8-K

Stellar Bancorp, Inc. (STEL)

8-K 2026-01-28 For: 2026-01-28
View Original
Added on April 04, 2026

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

StellarBancorp, 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 GreenwayPlaza, 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> <br>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.<br> Egge
Paul P. Egge
Chief Financial Officer

Exhibit 99.1

PRESS RELEASE

STELLAR BANCORP, INC. REPORTS

FOURTH QUARTER 2025 RESULTS


HOUSTON, January 28, 2026 - Stellar Bancorp, Inc. (the “Company” or “Stellar”) (NYSE: STEL) today reported net income of $26.1 million, or diluted earnings per share of $0.51, for the fourth quarter of 2025 and net income of $102.9 million, or diluted earnings per share of $1.99, for the full year 2025.

Financial Highlights


Strong Net Interest Income and Margin: Net interest income was $103.4 million for the fourth quarter of 2025 up from $100.6<br>million for the third quarter of 2025. The tax equivalent net interest margin, excluding PAA (“Purchase Accounting Adjustments”),<br>was 4.06%^(1)^ for the fourth quarter of 2025 compared to 4.00%^(1)^ for the third quarter of 2025.
Solid Profitability: Net income for the full year 2025 was $102.9 million, or diluted earnings per share of $1.99, which translated<br>into a return on average assets of 0.97%, a return on average equity of 6.34% and a return on average tangible equity of 11.48%^(1)^.<br>Net income for the fourth quarter of 2025 was $26.1 million, or diluted earnings per share of $0.51, which translated into an annualized<br>return on average assets of 0.97%, an annualized return on average equity of 6.23% and an annualized return on average tangible equity<br>of 10.90%^(1)^.
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Meaningful Book Value Build: Book value per share increased to $32.78 at December 31, 2025 from $30.09 at December 31, 2024.<br>Tangible book value per share increased to $21.62^(1)^ at December 31, 2025 from $21.08^(1)^ at September 30, 2025 and<br>from $19.05^(1)^ at December 31, 2024.
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Repurchase of Shares: Repurchased 299,347 shares at a weighted average price per share of $30.44 during the fourth quarter<br>of 2025.
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Paydown of Subordinated Debt: On October 1, 2025, the Company completed the previously announced redemption of $30 million<br>of its $60 million of subordinated debt.
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Year 2025 Results

Net interest income for 2025 decreased $6.4 million, or 1.6%, to $401.6 million from $408.0 million for 2024. The net interest margin on a tax equivalent basis decreased to 4.20% for 2025 from 4.24% for 2024. The decrease in net interest income from the prior year was primarily due to the decrease in average interest-earning assets partially offset by the decrease in cost of interest-bearing liabilities. Net interest income for 2025 benefited from $19.3 million of income from PAA down from $33.0 million for 2024. Excluding PAA, net interest income (tax equivalent) for 2025 would have been $382.7 million^(1)^ and the tax equivalent net interest margin would have been 3.99%^(1)^an increase from $375.3 million and 3.89% for the year 2024.

Noninterest income for 2025 was $21.8 million, a decrease of $1.3 million, or 5.4%, compared to $23.0 million for 2024. Noninterest income decreased in 2025 compared to 2024 primarily due to losses on sales and write-downs on foreclosed assets recorded during 2025.

Noninterest expense for 2025 decreased $3.5 million, or 1.2%, to $285.5 million compared to $289.0 million for 2024. The decrease in noninterest expense during 2025 compared to 2024 was primarily due to a $3.2 million decrease in professional fees, a $2.6 million decrease in amortization of intangibles and a $1.4 million decrease in regulatory assessments partially offset by a $3.5 million increase salaries and employee benefits.

1

The efficiency ratio was 62.28%^(1)^ for 2025 compared to 61.53%^(1)^ for 2024. Annualized returns on average assets, average equity and average tangible equity were 0.97%, 6.34% and 11.48%^(1)^ for 2025, respectively, compared to 1.08%, 7.34% and 13.89%^(1)^ for 2024, respectively.

^(1)^ Refer to the calculation of this non-GAAP financial measure on page 10 of this earnings release. The calculation of returns on average<br>tangible equity and the efficiency ratio have been adjusted from prior period disclosures.

