UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K S ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 (I.R.S. Employer Identification No.) Houston, Texas 77046 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-38280 Stellar Bancorp, Inc. (Exact name of registrant as specified in its charter) Te ...

Momentum investing revolves around the idea of following a stock's recent trend in either direction. In "long context," investors will be essentially be "buying high, but hoping to sell even higher." With this methodology, taking advantage of trends in a stock's price is key; once a stock establishes a course, it is more than likely to continue moving that way. The goal is that once a stock heads down a fixed path, it will lead to timely and profitable trades.While many investors like to look for momentum i ...

Core Viewpoint - Momentum investing focuses on following a stock's recent price trends, aiming to buy high and sell higher, with the expectation that established trends will continue [1] Company Overview: Stellar Bancorp (STEL) - Stellar Bancorp currently holds a Momentum Style Score of A, indicating strong momentum characteristics [3] - The company has a Zacks Rank of 2 (Buy), suggesting a favorable outlook based on historical performance metrics [4] Performance Metrics - Over the past week, STEL shares increased by 0.31%, outperforming the Zacks Banks - Southeast industry, which rose by 0.16% [6] - In the last month, STEL's price change was 20.74%, significantly higher than the industry's 5.34% [6] - Over the past quarter, STEL shares have risen by 23.35%, and over the last year, they have gained 30.77%, compared to the S&P 500's increases of 2.08% and 15.65%, respectively [7] Trading Volume - The average 20-day trading volume for STEL is 416,853 shares, which serves as a bullish indicator when combined with rising stock prices [8] Earnings Outlook - In the last two months, one earnings estimate for STEL has increased, while none have decreased, raising the consensus estimate from $1.99 to $2.03 [10] - For the next fiscal year, one estimate has moved upwards with no downward revisions, indicating positive earnings momentum [10] Conclusion - Considering the strong performance metrics and positive earnings outlook, STEL is positioned as a 2 (Buy) stock with a Momentum Score of A, making it a potential candidate for near-term investment [12]

Core Viewpoint - Halper Sadeh LLC is investigating several companies for potential violations of federal securities laws and breaches of fiduciary duties to shareholders related to their sales transactions [1][2]. Group 1: Company Investigations - Stellar Bancorp, Inc. is being investigated regarding its sale to Prosperity Bancshares, Inc. for 0.3803 shares of Prosperity common stock and $11.36 in cash for each share of Stellar common stock [1]. - Gold Resource Corporation's sale to Goldgroup Mining Inc. involves an exchange of 1.4476 common shares of Goldgroup for each share of Gold Resource common stock [2]. - SkyWater Technology, Inc. is under scrutiny for its sale to IonQ, which includes $15.00 in cash and $20.00 in shares of IonQ common stock for each share of SkyWater [2]. Group 2: Legal Rights and Options - Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures, and other relief on behalf of shareholders [3]. - Shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options at no charge [4].

Core Viewpoint - Monteverde & Associates PC is investigating the proposed sale of Stellar Bancorp, Inc. to Prosperity Bancshares, Inc., questioning the fairness of the deal for Stellar shareholders [1]. Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has recovered millions for shareholders [1]. - The firm is located in the Empire State Building, New York City, and specializes in class action securities litigation [2]. Group 2: Transaction Details - Under the terms of the proposed transaction, Stellar shareholders are expected to receive 0.3803 shares of Prosperity common stock and $11.36 in cash for each share of Stellar common stock [1].

Core Viewpoint - Prosperity Bancshares is set to acquire Stellar Bancorp and its subsidiary Stellar Bank in a deal valued at approximately $2 billion, which will enhance Prosperity's presence in Texas and create the second largest Texas-based bank by assets [1][2][3]. Group 1: Deal Overview - The acquisition involves Prosperity offering 0.3803 shares of its common stock and $11.36 in cash for each share of Stellar [1]. - Stellar reported consolidated assets of $10.81 billion, loans of $7.3 billion, and deposits of $9.02 billion as of December 31, 2025 [2]. - The merger will result in combined assets of around $54 billion, making it the second largest bank in Texas [2]. Group 2: Strategic Implications - The merger is expected to significantly enhance Prosperity's presence in the Houston area, a market characterized by a diverse economy and growing population [4]. - The combined entity will have over 330 banking centers, positioning it to better serve customers and invest in future opportunities [3][6]. - Leadership changes will occur, with Stellar's CEO and other executives joining Prosperity's management team [4][5]. Group 3: Leadership and Management - Stellar CEO Robert R. Franklin, Jr. will become vice chairman of Prosperity Bank, while Stellar president Ramon Vitulli will serve as Houston area chairman [4]. - Other members of Stellar's management will retain leadership roles post-merger, and additional members will join Prosperity's Board of Directors [5].

