8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________

Form 8-K

____________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): May 30, 2023

Stellar Bancorp, Inc.

(Exact Name of Registrant as Specified in Charter)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	STEL	The Nasdaq Stock Market LLC

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

(d) Transfer of Listing

On May 30, 2023, Stellar Bancorp, Inc. (the “Company”) acting pursuant to authorization from its Board of Directors, provided written notice to the Nasdaq Stock Market LLC (“Nasdaq”) that it intends to voluntarily withdraw the principal listing its Common Stock, par value $0.01 per share, (“Common Stock”), from Nasdaq and transfer the listing of its Common Stock to the New York Stock Exchange (“NYSE”). The Company expects that listing and trading of its Common Stock on the Nasdaq will end at market close on June 9, 2023, and that trading will commence on the NYSE at market open on June 12, 2023.

The Common Stock has been authorized for listing on the NYSE, where it will continue to trade under the stock symbol “STEL”.

Item 7.01 Regulation FD Disclosure.

On May 30, 2023, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits. The following are furnished as exhibits to this Current Report on Form 8-K:

Exhibit Number	Description of Exhibit
99.1	Press Release dated May 30, 2023
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.

	STELLAR BANCORP, INC.
Date: May 30, 2023	By:	/s/ Paul P. Egge
		Paul P. Egge
		Chief Financial Officer

EX-99.1

Exhibit 99.1

PRESS RELEASE

STELLAR BANCORP, INC. ANNOUNCES TRANSFER OF LISTING

OF COMMON STOCK TO THE NEW YORK STOCK EXCHANGE

HOUSTON, May 30, 2023 - Stellar Bancorp, Inc. (the “Company”) (NASDAQ: STEL) announced today that it is transferring the listing of its common stock to the New York Stock Exchange (“NYSE”) from The Nasdaq Stock Market LLC (“Nasdaq”). Stellar common stock is expected to begin trading on the NYSE on Monday, June 12, 2023 and will continued to be traded under the ticker symbol “STEL”. The Company expects its common stock to continue to trade on Nasdaq until the close of the market on June 9, 2023.

“We are thrilled to join the NYSE alongside many of the world’s most established and well regarded companies that trade on the NYSE. We believe that the NYSE is the right partner for Stellar and we look forward to leveraging the highly visible NYSE platform as we continue to build long-term value for our shareholders and customers,” said Robert Franklin, Jr., the Company’s Chief Executive Officer.

“We’re excited to welcome Texas-based community bank, Stellar Bancorp to the New York Stock Exchange,” said John Tuttle, Vice Chair, NYSE Group. “The NYSE is home to more companies from Texas than any other state, and we’re thrilled to welcome another into our community of icons and disruptors.”

About Stellar Bancorp, Inc.

Stellar Bancorp, Inc. is a bank holding company headquartered in Houston, Texas. The Company’s principal banking subsidiary, Stellar Bank, provides a diversified range of commercial banking services primarily to small- to medium-sized businesses and individual customers across the Houston, Dallas, Beaumont and surrounding communities in Texas.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements anticipated in such statements. Forward-looking statements speak only as of the date they are made and, except as required by law, the Company does not assume any duty to update forward-looking statements. Such forward-looking statements include, but are not limited to, statements concerning the Company’s plans, objectives, strategies, expectations, intentions and other statements that are not statements of historical fact, and may be identified by words such as “anticipates,” “believes,” “building,” “continue,” “could,” “drive,” “estimates,” “expects,” “extent,” “focus,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “might,” “outlook,” “plan,” “position,” “probable,” “progressing,” “projects,” “prudent,” “seeks,” “should,” “target,” “view,” “will” or “would” or the negative of these words and phrases or similar words or phrases. For a list of factors that could cause actual results to differ materially from those set forth in the forward-looking statements, see the risk factors described in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other reports that are filed with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement.

IR@stellarbancorpinc.com

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Cover	May 30, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 30, 2023
Entity File Number	001-38280
Entity Registrant Name	Stellar Bancorp, Inc.
Entity Central Index Key	0001473844
Entity Tax Identification Number	20-8339782
Entity Incorporation, State or Country Code	TX
Entity Address, Address Line One	9 Greenway Plaza,
Entity Address, Address Line Two	Suite 110
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77046
City Area Code	713
Local Phone Number	210-7600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	STEL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false