Fourth Quarter 2025 Results

Net interest income in the fourth quarter of 2025 increased $2.7 million, or 2.7%, to $103.4 million from $100.6 million for the third quarter of 2025. The net interest margin on a tax equivalent basis increased to 4.21% for the fourth quarter of 2025 from 4.20% for the third quarter of 2025. The increase in net interest income from the prior quarter was primarily due to the decrease in the balance and cost of average interest-bearing liabilities. Net interest income for the fourth quarter of 2025 benefited from $3.8 million of income from PAA compared to $4.8 million in the third quarter of 2025. Excluding PAA, net interest income (tax equivalent) for the fourth quarter of 2025 would have been $99.7 million^(1)^ and the tax equivalent net interest margin would have been 4.06%^(1)^compared to net interest income of $95.9 million and tax equivalent net interest margin of 4.00% for the third quarter of 2025.


Noninterest income for the fourth quarter of 2025 was $5.5 million, an increase of $522 thousand, or 10.5%, compared to $5.0 million for the third quarter of 2025. Noninterest income increased in the fourth quarter of 2025 compared to the third 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 fourth quarter of 2025 decreased $984 thousand, or 1.3%, to $72.2 million compared to $73.1 million for the third quarter of 2025. The decrease in noninterest expense during the fourth quarter of 2025 compared to the third quarter of 2025 was primarily due to a decrease in amortization of intangibles of $624 thousand and a decrease in regulatory assessments of $483 thousand.

The efficiency ratio was 61.64%^(1)^ for the fourth quarter of 2025 compared to 63.69%^(1)^ for the third quarter of 2025. Annualized returns on average assets, average equity and average tangible equity were 0.97%, 6.23% and 10.90%^(1)^ for the fourth quarter of 2025, respectively, compared to 0.97%, 6.30% and 11.45%^(1)^ for the third quarter of 2025, respectively.

Financial Condition

Total assets at December 31, 2025 were $10.81 billion, an increase of $178.5 million compared to $10.63 billion at September 30, 2025. The increase in total assets was largely due to an increase of $356.2 million in securities and a $132.7 million increase in loans, partially offset by a $303.9 million decrease in interest-bearing deposits at other financial institutions.

Total loans at December 31, 2025 increased $132.7 million to $7.30 billion compared to $7.17 billion at September 30, 2025. At December 31, 2025, the remaining balance of the PAA on loans was $54.3 million.

Total deposits at December 31, 2025 increased $204.0 million to $9.02 billion compared to $8.82 billion at September 30, 2025 primarily due to increases in noninterest-bearing and interest-bearing demand deposits partially offset by a decrease in certificates and other time deposits.

Asset Quality

Nonperforming assets totaled $60.0 million, or 0.56% of total assets, at December 31, 2025, compared to $54.2 million, or 0.51% of total assets, at September 30, 2025 and $38.9 million, or 0.36% of total assets, at December 31, 2024. The allowance for credit losses on loans as a percentage of total loans was 1.15% at December 31, 2025 compared to 1.10% at September 30, 2025 and 1.09% at December 31, 2024.

2

The year ended December 31, 2025 included a provision for credit losses of $10.2 million compared to a reversal of provision for credit losses of $2.9 million for the year ended December 31, 2024. Net charge-offs for the year ended December 31, 2025 were $3.8 million, or 0.05% of average loans, compared to net charge-offs of $6.7 million, or 0.09% of average loans, for the year ended December 31, 2024.

The provision for credit losses was $5.1 million for the fourth quarter of 2025 compared to $305 thousand for the third quarter of 2025 primarily due to loan growth. Net charge-offs for the fourth quarter of 2025 were $71 thousand compared to net charge-offs of $3.3 million, or 0.18% (annualized) of average loans, for the third 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 page 10 of this earnings release for a reconciliation of these non-GAAP financial measures.

Conference Call Cancelled

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).

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

Certain statements in this press release which are not historical in nature are intended to be, and are hereby identified as, “forward-looking statements” for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, future financial performance and operating results, the Company’s plans, business and growth strategies, objectives, expectations and intentions, and other statements that are not historical facts, including statements related to the expected timing, completion and benefits of the proposed transaction with Prosperity Bancshares, Inc., projections of macroeconomic and industry trends, which are inherently unreliable due to the multiple factors that impact economic trends, and any such variations may be material. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “could,” “scheduled,” “plans,” “intends,” “projects,” “anticipates,” “expects,” “believes,” “estimates,” “potential,” “would,” or “continue” or negatives of such terms or other comparable terminology.

All forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of Stellar to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others: changes in the interest rate environment, the value of Stellar’s assets and obligations and the availability of capital and liquidity; general competitive, economic, political and market conditions; and other factors that may affect future results of Stellar including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; disruptions to the economy and the U.S. banking system; risks associated with uninsured deposits and responsive measures by federal or state governments or banking regulators; legislative changes, executive orders, regulatory actions and reforms of the Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation and Texas Department of Banking.