Core Insights - Prosperity Bancshares reported a net income of $543 million for the year ending 12/31/2025, a 13.2% increase from $480 million in 2024, with diluted earnings per share rising to $5.72 from $5.05 [2] - The company completed a stock repurchase program, buying back approximately $157 million worth of shares at an average price of $67.04 [5] - The net interest margin on a tax-equivalent basis increased to 3.3% for the three months ending 12/31/2025, up from 3.05% in the same period of 2024 [12] Financial Performance - The annualized return on average assets was 1.49% and on average tangible common equity was 13.61% for the three months ending 12/31/2025 [1] - Noninterest income for the three months ended 12/31/2025 was $42.8 million, compared to $39.8 million for the same period in 2024 [13] - Noninterest expense was $138.7 million for the three months ended 12/31/2025, slightly down from $141.5 million in the same period in 2024 [14] Loan and Asset Quality - Total loans outstanding were approximately $21.805 billion as of 12/31/2025, down from $22.028 billion at 09/30/2025 [17] - Nonperforming assets totaled $150 million, or 69 basis points of loans and other real estate, an increase from $119 million or 54 basis points at 09/30/2025 [16] - The allowance for credit losses on loans was $333 million, representing 2.21 times the nonperforming assets [7] Mergers and Acquisitions - Prosperity completed a merger with American Bank on 01/01/2026 and expects to finalize the merger with Southwest Bankshares on 02/01/2026 [8] - The acquisition of Stellar Bancorp is expected to enhance the company's Texas footprint, moving its deposit rank from ninth to fifth in Houston [10] - The company anticipates significant cost savings from the mergers, with a projected efficiency ratio of 43.7% for the three months ended 12/31/2025 [15] Future Outlook - The company expects net interest margin to improve further in 2026, with projections indicating a minimum of 3.5% without the Stellar acquisition [50] - The integration of the three banks is expected to be managed by designated teams to ensure core operations remain unaffected [40] - The company is optimistic about maintaining a strong capital position, with projections of around $880 million in earnings for 2027 [37]

Financial Data and Key Metrics Changes - For the year ended December 31, 2025, net income was $543 million, an increase of $63 million or 13.2% compared to $480 million for the same period in 2024 [6] - Net income per diluted common share was $5.72 for the year ending December 31, 2025, compared to $5.05 for the same period in 2024, an increase of 13.3% [6] - For the three months ending December 31, 2025, net income was $139.9 million, an increase of $9.8 million or 7.6% compared to $130 million for the same period in 2024 [7] - The annualized return on average assets was 1.49% and on average tangible common equity was 13.61% for the three months ending December 31, 2025 [7] - The efficiency ratio was 43.6% for the three months ending December 31, 2025 [7] Business Line Data and Key Metrics Changes - Net interest income before provision for credit losses for the three months ended December 31, 2025, was $275 million, an increase of $7.2 million compared to $267.8 million for the same period in 2024 [15] - The net interest margin on a tax-equivalent basis was 3.30% for the three months ended December 31, 2025, an increase of 25 basis points compared to 3.05% for the same period in 2024 [16] - Non-interest income was $42.8 million for the three months ended December 31, 2025, compared to $39.8 million for the same period in 2024 [17] - Non-interest expense was $138.7 million for the three months ended December 31, 2025, compared to $141.5 million for the same period in 2024 [18] Market Data and Key Metrics Changes - Deposits were $28.4 billion at December 31, 2025, an increase of $700 million from $27.7 billion at September 30, 2025 [9] - Nonperforming assets totaled $150 million, or 46 basis points of quarterly average interest-earning assets at December 31, 2025, compared to $119 million, or 36 basis points at September 30, 2025 [10] Company Strategy and Development Direction - The company is focused on delivering shareholder value through low-cost core deposits, operational efficiency, sound credit quality, and growth via opportunistic M&A [14] - The acquisition of Stellar Bancorp is seen as a significant milestone, enhancing the company's Texas footprint and making it the largest Texas-based bank in the market [14] - The company plans to prioritize the integration of the three banks it is acquiring, focusing on customer and associate care [36][37] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the growth momentum heading into 2026, with expectations for improved net interest margins and overall performance [32][34] - The company anticipates realizing cost savings related to the acquisitions after system conversions scheduled for later in the year [19] - Management highlighted strong tailwinds for growth in 2026 and beyond, with expectations for a minimum net interest margin of 3.5% [86] Other Important Information - The company completed a merger with American Bank on January 1, 2026, and expects to finalize the merger with Southwest Bancshares on February 1, 2026 [11][12] - The allowance for credit losses on loans was $333 million, with a strong coverage ratio of 2.21 times non-performing assets [10] Q&A Session Summary Question: Can you explain the difference in earnings estimates for Stellar compared to consensus? - Management indicated that Stellar's fourth quarter earnings influenced the estimates, and they are confident in the earnings level coming from Stellar [28][29] Question: Why is this acquisition different from past ones? - Management emphasized the long-standing relationship with Stellar and the similarities in operational discipline, which reduce risks associated with the acquisition [36][37] Question: Can you discuss the price of the acquisition and the expected synergies? - Management acknowledged the premium price for a quality bank and highlighted the expected earnings growth and synergies from the merger [40][45] Question: What are the capital deployment plans moving forward? - Management indicated a focus on integration but also mentioned the potential for opportunistic buybacks and dividend increases [48][50] Question: How will the company manage multiple bank integrations simultaneously? - Management stated that designated teams will handle integrations, allowing core operations to continue without distraction [53][56] Question: Can you provide details on the increase in nonperforming assets? - Management confirmed that a specific $35 million Shared National Credit was part of the increase and noted ongoing resolution discussions [108][109]

