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NYSE: STEL Stellar Bancorp, Inc. 8-K

Stellar Bancorp merger with Prosperity clears SEC hurdle; Q1 results released

Filed April 28, 2026 · Period ending April 28, 2026 · ~1 min read

3 key changes 2 high relevance 3 sections

Key Changes

  • high

    SEC declared the Prosperity-Stellar merger registration statement effective on April 21, 2026, marking a critical regulatory milestone that allows the transaction to proceed to shareholder vote.

    Item 8.01 view on EDGAR →
  • high

    Stellar began mailing proxy materials to shareholders on April 23, 2026, initiating the formal voting process on the proposed merger with Prosperity Bancshares.

    Item 8.01 view on EDGAR →
  • medium

    Company announced first quarter 2026 financial results via press release on April 28, 2026. Detailed metrics are contained in the attached earnings release exhibit.

Summary

Stellar Bancorp's pending merger with Prosperity Bancshares took a major step forward as the SEC declared the transaction's registration statement effective on April 21, 2026. The company immediately began distributing proxy materials to shareholders two days later, setting the stage for a shareholder vote that will determine whether the deal closes.

This regulatory clearance removes a key uncertainty and puts the merger timeline firmly in shareholders' hands. Separately, Stellar released its first quarter 2026 earnings results on April 28. While the 8-K filing itself doesn't contain the financial details, the earnings release is attached as an exhibit.

For retail investors, the Q1 results matter less than the merger vote outcome, since Prosperity will acquire Stellar if shareholders approve the transaction. Watch for the announcement of the special shareholder meeting date and vote results. The proxy materials now in shareholders' hands contain the merger terms, exchange ratio, and management's recommendation—critical reading for anyone deciding whether to tender their shares or seek appraisal rights.

Section-by-Section Diff

Event · Item 2.02 — Results of Operations and Financial Condition

~100 words

Item 2.02 — Results of Operations and Financial Condition filed; see Key Changes for terms.

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Added Q1 2026 earnings announcement high

Added in current filing · verify on EDGAR →

On April 28, 2026 Stellar Bancorp, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of 2026.

The company disclosed its first quarter 2026 financial results through a press release. The actual financial metrics and performance details are contained in the attached press release exhibit, which is not included in this 8-K body text.

Event · Item 7.01 — Regulation FD Disclosure

~100 words

Stellar Bancorp furnished earnings release and presentation materials via Regulation FD disclosure.

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Show 1 minor / wording change
Added Regulation FD Disclosure low

Added in current filing · verify on EDGAR →

The earnings release will be posted on the Company’s website. The earnings release and presentation materials are attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The company disclosed that it is furnishing earnings release and presentation materials under Regulation FD. These materials are attached as exhibits and will be posted on the company's website. This is a routine disclosure mechanism for making material information publicly available.

Event · Item 9.01 — Financial Statements and Exhibits

~2,400 words

Stellar Bancorp filed Q1 2026 earnings release and updated merger-related disclosures with Prosperity.

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Added Q1 2026 earnings release medium

Added in current filing · view on EDGAR →

99.1 Q1 2026 Earnings Release

Stellar Bancorp disclosed its first quarter 2026 financial results by furnishing an earnings release as Exhibit 99.1. The 8-K filing itself does not contain the actual earnings figures or financial details, which are contained in the separate exhibit. This is a routine quarterly disclosure mechanism.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify