Recent developments for Stellar Bancorp include the announcement and approval of a merger agreement with Prosperity Bancshares, quarterly earnings releases, and related investor communications.

• On January 27, 2026, Stellar Bancorp entered into a merger agreement with Prosperity Bancshares, Inc., under which Stellar will merge into Prosperity, subject to customary closing conditions including shareholder and regulatory approvals [N4][S1].
• The merger agreement includes the merger of Stellar Bank into Prosperity Bank, with governance provisions for director appointments and non-solicitation agreements post-merger [S1][N4].
• The Boards of Directors of both Stellar and Prosperity unanimously approved the merger agreement [S1][N4].
• Stellar Bancorp reported financial results for Q4 2025, with public disclosures and analysis of key metrics available [N5][N6][N7].
• The company cancelled its previously announced Q4 2025 earnings conference call due to the merger announcement [S1][N4].
• Recent news articles highlight Stellar Bancorp as a momentum pick and provide investor information related to the merger and earnings [N1][N3].

The merger agreement with Prosperity Bancshares, approved unanimously by both boards, represents a significant strategic milestone that could enhance operational scale and market reach. Stellar Bancorp's solid liquidity and profitability metrics as of the end of 2025 demonstrate financial strength. The company’s governance framework, including independent directors and audit committee oversight, supports sound management practices. Recent news coverage highlights investor interest and momentum around the company, reflecting market attention to its strategic developments and financial performance.

The merger is subject to customary closing conditions including shareholder and regulatory approvals, which introduce execution risk. Integration challenges post-merger could arise, including potential delays or higher costs than anticipated. The company’s financial disclosures do not provide detailed segment or industry classification, limiting visibility into specific business risks. Market and regulatory conditions could impact the combined entity’s future operations. The cancellation of the Q4 2025 earnings call due to the merger announcement may reduce near-term transparency. Risks related to management distraction and potential dilution from the transaction are also noted in public disclosures.

Stellar Bancorp operates in the regulated banking sector with compliance policies and governance structures aligned with NYSE and SEC requirements. The company’s liquidity position and profitability as of fiscal year 2025 indicate operational stability. The announced merger with Prosperity Bancshares suggests strategic consolidation in the regional banking market, potentially enhancing scale and competitive positioning. The company’s governance includes a majority of independent directors and established audit oversight, supporting regulatory compliance and operational integrity. However, detailed information on specific competitive advantages or unique market positioning is not disclosed in the available filings.

• Merger Execution Risk: The completion of the merger with Prosperity Bancshares is subject to shareholder approval, regulatory approvals, and absence of legal restraints, any of which could delay or prevent closing.
• Integration Challenges: Post-merger integration of Stellar’s and Prosperity’s businesses and operations may be more costly or difficult than expected, potentially impacting operational continuity.
• Regulatory and Legal Risks: The transaction requires approvals from multiple regulatory bodies, and any imposed conditions or legal proceedings could adversely affect the combined company.
• Management Distraction: The merger process may divert management’s attention from ongoing business operations, potentially affecting performance.
• Market and Economic Conditions: General competitive, economic, political, and market conditions may affect future results of Stellar and the combined entity.

• Stellar Bancorp, Inc. is a Texas-based banking company with its principal executive offices located in Houston, Texas.
• The company is listed on the New York Stock Exchange under the ticker STEL.
• As of December 31, 2025, Stellar Bancorp reported cash and cash equivalents of $419.5 million USD and net income of $102.9 million USD for the fiscal year 2025, with basic and diluted earnings per share of $1.99.
• The company has adopted policies to comply with regulatory requirements including a Related Person Transactions Policy to manage conflicts of interest.
• The Board of Directors has a majority of independent directors as defined by NYSE and SEC rules, with exceptions noted for certain named individuals.
• Stellar Bancorp entered into a definitive merger agreement with Prosperity Bancshares, Inc. on January 27, 2026, under which Stellar will merge into Prosperity, with Prosperity continuing as the surviving corporation.
• The merger includes the merger of Stellar's wholly owned banking subsidiary, Stellar Bank, into Prosperity's wholly owned banking subsidiary, Prosperity Bank.
• The merger agreement was unanimously approved by the Boards of Directors of both companies and is subject to customary closing conditions including shareholder approval, regulatory approvals, and absence of legal restraints.
• The merger agreement includes provisions for voting agreements and director support agreements with Stellar's directors to support the transaction and includes post-merger non-solicitation covenants.
• The merger agreement provides for the appointment of two Stellar directors to the boards of Prosperity and Prosperity Bank upon closing.
• The merger agreement includes customary representations, warranties, covenants, and termination rights, including a $78 million termination fee payable by Stellar under certain conditions.
• Recent news coverage highlights the merger announcement and related investor information, as well as quarterly earnings releases and analysis of key financial metrics.
• The company cancelled its previously announced Q4 2025 earnings conference call due to the merger announcement.
• The company’s financial figures and disclosures are summarized from the latest available SEC filings and are provided for informational purposes only.
• The company is not classified as an emerging growth company as of the latest filings.
• The company’s independent auditor for 2025 was Crowe LLP, with audit fees disclosed in the 10-K/A filing.