Additional factors which could affect the Company’s future results can be found in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at www.sec.gov. We disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

3

Stellar Bancorp, Inc.

Financial Highlights

(Unaudited)

2025 2024
December 31 September 30 June 30 March 31 December 31
(Dollars in thousands)
ASSETS:
Cash and due from banks $ 94,331 $ 99,407 $ 136,060 $ 130,932 $ 419,967
Interest-bearing deposits at other financial institutions 325,122 629,042 442,044 429,643 491,249
Total cash and cash equivalents 419,453 728,449 578,104 560,575 911,216
Available for sale securities, at fair value 2,198,459 1,842,268 1,729,684 1,719,371 1,673,016
Loans held for investment 7,300,591 7,167,857 7,287,347 7,283,133 7,439,854
Less: allowance for credit losses on loans (83,629 ) (78,924 ) (83,165 ) (83,746 ) (81,058 )
Loans, net 7,216,962 7,088,933 7,204,182 7,199,387 7,358,796
Accrued interest receivable 35,869 34,865 35,537 37,669 37,884
Premises and equipment, net 106,118 107,803 108,615 109,750 111,856
Federal Reserve Bank and Federal Home Loan Bank stock 45,532 45,437 47,099 20,902 8,209
Bank-owned life insurance 109,477 109,358 108,726 108,108 107,498
Goodwill 497,318 497,318 497,318 497,318 497,318
Core deposit intangibles, net 71,018 75,929 81,468 87,007 92,546
Other assets 106,388 97,753 102,277 94,800 107,451
Total assets $ 10,806,594 $ 10,628,113 $ 10,493,010 $ 10,434,887 $ 10,905,790
LIABILITIES AND SHAREHOLDERS’  EQUITY
LIABILITIES:
Deposits:
Noninterest-bearing $ 3,407,865 $ 3,210,948 $ 3,183,693 $ 3,205,619 $ 3,576,206
Interest-bearing
Demand 2,114,997 1,960,857 1,941,156 1,863,752 1,845,749
Money market and savings 2,469,845 2,489,169 2,393,767 2,248,616 2,253,193
Certificates and other time 1,028,759 1,156,489 1,154,998 1,244,726 1,453,236
Total interest-bearing deposits 5,613,601 5,606,515 5,489,921 5,357,094 5,552,178
Total deposits 9,021,466 8,817,463 8,673,614 8,562,713 9,128,384
Accrued interest payable 5,508 9,429 7,607 9,856 17,052
Borrowed funds 69,925 119,923
Subordinated debt 40,226 70,196 70,165 70,135 70,105
Other liabilities 70,740 77,887 67,865 61,428 82,389
Total liabilities 9,137,940 8,974,975 8,889,176 8,824,055 9,297,930
SHAREHOLDERS’ EQUITY:
Common stock 509 512 514 521 534
Capital surplus 1,174,894 1,182,781 1,185,048 1,202,628 1,240,050
Retained earnings 566,216 547,717 529,216 510,072 492,640
Accumulated other comprehensive loss (72,965 ) (77,872 ) (110,944 ) (102,389 ) (125,364 )
Total shareholders’ equity 1,668,654 1,653,138 1,603,834 1,610,832 1,607,860
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 10,806,594 $ 10,628,113 $ 10,493,010 $ 10,434,887 $ 10,905,790
4

Stellar Bancorp, Inc.

Financial Highlights

(Unaudited)

