dated February 2 4 , 2023
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: February 24, 2023	By:	/s/ Paul P. Egge
		Paul P. Egge
		Chief Financial Officer

Document

Exhibit 99.1

PRESS RELEASE

IR.stellarbancorp.com

STELLAR BANK COMPLETES NAME CHANGE

AND LAUNCHES NEW BRAND

HOUSTON, February 24, 2023 - (GLOBE NEWSWIRE) – Stellar Bank, the banking subsidiary of Stellar Bancorp, Inc. (NASDAQ: STEL), announced that it formally changed its name to Stellar Bank and launched its new brand in connection with the conversion of operations and systems. Stellar Bank was formed through the merger of equals of Allegiance Bank and CommunityBank of Texas, N.A.

“We are excited to unveil our new brand that exemplifies our unique position to provide an even better banking experience with greater scale and capability backed by a high level of service,” said Ray Vitulli, Chief Executive Officer of Stellar Bank.

Inspired by the stars in each legacy bank brand, the Stellar Bank logo represents a shining beacon lighting the way to help all of its customers, shareholders and employees achieve their goals. The logo embodies the openness, insight and guidance that we strive to deliver in the relationships we build and the service we provide.

“Since the announcement of the merger of equals, our talented team of professionals has continued to provide our customers with outstanding community banking service, while focusing on the execution of our integration plans and transitioning our customers to the Stellar Bank experience. We are extremely grateful to our colleagues across the organization who have worked diligently to achieve this milestone,” continued Vitulli. “We are incredibly excited about the future of Stellar Bank.”

Ahead of the conversion, customers received communications about the changes to their services and a Welcome Guide with information about Stellar Bank’s products and services, key dates related to the merger, disclosures, and terms and conditions. In addition, a merger resource section can be found on our new website at www.stellar.bank with important information to help customers through the transition.

About Stellar Bancorp, Inc.

Stellar Bank, the wholly owned subsidiary of Stellar Bancorp, Inc., is headquartered in Houston, Texas and provides a diversified range of commercial banking services primarily to small- to medium-sized businesses and individual customers across the Houston, Beaumont, Dallas and surrounding communities in Texas.

Document

Exhibit 99.2

PRESS RELEASE

STELLAR BANCORP, INC. DECLARES

QUARTERLY DIVIDEND

HOUSTON, February 24, 2023 - (GLOBE NEWSWIRE) – Stellar Bancorp, Inc. (the “Company” ) (Nasdaq: STEL) today announced that on February 22, 2023, its Board of Directors declared a quarterly cash dividend in the amount of $0.13 per share of common stock. The dividend will be payable on March 31, 2023 to the Company’s shareholders of record as of the close of business on March 15, 2023.

About Stellar Bancorp, Inc.

Stellar Bancorp, Inc. is a bank holding company headquartered in Houston, Texas. The Company’s principal banking subsidiary, created by the merger of Allegiance Bank and CommunityBank of Texas, N.A. was renamed Stellar Bank upon system conversion, provides a diversified range of commercial banking services primarily to small- to medium-sized businesses and individual customers across the Houston, Dallas, Beaumont and surrounding communities in Texas.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the “Safe-Harbor” provisions of the Private Securities Litigation Reform Act of 1995, which may be identified by conditional or future language such as the word “will”, among others. These statements (including future payments of dividends) are necessarily subject to risks and uncertainties and actual results could differ materially from those anticipated due to various factors, including risks and factors related to the Company’s financial performance and results of operations, regulatory risks and the costs, effects, and results of regulatory examinations, reviews, or investigations, or the ability to obtain required regulatory approvals, interest rate risks, economic risks related to the instability of the oil and gas industry in general and within Texas (including risks related to our customer’s credit quality, deferrals and modifications to loans), and other hazards such as weather conditions, pandemics, acts of war or terrorist acts and the governmental or military response thereto, and those additional risks and factors set forth from time to time in the documents filed or furnished by the Company with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements and the Company undertakes no obligation to update any such statements to reflect circumstances or events that occur after the date on which the forward-looking statement is made.

Investor relations:

IR@stellarbancorpinc.com