stel-202504230001473844FALSE00014738442025-04-232025-04-23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
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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 23, 2025
Stellar Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
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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:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common stock, par value $0.01 per share | | STEL | | New York Stock Exchange |
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 8.01. Other Events.
Share Repurchase Program
On April 23, 2025, Stellar Bancorp, Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors authorized a new share repurchase program under which the Company may repurchase up to $65 million of the Company’s common stock through May 31, 2026.
Membership in Federal Reserve System
The press release issued by the Company on April 23, 2025 also announced that Stellar Bank, the wholly-owned subsidiary of the Company, completed the process to become a member of the Federal Reserve System effective April 14, 2025. As a result, Stellar Bank’s primary federal regulator is now the Board of Governors of the Federal Reserve System and the Texas Department of Banking will remain Stellar Bank’s primary state regulator.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following are furnished as exhibits to this Current Report on Form 8-K:
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Exhibit Number | Description of Exhibit |
99.1 | |
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.
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| STELLAR BANCORP, INC. |
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Date: April 23, 2025 | By: | /s/ Paul P. Egge |
| | Paul P. Egge |
| | Chief Financial Officer |