Three<br> Months Ended Year<br> Ended
2025 2024 2025 2024
December<br> 31 September 30 June<br> 30 March<br> 31 December<br> 31 December<br> 31 December<br> 31
(Dollars in thousands,<br> except per share data)
INTEREST INCOME:
Loans, including fees $ 119,866 $ 122,557 $ 121,814 $ 120,640 $ 128,738 $ 484,877 $ 531,680
Securities:
Taxable 17,619 16,278 15,293 16,148 14,789 65,338 49,903
Tax-exempt 808 808 810 812 814 3,238 3,262
Deposits in<br> other financial institutions 5,745 5,770 4,782 4,720 5,681 21,017 17,555
Total interest<br> income 144,038 145,413 142,699 142,320 150,022 574,470 602,400
INTEREST EXPENSE:
Demand, money<br> market and savings deposits 29,484 32,376 31,097 27,574 27,877 120,531 113,246
Certificates and other time deposits 10,370 10,920 11,459 13,527 16,830 46,276 68,745
Borrowed funds 6 56 407 517 235 986 4,549
Subordinated<br> debt 795 1,417 1,401 1,444 2,123 5,057 7,868
Total interest<br> expense 40,655 44,769 44,364 43,062 47,065 172,850 194,408
NET INTEREST INCOME 103,383 100,644 98,335 99,258 102,957 401,620 407,992
Provision<br> for (reversal of) credit losses 5,131 305 1,090 3,632 942 10,158 (2,880 )
Net<br> interest income after provision for credit losses 98,252 100,339 97,245 95,626 102,015 391,462 410,872
NONINTEREST INCOME:
Service charges on deposit accounts 1,592 1,545 1,561 1,584 1,590 6,282 6,430
(Loss) gain on sale/write-down<br> of assets (171 ) (491 ) (57 ) 417 (112 ) (302 ) 769
Bank-owned life insurance 1,026 632 618 610 622 2,886 2,414
Debit card and interchange income 583 572 566 520 570 2,241 2,191
Other 2,478 2,728 3,103 2,374 2,362 10,683 11,242
Total noninterest<br> income 5,508 4,986 5,791 5,505 5,032 21,790 23,046
NONINTEREST EXPENSE:
Salaries and employee benefits 42,913 43,175 40,927 41,792 43,797 168,807 165,357
Net occupancy and equipment 4,776 4,518 4,399 3,926 4,401 17,619 17,864
Depreciation 2,056 2,015 1,992 1,995 1,984 8,058 7,807
Data processing<br> and software amortization 5,796 5,882 5,620 5,682 5,551 22,980 21,652
Professional fees 1,587 1,601 1,287 1,786 3,428 6,261 9,424
Regulatory<br> assessments and FDIC insurance 1,205 1,688 1,561 1,733 1,636 6,187 7,568
Amortization of intangibles 4,930 5,554 5,548 5,548 5,581 21,580 24,220
Communications 872 855 861 847 807 3,435 3,418
Advertising 1,333 1,425 1,167 782 1,593 4,707 4,127
Other 6,690 6,429 6,642 6,075 6,488 25,836 27,521
Total noninterest<br> expense 72,158 73,142 70,004 70,166 75,266 285,470 288,958
INCOME BEFORE INCOME TAXES 31,602 32,183 33,032 30,965 31,781 127,782 144,960
Provision<br> for income taxes 5,454 6,513 6,680 6,263 6,569 24,910 29,957
NET INCOME $ 26,148 $ 25,670 $ 26,352 $ 24,702 $ 25,212 $ 102,872 $ 115,003
EARNINGS PER SHARE
Basic $ 0.51 $ 0.50 $ 0.51 $ 0.46 $ 0.47 $ 1.99 $ 2.15
Diluted $ 0.51 $ 0.50 $ 0.51 $ 0.46 $ 0.47 $ 1.99 $ 2.15
5

Stellar Bancorp, Inc.

Financial Highlights

(Unaudited)


Three<br> Months Ended Year<br> Ended
2025 2024 2025 2024
December<br> 31 September 30 June<br> 30 March<br> 31 December<br> 31 December<br> 31 December<br> 31
(Dollars and share amounts<br> in thousands, except per share data)
Net income $ 26,148 $ 25,670 $ 26,352 $ 24,702 $ 25,212 $ 102,872 $ 115,003
Earnings per share, basic $ 0.51 $ 0.50 $ 0.51 $ 0.46 $ 0.47 $ 1.99 $ 2.15
Earnings per share, diluted $ 0.51 $ 0.50 $ 0.51 $ 0.46 $ 0.47 $ 1.99 $ 2.15
Dividends per share $ 0.15 $ 0.14 $ 0.14 $ 0.14 $ 0.14 $ 0.57 $ 0.53
Return on average assets^(A)^ 0.97 % 0.97 % 1.01 % 0.94 % 0.94 % 0.97 % 1.08 %
Return on average equity^(A)^ 6.23 % 6.30 % 6.62 % 6.21 % 6.21 % 6.34 % 7.34 %
Return on average tangible equity^(A)(B)(D)^ 10.90 % 11.45 % 12.16 % 11.48 % 11.53 % 11.48 % 13.89 %
Net interest margin (tax equivalent)^(A)(C)^ 4.21 % 4.20 % 4.18 % 4.20 % 4.25 % 4.20 % 4.24 %
Net interest<br> margin (tax equivalent) excluding PAA^(A)(B)(C)^ 4.06 % 4.00 % 3.95 % 3.97 % 3.94 % 3.99 % 3.89 %
Efficiency ratio^(B)(E)^ 61.64 % 63.69 % 61.87 % 61.93 % 64.46 % 62.28 % 61.53 %
Capital Ratios
Stellar Bancorp, Inc. (Consolidated)
Equity to assets 15.44 % 15.55 % 15.28 % 15.44 % 14.74 % 15.44 % 14.74 %
Tangible equity to tangible assets^(B)(E)^ 10.75 % 10.74 % 10.34 % 10.42 % 9.87 % 10.75 % 9.87 %
Estimated<br> Total capital ratio (to risk-weighted assets) 15.73 % 16.33 % 15.98 % 15.97 % 16.00 % 15.73 % 16.00 %
Estimated<br> Common equity Tier 1 capital (to risk weighted assets) 14.18 % 14.43 % 14.06 % 14.05 % 14.14 % 14.18 % 14.14 %
Estimated<br> Tier 1 capital (to risk-weighted assets) 14.31 % 14.55 % 14.18 % 14.17 % 14.26 % 14.31 % 14.26 %
Estimated<br> Tier 1 leverage (to average tangible assets) 11.52 % 11.60 % 11.44 % 11.20 % 11.31 % 11.52 % 11.31 %
Stellar Bank
Estimated<br> Total capital ratio (to risk-weighted assets) 15.03 % 15.45 % 15.39 % 15.40 % 15.28 % 15.03 % 15.28 %
Estimated<br> Common equity Tier 1 capital (to risk-weighted assets) 13.83 % 14.27 % 14.18 % 14.20 % 14.13 % 13.83 % 14.13 %
Estimated<br> Tier 1 capital (to risk-weighted assets) 13.83 % 14.27 % 14.18 % 14.20 % 14.13 % 13.83 % 14.13 %
Estimated<br> Tier 1 leverage (to average tangible assets) 11.14 % 11.37 % 11.44 % 11.22 % 11.21 % 11.14 % 11.21 %
Other Data
Weighted average shares:
Basic 51,083 51,283 51,529 53,146 53,422 51,753 53,469
Diluted 51,167 51,356 51,569 53,197 53,471 51,805 53,510
Period end shares outstanding 50,902 51,228 51,398 52,141 53,429 50,902 53,429
Book value per share $ 32.78 $ 32.27 $ 31.20 $ 30.89 $ 30.09 $ 32.78 $ 30.09
Tangible book value per share^(B)^ $ 21.62 $ 21.08 $ 19.94 $ 19.69 $ 19.05 $ 21.62 $ 19.05
Employees - full-time equivalents 1,075 1,065 1,062 1,054 1,037 1,075 1,037
(A) Interim periods annualized.
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(B) Refer to the calculation of these non-GAAP financial measures on page 10 of this Earnings<br>Release.
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(C) Net interest margin represents net interest income divided by average interest-earning assets.
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(D) The calculation of return on average tangible equity has been adjusted from prior period disclosures and all periods presented above<br>have been recalculated and disclosed under the same calculation.
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(E) The calculation of the efficiency ratio represents total noninterest expense less amortization of core deposits, divided by the sum<br>of net interest income and noninterest income, excluding net gains and losses on the sale/write-down of assets. This calculation has been<br>adjusted from prior period disclosures and all periods presented above have been recalculated and disclosed under the same calculation.
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6

Stellar Bancorp, Inc.

Financial Highlights

(Unaudited)

Three<br> Months Ended
December<br> 31, 2025 September<br> 30, 2025 December<br> 31, 2024
Average<br> Balance Interest Earned/<br> <br>Interest Paid Average<br><br> Yield/Rate Average<br><br> Balance Interest Earned/<br> <br>Interest Paid Average<br><br> Yield/Rate Average<br><br> Balance Interest Earned/<br> <br>Interest Paid Average<br><br> Yield/Rate
(Dollars in thousands)
Assets
Interest-earning assets:
Loans $ 7,198,899 $ 119,866 6.61 % $ 7,228,778 $ 122,557 6.73 % $ 7,477,332 $ 128,738 6.85 %
Securities 1,976,112 18,427 3.70 % 1,790,897 17,086 3.79 % 1,702,111 15,603 3.65 %
Deposits in other financial institutions 578,480 5,745 3.94 % 505,342 5,770 4.53 % 473,719 5,681 4.77 %
Total interest-earning assets 9,753,491 $ 144,038 5.86 % 9,525,017 $ 145,413 6.06 % 9,653,162 $ 150,022 6.18 %
Allowance for credit losses on loans (78,995 ) (82,983 ) (84,423 )
Noninterest-earning assets 1,070,537 1,076,831 1,080,436
Total assets $ 10,745,033 $ 10,518,865 $ 10,649,175
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Interest-bearing demand deposits $ 2,008,416 $ 13,281 2.62 % $ 1,935,203 $ 14,356 2.94 % $ 1,623,867 $ 11,341 2.78 %
Money market and savings deposits 2,546,538 16,203 2.52 % 2,475,306 18,020 2.89 % 2,312,711 16,536 2.84 %
Certificates and other time deposits 1,127,248 10,370 3.65 % 1,162,461 10,920 3.73 % 1,538,785 16,830 4.35 %
Borrowed funds 327 6 7.28 % 3,156 56 7.04 % 15,979 235 5.85 %
Subordinated debt 40,211 795 7.84 % 70,181 1,417 8.01 % 101,394 2,123 8.33 %
Total interest-bearing liabilities 5,722,740 $ 40,655 2.82 % 5,646,307 $ 44,769 3.15 % 5,592,736 $ 47,065 3.35 %
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits 3,269,053 3,172,054 3,342,636
Other liabilities 88,715 82,993 99,041
Total liabilities 9,080,492 8,901,354 9,034,413
Shareholders’ equity 1,664,541 1,617,511 1,614,762
Total liabilities and shareholders’<br> equity $ 10,745,033 $ 10,518,865 $ 10,649,175
Net interest rate spread 3.04 % 2.91 % 2.83 %
Net interest income and margin $ 103,383 4.21 % $ 100,644 4.19 % $ 102,957 4.24 %
Net interest income and margin<br> (tax equivalent) $ 103,487 4.21 % $ 100,739 4.20 % $ 103,039 4.25 %
Cost of funds 1.79 % 2.01 % 2.10 %
Cost of deposits 1.77 % 1.96 % 2.02 %
7

Stellar Bancorp, Inc.

Financial Highlights

(Unaudited)

Year Ended December 31,
2025 2024
Average <br> Balance Interest Earned/<br> <br>Interest Paid Average <br> Yield/Rate Average<br> Balance Interest Earned/<br> <br>Interest Paid Average<br> Yield/Rate
(Dollars in thousands)
Assets
Interest-earning assets:
Loans $ 7,263,152 $ 484,877 6.68 % $ 7,712,122 $ 531,680 6.89 %
Securities 1,828,752 68,576 3.75 % 1,593,073 53,165 3.34 %
Deposits in other financial institutions 488,213 21,017 4.30 % 334,654 17,555 5.25 %
Total interest-earning assets 9,580,117 $ 574,470 6.00 % 9,639,849 $ 602,400 6.25 %
Allowance for credit losses on loans (81,708 ) (91,770 )
Noninterest-earning assets 1,086,711 1,098,396
Total assets $ 10,585,120 $ 10,646,475
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Interest-bearing demand deposits $ 1,952,032 $ 54,429 2.79 % $ 1,618,212 $ 48,290 2.98 %
Money market and savings deposits 2,407,951 66,102 2.75 % 2,236,678 64,956 2.90 %
Certificates and other time deposits 1,196,586 46,276 3.87 % 1,574,598 68,745 4.37 %
Borrowed funds 20,791 986 4.74 % 77,662 4,549 5.86 %
Subordinated debt 62,605 5,057 8.08 % 107,768 7,868 7.30 %
Total interest-bearing liabilities 5,639,965 $ 172,850 3.06 % 5,614,918 $ 194,408 3.46 %
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits 3,236,602 3,369,931
Other liabilities 85,472 94,165
Total liabilities 8,962,039 9,079,014
Shareholders' equity 1,623,081 1,567,461
Total liabilities and shareholders' equity $ 10,585,120 $ 10,646,475
Net interest rate spread 2.94 % 2.79 %
Net interest income and margin $ 401,620 4.19 % $ 407,992 4.23 %
Net interest income and margin (tax equivalent) $ 402,005 4.20 % $ 408,305 4.24 %
Cost of funds 1.95 % 2.16 %
Cost of deposits 1.90 % 2.07 %
8

Stellar Bancorp, Inc.

