{"filing":{"accession_number":"0001193125-26-291511","cik":"0001473844","ticker":"STEL","company_name":"Stellar Bancorp, Inc.","form":"8-K","filing_date":"2026-07-01","report_date":null,"primary_document":"d116708d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1473844/000119312526291511/d116708d8k.htm"},"events":[{"id":15278,"run_id":13634,"accession_number":"0001193125-26-291511","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"summary":"Stellar Bancorp completed a merger with and into Prosperity Bancshares on July 1, 2026, with Prosperity as the surviving corporation. Stellar shareholders received 0.3803 shares of Prosperity Common Stock plus $11.36 cash per Stellar share, and the merger resulted in a change of control and cessation of Stellar's corporate existence.","company_name":"Stellar Bancorp, Inc.","ticker":"STEL","filing_date":"2026-07-01","form":"8-K","submitted_at":null,"items":[{"id":12974,"accession_number":"0001193125-26-291511","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger on July 1, 2026, in which Stellar Bancorp merged with and into Prosperity Bancshares, with Prosperity as the surviving corporation. The filing details the exchange ratio (0.3803 shares of Prosperity Common Stock plus $11.36 cash per Stellar share), treatment of equity awards, and the concurrent bank-level merger. This is a material acquisition/change of control event that would significantly affect a reasonable investor's assessment of Stellar's status and shareholder value.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:37:56.275048+00:00","company_name":"","ticker":null,"filing_date":""},{"id":12975,"accession_number":"0001193125-26-291511","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Stellar notified the NYSE on June 30, 2026 of the consummation of a merger and requested suspension and withdrawal of its common stock from NYSE listing prior to July 1, 2026, with subsequent Form 25 delisting notification and Form 15 deregistration filing. This is a formal delisting notice triggered by a merger completion, making it a material event under Item 3.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:37:56.275048+00:00","company_name":"","ticker":null,"filing_date":""},{"id":12976,"accession_number":"0001193125-26-291511","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses that Stellar Common Stock holders' rights ceased at the \"Effective Time\" of a merger, with shareholders receiving only merger consideration. The filing cross-references Items 2.01 (Completion of Acquisition or Disposition), 3.01 (Material Agreements), 5.01 (Changes in Control), and 5.03 (Amendments to Articles of Incorporation or Bylaws), all of which are hallmarks of a completed merger or change-of-control transaction. This is a material acquisition/merger completion event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:37:56.275048+00:00","company_name":"","ticker":null,"filing_date":""},{"id":12977,"accession_number":"0001193125-26-291511","item_number":"5.01","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 5.01 discloses a change of control, but the section provided contains only a cross-reference to Items 2.01, 3.01, 3.03, and 5.02 without substantive disclosure of the underlying event. The cross-referenced items likely contain the material details (M\u0026A activity, delisting, amendments, or executive changes), but without access to those sections, the specific event type cannot be reliably determined. The materiality is clear (change of control is inherently material), but the event domain remains ambiguous from this excerpt alone.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:37:56.275048+00:00","company_name":"","ticker":null,"filing_date":""},{"id":12978,"accession_number":"0001193125-26-291511","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"While Item 5.02 typically covers executive changes, the substance of this disclosure centers on a merger consummation (\"Effective Time,\" \"Merger Agreement,\" \"consummation of the Merger\") in which Stellar's entire board and executive team ceased serving and two directors were appointed to the acquirer's board. This is a material acquisition event disclosed under Item 5.02 rather than Item 1.01, making ma_activity the most salient classification despite the Item number.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:37:56.275048+00:00","company_name":"","ticker":null,"filing_date":""},{"id":12979,"accession_number":"0001193125-26-291511","item_number":"5.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Although Item 5.03 nominally addresses amendments to articles and bylaws, the prose discloses that Stellar's governing documents \"ceased to be in effect by operation of law\" as a result of a \"Merger,\" with Prosperity's documents continuing as the Surviving Corporation's governing documents. This is a merger completion, not a routine bylaw amendment. The reference to Item 2.01 (which covers material acquisitions and mergers) confirms the principal event is the merger itself, making this a material M\u0026A activity disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:37:56.275048+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":15279,"run_id":13634,"accession_number":"0001193125-26-291511","anchor_item_number":"8.01","event_type":"financial_other","event_domain":"financial","is_material":true,"confidence":0.75,"summary":"Stellar executed a balance sheet repositioning strategy involving the sale of approximately $466.4 million of securities from its investment portfolio during the period ending June 30, 2026.","company_name":"Stellar Bancorp, Inc.","ticker":"STEL","filing_date":"2026-07-01","form":"8-K","submitted_at":null,"items":[{"id":12980,"accession_number":"0001193125-26-291511","item_number":"8.01","item_title":null,"event_type":"financial_other","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Stellar executed a balance sheet repositioning strategy involving the sale of approximately $466.4 million of securities from its investment portfolio during the period ending June 30, 2026. This is a material financial event involving a significant asset disposition, but it does not fit the specific categories of debt_issuance, dividend_distribution, material_impairment, or restatement. The sale of a substantial portion of the investment portfolio is a strategic financial action that would affect a reasonable investor's assessment of the company's capital structure and liquidity position, warranting classification as a material financial event outside the named categories.