Short answer
Stellar Bancorp, Inc. (STEL) filed an 8-K current report with the SEC on July 1, 2026 reporting Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 3.01 (Notice of Delisting), Item 3.03 (Material Modification to Rights of Security Holders), Item 5.01 (Changes in Control of Registrant), Item 5.03 (Amendments to Articles of Incorporation or Bylaws). Stellar completed merger with Prosperity Bancshares on July 1, 2026, creating Prosperity as the surviving corporation.
- This filing includes Item 3.01, an item that often signal trouble.
Stellar Bancorp, Inc. 8-K event analysis
AI summary of each reported item and its exhibits
Item 2.01 · Completion of Acquisition or Disposition of Assets
- Stellar completed merger with Prosperity Bancshares on July 1, 2026, creating Prosperity as the surviving corporation
- Stellar Bank merged into Prosperity Bank, consolidating the operating banking subsidiaries
- Stellar shareholders received $11.36 cash plus 0.3803 Prosperity shares per Stellar share
- Stock options below merger consideration value received cash spreads; options at or above value were cancelled without consideration
- Performance awards paid at 100% of target, or 200% for 2024 awards, increasing transaction-related employee payouts
Item 3.01 · Notice of Delisting
- Stellar common-stock holders’ ownership rights ended at the merger’s effective time
- Former holders retain only the right to receive merger consideration under the Merger Agreement
- Delisting reflects completion of the merger transaction, eliminating ongoing trading in Stellar Common Stock
- Items 2.01, 3.01, 5.01 and 5.03 provide related transaction and governance details
Item 3.03 · Material Modification to Rights of Security Holders
- Item 3.03 cross-references Items 2.01, 3.01, and 5.02 for details on changes affecting security-holder rights
- Investor impact depends on the referenced control, listing, transaction, or leadership changes needing review in the full filing
Item 5.01 · Changes in Control of Registrant
- Stellar’s directors and executive officers ceased serving at the merger’s Effective Time
- Former Stellar directors Robert R. Franklin, Jr. and Joseph B. Swinbank joined Prosperity’s board
- Leadership transition confirms control shift to Prosperity following the merger
Item 5.03 · Amendments to Articles of Incorporation or Bylaws
- Stellar sold approximately $466.4 million of investment securities during the period ending June 30, 2026
- Portfolio sales included agency MBS, CMBS, collateralized mortgage obligations, municipal securities, and corporate debt
- Balance-sheet repositioning tied to closing of the Transactions, potentially changing liquidity, interest-rate exposure, and securities income mix
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
Other Stellar Bancorp, Inc. 8-K filings
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