Financial Highlights

(Unaudited)

Three Months Ended
2025 2024
December 31 September 30 June 30 March 31 December 31
(Dollars in thousands)
Loan Portfolio:
Commercial and industrial $ 1,476,559 $ 1,332,795 $ 1,346,744 $ 1,362,266 $ 1,362,260
Real estate:
Commercial real estate (including multi-family residential) 3,766,294 3,733,293 3,840,981 3,854,607 3,868,218
Commercial real estate construction and land development 720,779 753,381 762,911 721,488 845,494
1-4 family residential (including home equity) 1,136,227 1,142,614 1,126,523 1,125,837 1,115,484
Residential construction 124,653 121,197 137,855 141,283 157,977
Consumer and other 76,079 84,577 72,333 77,652 90,421
Total loans held for investment $ 7,300,591 $ 7,167,857 $ 7,287,347 $ 7,283,133 $ 7,439,854
Deposits:
Noninterest-bearing $ 3,407,865 $ 3,210,948 $ 3,183,693 $ 3,205,619 $ 3,576,206
Interest-bearing
Demand 2,114,997 1,960,857 1,941,156 1,863,752 1,845,749
Money market and savings 2,469,845 2,489,169 2,393,767 2,248,616 2,253,193
Certificates and other time 1,028,759 1,156,489 1,154,998 1,244,726 1,453,236
Total interest-bearing deposits 5,613,601 5,606,515 5,489,921 5,357,094 5,552,178
Total deposits $ 9,021,466 $ 8,817,463 $ 8,673,614 $ 8,562,713 $ 9,128,384
Asset Quality:
Nonaccrual loans $ 52,548 $ 46,250 $ 50,505 $ 54,518 $ 37,212
Accruing loans 90 or more days past due
Total nonperforming loans 52,548 46,250 50,505 54,518 37,212
Foreclosed assets 7,492 7,939 7,652 5,154 1,734
Total nonperforming assets $ 60,040 $ 54,189 $ 58,157 $ 59,672 $ 38,946
Net charge-offs $ 71 $ 3,323 $ 206 $ 163 $ 2,016
Nonaccrual loans:
Commercial and industrial $ 7,616 $ 5,594 $ 13,395 $ 11,471 $ 8,500
Real estate:
Commercial real estate (including multi-family residential) 29,271 25,156 23,359 26,383 16,459
Commercial real estate construction and land development 1,838 2,899 3,412 2,027 3,061
1-4 family residential (including home equity) 13,333 12,083 9,965 14,550 9,056
Residential construction 448 457 176
Consumer and other 42 61 198 87 136
Total nonaccrual loans $ 52,548 $ 46,250 $ 50,505 $ 54,518 $ 37,212
Asset Quality Ratios:
Nonperforming assets to total assets 0.56 % 0.51 % 0.55 % 0.57 % 0.36 %
Nonperforming loans to total loans 0.72 % 0.65 % 0.69 % 0.75 % 0.50 %
Allowance for credit losses on loans to nonperforming loans 159.15 % 170.65 % 164.67 % 153.61 % 217.83 %
Allowance for credit losses on loans to total loans 1.15 % 1.10 % 1.14 % 1.15 % 1.09 %
Net charge-offs to average loans (annualized) 0.00 % 0.18 % 0.01 % 0.01 % 0.11 %
9

Stellar Bancorp, Inc.

Financial Highlights

(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.

10

Stellar Bancorp, Inc.

Financial Highlights

(Unaudited)