Financial Data and Key Metrics Changes - For the year ended December 31, 2025, net income was $543 million, an increase of $63 million or 13.2% compared to $480 million for the same period in 2024 [6] - Net income per diluted common share was $5.72 for the year ending December 31, 2025, compared to $5.05 for the same period in 2024, an increase of 13.3% [6] - The net income for the three months ending December 31, 2025, was $139.9 million, compared to $130 million for the same period in 2024, an increase of $9.8 million or 7.6% [7] - The annualized return on average assets was 1.49% and on average tangible common equity was 13.61% for the three months ending December 31, 2025 [7] - The efficiency ratio was 43.6% for the three months ending December 31, 2025 [7] Business Line Data and Key Metrics Changes - Net interest income before provision for credit losses for the three months ended December 31, 2025, was $275 million, an increase of $7.2 million compared to $267.8 million for the same period in 2024 [15] - The net interest margin on a tax-equivalent basis was 3.30% for the three months ended December 31, 2025, an increase of 25 basis points compared to 3.05% for the same period in 2024 [16] - Non-interest income was $42.8 million for the three months ended December 31, 2025, compared to $39.8 million for the same period in 2024 [17] - Non-interest expense was $138.7 million for the three months ended December 31, 2025, compared to $141.5 million for the same period in 2024 [18] Market Data and Key Metrics Changes - Deposits were $28.4 billion at December 31, 2025, an increase of $700 million from $27.7 billion at September 30, 2025 [9] - Nonperforming assets totaled $150 million, or 46 basis points of quarterly average interest-earning assets at December 31, 2025, compared to $119 million, or 36 basis points at September 30, 2025 [10] Company Strategy and Development Direction - The company completed a merger with American Bank on January 1, 2026, and expects to finalize the merger with Southwest Bancshares on February 1, 2026 [11][12] - The acquisition of Stellar Bancorp is seen as a significant milestone, enhancing the company's Texas footprint and deposit rank [14] - The company aims to deliver shareholder value through low-cost core deposits, operational efficiency, sound credit quality, and growth via opportunistic M&A [14] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the growth momentum from the second half of 2025 into 2026, with expectations for improved net interest margins and earnings [32][34] - The company anticipates a minimum net interest margin of 3.5% for 2026, with potential upside from the acquisition of Stellar Bank [79][80] - Management highlighted a strong capital position and plans for capital deployment, including potential stock buybacks and dividend increases [48][49] Other Important Information - The company repurchased approximately $157 million, or 2.34 million shares of its common stock at an average weighted price of $67.04 under its 2025 stock repurchase program [8] - The allowance for credit losses on loans was $333 million, with a strong coverage ratio of 2.21 times non-performing assets [10] Q&A Session Summary Question: Can you discuss the Stellar acquisition and the difference in earnings estimates? - Management noted that the earnings estimates are influenced by Stellar's recent performance and expressed confidence in the projected earnings from the acquisition [28][32] Question: Why is this acquisition different from past ones? - Management emphasized the familiarity and alignment between the two banks, which reduces risk and enhances growth potential [35][37] Question: Can you elaborate on the capital deployment strategy post-acquisition? - Management indicated a focus on integration of the three banks and potential for opportunistic buybacks, with a strong capital position allowing for flexibility [48][50] Question: How will you manage multiple bank integrations simultaneously? - Management assured that designated teams are in place for integration, allowing core operations to continue without distraction [53][56] Question: What is the outlook for nonperforming assets and credit quality? - Management acknowledged an increase in nonperforming assets but expressed confidence in the overall credit quality of the portfolio [108][109]