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:37:56.275048+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":12974,"accession_number":"0001193125-26-291511","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger on July 1, 2026, in which Stellar Bancorp merged with and into Prosperity Bancshares, with Prosperity as the surviving corporation. The filing details the exchange ratio (0.3803 shares of Prosperity Common Stock plus $11.36 cash per Stellar share), treatment of equity awards, and the concurrent bank-level merger. This is a material acquisition/change of control event that would significantly affect a reasonable investor's assessment of Stellar's status and shareholder value.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:37:56.275048+00:00","company_name":"Stellar Bancorp, Inc.","ticker":"STEL","filing_date":"2026-07-01"},{"id":12975,"accession_number":"0001193125-26-291511","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Stellar notified the NYSE on June 30, 2026 of the consummation of a merger and requested suspension and withdrawal of its common stock from NYSE listing prior to July 1, 2026, with subsequent Form 25 delisting notification and Form 15 deregistration filing. This is a formal delisting notice triggered by a merger completion, making it a material event under Item 3.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:37:56.275048+00:00","company_name":"Stellar Bancorp, Inc.","ticker":"STEL","filing_date":"2026-07-01"},{"id":12976,"accession_number":"0001193125-26-291511","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses that Stellar Common Stock holders' rights ceased at the \"Effective Time\" of a merger, with shareholders receiving only merger consideration. The filing cross-references Items 2.01 (Completion of Acquisition or Disposition), 3.01 (Material Agreements), 5.01 (Changes in Control), and 5.03 (Amendments to Articles of Incorporation or Bylaws), all of which are hallmarks of a completed merger or change-of-control transaction. This is a material acquisition/merger completion event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:37:56.275048+00:00","company_name":"Stellar Bancorp, Inc.","ticker":"STEL","filing_date":"2026-07-01"},{"id":12977,"accession_number":"0001193125-26-291511","item_number":"5.01","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 5.01 discloses a change of control, but the section provided contains only a cross-reference to Items 2.01, 3.01, 3.03, and 5.02 without substantive disclosure of the underlying event. The cross-referenced items likely contain the material details (M\u0026A activity, delisting, amendments, or executive changes), but without access to those sections, the specific event type cannot be reliably determined. The materiality is clear (change of control is inherently material), but the event domain remains ambiguous from this excerpt alone.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:37:56.275048+00:00","company_name":"Stellar Bancorp, Inc.","ticker":"STEL","filing_date":"2026-07-01"},{"id":12978,"accession_number":"0001193125-26-291511","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"While Item 5.02 typically covers executive changes, the substance of this disclosure centers on a merger consummation (\"Effective Time,\" \"Merger Agreement,\" \"consummation of the Merger\") in which Stellar's entire board and executive team ceased serving and two directors were appointed to the acquirer's board. This is a material acquisition event disclosed under Item 5.02 rather than Item 1.01, making ma_activity the most salient classification despite the Item number.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:37:56.275048+00:00","company_name":"Stellar Bancorp, Inc.","ticker":"STEL","filing_date":"2026-07-01"},{"id":12979,"accession_number":"0001193125-26-291511","item_number":"5.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Although Item 5.03 nominally addresses amendments to articles and bylaws, the prose discloses that Stellar's governing documents \"ceased to be in effect by operation of law\" as a result of a \"Merger,\" with Prosperity's documents continuing as the Surviving Corporation's governing documents. This is a merger completion, not a routine bylaw amendment. The reference to Item 2.01 (which covers material acquisitions and mergers) confirms the principal event is the merger itself, making this a material M\u0026A activity disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:37:56.275048+00:00","company_name":"Stellar Bancorp, Inc.","ticker":"STEL","filing_date":"2026-07-01"},{"id":12980,"accession_number":"0001193125-26-291511","item_number":"8.01","item_title":null,"event_type":"financial_other","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Stellar executed a balance sheet repositioning strategy involving the sale of approximately $466.4 million of securities from its investment portfolio during the period ending June 30, 2026. This is a material financial event involving a significant asset disposition, but it does not fit the specific categories of debt_issuance, dividend_distribution, material_impairment, or restatement. The sale of a substantial portion of the investment portfolio is a strategic financial action that would affect a reasonable investor's assessment of the company's capital structure and liquidity position, warranting classification as a material financial event outside the named categories.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:37:56.275048+00:00","company_name":"Stellar Bancorp, Inc.","ticker":"STEL","filing_date":"2026-07-01"}]}