Three<br> Months Ended Year<br> Ended
2025 2024 2025 2024
December 31 September<br> 30 June 30 March<br> 31 December 31 December 31 December 31
(Dollars and share amounts<br> in thousands, except per share data)
Net income $ 26,148 $ 25,670 $ 26,352 $ 24,702 $ 25,212 $ 102,872 $ 115,003
Add: Provision for (reversal of) credit losses 5,131 305 1,090 3,632 942 10,158 (2,880 )
Add: Provision for income taxes 5,454 6,513 6,680 6,263 6,569 24,910 29,957
Pre-tax, pre-provision<br> income $ 36,733 $ 32,488 $ 34,122 $ 34,597 $ 32,723 $ 137,940 $ 142,080
Total average assets $ 10,745,033 $ 10,518,865 $ 10,464,157 $ 10,611,691 $ 10,649,175 $ 10,585,120 $ 10,646,475
Pre-tax, pre-provision return on average assets^(A)^ 1.36 % 1.23 % 1.31 % 1.32 % 1.22 % 1.30 % 1.33 %
Total shareholders’ equity $ 1,668,654 $ 1,653,138 $ 1,603,834 $ 1,610,832 $ 1,607,860 $ 1,668,654 $ 1,607,860
Less: Goodwill and core deposit<br> intangibles, net 568,336 573,247 578,786 584,325 589,864 568,336 589,864
Tangible shareholders’<br> equity $ 1,100,318 $ 1,079,891 $ 1,025,048 $ 1,026,507 $ 1,017,996 $ 1,100,318 $ 1,017,996
Shares outstanding at end of period 50,902 51,228 51,398 52,141 53,429 50,902 53,429
Tangible book value per share $ 21.62 $ 21.08 $ 19.94 $ 19.69 $ 19.05 $ 21.62 $ 19.05
Average shareholders’ equity $ 1,664,541 $ 1,617,511 $ 1,595,540 $ 1,614,242 $ 1,614,762 $ 1,623,081 $ 1,567,461
Less: Average<br> goodwill and core deposit intangibles, net 570,721 575,836 581,438 586,895 592,471 578,670 601,768
Average tangible shareholders’<br> equity $ 1,093,820 $ 1,041,675 $ 1,014,102 $ 1,027,347 $ 1,022,291 $ 1,044,411 $ 965,693
Net income $ 26,148 $ 25,670 $ 26,352 $ 24,702 $ 25,212 $ 102,872 $ 115,003
Add:<br> Core deposit intangibles amortization, net of tax 3,895 4,388 4,383 4,383 4,409 17,048 19,134
Adjusted net income $ 30,043 $ 30,058 $ 30,735 $ 29,085 $ 29,621 $ 119,920 $ 134,137
Return on average tangible equity^(A)(B)^ 10.90 % 11.45 % 12.16 % 11.48 % 11.53 % 11.48 % 13.89 %
Total assets $ 10,806,594 $ 10,628,113 $ 10,493,010 $ 10,434,887 $ 10,905,790 $ 10,806,594 $ 10,905,790
Less: Goodwill and core deposit intangibles,<br> net 568,336 573,247 578,786 584,325 589,864 568,336 589,864
Tangible assets $ 10,238,258 $ 10,054,866 $ 9,914,224 $ 9,850,562 $ 10,315,926 $ 10,238,258 $ 10,315,926
Tangible equity to tangible assets 10.75 % 10.74 % 10.34 % 10.42 % 9.87 % 10.75 % 9.87 %
Net interest income (tax equivalent) $ 103,487 $ 100,739 $ 98,427 $ 99,353 $ 103,039 $ 402,005 $ 408,305
Less: Purchase accounting accretion 3,781 4,800 5,344 5,397 7,555 19,322 32,999
Adjusted net<br> interest income (tax equivalent) $ 99,706 $ 95,939 $ 93,083 $ 93,956 $ 95,484 $ 382,683 $ 375,306
Average earning assets $ 9,753,491 $ 9,525,017 $ 9,448,589 $ 9,592,205 $ 9,653,162 $ 9,580,117 $ 9,639,849
Net interest margin (tax equivalent) excluding PAA^(A)^ 4.06 % 4.00 % 3.95 % 3.97 % 3.94 % 3.99 % 3.89 %
Noninterest expense $ 72,158 $ 73,142 $ 70,004 $ 70,166 $ 75,266 $ 285,470 $ 288,958
Less: Core deposit intangibles amortization 4,930 5,554 5,548 5,548 5,581 21,580 24,220
Adjusted noninterest expense $ 67,228 $ 67,588 $ 64,456 $ 64,618 $ 69,685 $ 263,890 $ 264,738
Net interest income 103,383 100,644 98,335 99,258 102,957 401,620 407,992
Noninterest income 5,508 4,986 5,791 5,505 5,032 21,790 23,046
Less: (Loss) gain on sale of assets (171 ) (491 ) (57 ) 417 (112 ) (302 ) 769
Adjusted noninterest income 5,679 5,477 5,848 5,088 5,144 22,092 22,277
Net<br> interest income plus adjusted noninterest income $ 109,062 $ 106,121 $ 104,183 $ 104,346 $ 108,101 $ 423,712 $ 430,269
Efficiency ratio^(C)^ 61.64 % 63.69 % 61.87 % 61.93 % 64.46 % 62.28 % 61.53 %
(A) Interim periods annualized.
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(B) The calculation of return on average tangible equity has been adjusted from prior period disclosures and all periods presented above<br>have been recalculated and disclosed under the same calculation.
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(C) The calculation of the efficiency ratio has been adjusted from prior period disclosures and all periods presented above have been<br>recalculated and disclosed under the same calculation.
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11