Financial Data and Key Metrics Changes - For the year ended December 31, 2025, net income was $543 million, an increase of $63 million or 13.2% compared to $480 million for the same period in 2024 [5] - Net income per diluted common share was $5.72 for the year ending December 31, 2025, compared to $5.05 for the same period in 2024, an increase of 13.3% [5] - The net income for the three months ending December 31, 2025, was $139.9 million, an increase of $9.8 million or 7.6% compared to $130 million for the same period in 2024 [6] - The annualized return on average assets was 1.49% and on average tangible common equity was 13.61% for the three months ending December 31, 2025 [6] - The efficiency ratio was 43.6% for the three months ending December 31, 2025 [6] Business Line Data and Key Metrics Changes - Net interest income before provision for credit losses for the three months ended December 31, 2025, was $275 million, an increase of $7.2 million compared to $267.8 million for the same period in 2024 [13] - Non-interest income was $42.8 million for the three months ended December 31, 2025, compared to $39.8 million for the same period in 2024 [16] - Non-interest expense was $138.7 million for the three months ended December 31, 2025, compared to $141.5 million for the same period in 2024 [17] Market Data and Key Metrics Changes - Deposits were $28.4 billion at December 31, 2025, an increase of $700 million from $27.7 billion at September 30, 2025 [8] - Nonperforming assets totaled $150 million, or 46 basis points of quarterly average interest-earning assets at December 31, 2025, compared to $119 million, or 36 basis points at September 30, 2025 [9] Company Strategy and Development Direction - The company completed a merger with American Bank on January 1, 2026, and expects to finalize the merger with Southwest Bancshares on February 1, 2026 [10][11] - The acquisition of Stellar Bancorp is seen as a significant milestone, enhancing the company's Texas footprint and making it the largest Texas-based bank in the market [12] - The company aims to deliver shareholder value through low-cost core deposits, operational efficiency, sound credit quality, and growth via opportunistic M&A [12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to maintain and grow earnings, citing strong demand for loans and a disciplined approach to credit quality [8][12] - The company anticipates improvements in net interest margin due to the integration of acquired banks and favorable market conditions [78][86] - Management highlighted the importance of focusing on customer care and successful integration of the three banks acquired [35] Other Important Information - The company repurchased approximately $157 million, or 2.34 million shares of its common stock at an average weighted price of $67.04 under its 2025 stock repurchase program [7] - The allowance for credit losses on loans was $333 million, with a strong coverage ratio of 2.21 times non-performing assets [9] Q&A Session Summary Question: What is driving the difference in earnings estimates for Stellar compared to consensus? - Management indicated that Stellar's fourth quarter earnings would influence the estimates, and a representative from Stellar provided insights on their growth momentum and earnings potential [27][31] Question: Why is this acquisition different from past ones? - Management emphasized the familiarity and alignment between the two banks, suggesting that the integration would be smoother and more efficient than previous acquisitions [33][35] Question: Can you elaborate on the price of the acquisition and the expected synergies? - Management acknowledged the premium paid for Stellar but justified it by highlighting the expected earnings growth and enhanced franchise value from the merger [39][42] Question: What are the capital deployment plans moving forward? - Management indicated a focus on integration for the coming months, with potential for opportunistic buybacks and dividend increases based on strong cash flow projections [45][48] Question: How will the company manage multiple bank integrations simultaneously? - Management assured that designated teams are in place for integration, allowing core operations to continue without distraction [51][53] Question: Can you discuss the increase in nonperforming assets? - Management provided details on specific loans contributing to the increase and expressed confidence in the overall credit quality of the portfolio [108][110]