UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Amendment No. 1)
CURRENT REPORT
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Introductory Note
As previously disclosed, effective October 1, 2022, Stellar Bancorp, Inc., a Texas corporation formerly known as CBTX, Inc. (the “Company”), completed its previously announced merger of equals (the “Merger”) with Allegiance Bancshares, Inc., a Texas corporation (“Allegiance”), pursuant to an Agreement and Plan of Merger, dated as of November 5, 2021, by and between the Company and Allegiance. At closing, Allegiance merged with and into the Company, with the Company as the surviving corporation.
This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) is being filed to amend Item 9.01 of the Company’s Current Report filed with the Securities and Exchange Commission on October 3, 2022 (the “Original Form 8-K”) in order to include the historical financial statements of Allegiance required by Item 9.01(a) of Form 8-K and the pro forma financial information required by Item 9.01(b) of Form 8-K. Except as described in the Form 8-K/A, all other information in the Original Form 8-K remains unchanged.
Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
The audited consolidated balance sheets of Allegiance as of December 31, 2021 and 2020 and consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the years ended December 31, 2021, 2020 and 2019 and related notes are included as Exhibit 99.1 to this Form 8-K/A and incorporated herein by reference.
The unaudited consolidated balance sheet of Allegiance at June 30, 2022 and consolidated statements of income for the three and six months ended June 30, 2022 and 2021, consolidated statements of comprehensive income for the three and six months ended June 30, 2022 and 2021, consolidated statements of changes in shareholders’ equity for the three and six months ended June 30, 2022 and 2021 and consolidated statements of cash flows for the six months ended June 30, 2022 and 2021 and related notes are included as Exhibit 99.2 to this Form 8-K/A and incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma combined condensed consolidated statement of financial condition of Stellar Bancorp as of June 30, 2022 and the unaudited pro forma combined condensed statement of income for the six months ended June 30, 2022 and for the year ended December 31, 2021, after giving effect to the Merger and the adjustments described in such pro forma financial statements, are included as Exhibit 99.3 to this Form 8-K/A and incorporated herein by reference.
(d) | Exhibits. |
SIGNATURES
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.
Date: October 26, 2022
STELLAR BANCORP, INC.
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By: | /s/ Paul P. Egge | |
Name: | Paul P. Egge | |
Title: | Chief Financial Officer |