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0001473844FALSE00014738442023-01-272023-01-27

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): January 27, 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. £ On January 27, 2023, Stellar Bancorp, Inc., (the “Company”) issued a press release announcing its financial results for the fourth quarter and year-end 2022.


Item 2.02. Results of Operations and Financial Condition.
A copy of the press release, as well as a copy of the accompanying earnings presentation, are furnished as Exhibit 99.1 and Exhibit 99.2 hereto, respectively, and incorporated herein by reference.
In accordance with General Instruction B.2 to Form 8-K, the information furnished in Item 2.02, Exhibit 99.1 and Exhibit 99.2 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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
99.2
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K, including the exhibits hereto, which are not historical in nature are intended to be, and are hereby identified as, “forward-looking statements” for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements about the benefits of the Company’s merger of equals (the "Merger") with Allegiance Bancshares, Inc. (“Allegiance”), including future financial performance and operating results, the Company’s plans, business and growth strategies, objectives, expectations and intentions, and other statements that are not historical facts, including projections of macroeconomic and industry trends, which are inherently unreliable due to the multiple factors that impact economic trends, and any such variations may be material. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “could,” “scheduled,” “plans,” “intends,” “projects,” “anticipates,” “expects,” “believes,” “estimates,” “potential,” “would,” or “continue” or negatives of such terms or other comparable terminology.
All forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others: the risk that the cost savings and any revenue synergies from the Merger may not be fully realized or may take longer than anticipated to be realized; disruption to our business as a result of the Merger; the risk that the integration of our operations following the Merger will be materially delayed or will be more costly or difficult than we expected or that we are otherwise unable to successfully integrate our legacy businesses; the amount of the costs, fees, expenses and charges related to the Merger; reputational risk and the reaction of our customers, suppliers, employees or other business partners to the Merger; changes in the interest rate environment, the value of the Company’s assets and obligations and the availability of capital and liquidity; general competitive, economic, political and market conditions; and other factors that may affect future results of the Company including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation and Texas Department of Banking and legislative and regulatory actions and reforms.
Additional factors which could affect the Company’s future results can be found in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K and the Joint Proxy Statement/Prospectus regarding the Merger that the Company filed with the SEC on April 7, 2022 pursuant to Rule 424(b)(3) and the Company’s Annual Report on Form 10-K and Allegiance’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at https:// www.sec.gov. We disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.


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: January 27, 2023 By: /s/ Paul P. Egge
Paul P. Egge
Chief Financial Officer

EX-99.1 2 stel20230127ex991.htm EX-99.1 Document

Exhibit 99.1
imagea.jpg
PRESS RELEASE                                                         
STELLAR BANCORP, INC. REPORTS
FOURTH QUARTER 2022 RESULTS

HOUSTON, January 27, 2023 - Stellar Bancorp, Inc. (the “Company” or “Stellar”) (NASDAQ: STEL) today reported net income of $2.1 million, or $0.04 earnings per diluted share, for the fourth quarter 2022 and $51.4 million, or $1.47 earnings per diluted share, for the year ended December 31, 2022. The fourth quarter 2022 results for Stellar reflect the merger of equals (the “Merger”) between Allegiance Bancshares, Inc. (“Allegiance”) and CBTX, Inc. (“CBTX”), which became effective on October 1, 2022.
“We are pleased to report our fourth quarter results as a combined institution. Our scale and resources enhance our ability to execute our business strategy focused on delivering exceptional customer service to increase shareholder value while continuing to honor our community values. The integration of our combined talents and expertise benefits our customers, employees, communities and shareholders. We are very grateful for the dedication and hard work of our team coming together and for the continued work as we implement an efficient system conversion in the first quarter of 2023,” said Robert R. Franklin, Jr., Stellar’s Chief Executive Officer.

“As we approach 2023, we are excited about the opportunities created by our combination and also cautious about increasing interest rates and the resulting effects on our economy. We will focus our efforts in the coming year on credit quality, liquidity and capital management. We are convinced more than ever that there is a bright long-term future for Stellar,” concluded Mr. Franklin.

Fourth Quarter 2022 Financial Highlights
•Total assets were $10.90 billion at year-end reflecting combined scale from the Merger.
•Tax equivalent net interest margin was 4.71% for the fourth quarter 2022. The tax equivalent net interest margin, excluding purchase accounting accretion, was 4.38% for the fourth quarter. Refer to the calculation of this non-GAAP financial measure on page 11.
•Net income for the fourth quarter 2022 of $2.1 million and diluted earnings per share of $0.04. Pre-tax, pre-provision income of $46.6 million and adjusted pre-tax, pre-provision income of $53.0 million for the fourth quarter 2022. Refer to the calculation of this non-GAAP financial measure on page 11.
•As a result of the Merger, the Company recorded a $28.2 million provision for credit losses on non-purchased credit deteriorated (“non-PCD”) loans and a $5.0 million provision for unfunded commitments for the Current Expected Credit Loss requirement, along with a $7.6 million allowance for credit losses on purchase credit deteriorated (“PCD”) loans. Acquisition and merger related expenses totaled $11.5 million in the fourth quarter 2022.
Merger of Equals

On October 1, 2022, the Merger of Allegiance with CBTX was completed pursuant to an Agreement and Plan of Merger dated November 5, 2021 (as amended, the “Merger Agreement”), with the surviving corporation renamed Stellar Bancorp, Inc. Pursuant to the Merger Agreement, each share of Allegiance common stock was converted into the right to receive 1.4184 shares of common stock of the Company for each share of Allegiance common stock.

The Merger was accounted for as a reverse acquisition using the acquisition method of accounting, with CBTX treated as the legal acquirer and Allegiance treated as the accounting acquirer for financial reporting purposes. Therefore, the historical financial statements of the Company prior to the Merger reflect the historical financial statement balances of Allegiance. In addition, the assets and liabilities of CBTX as of the date of the Merger have been recorded at estimated fair value and added to those of Allegiance. The Company’s valuations of CBTX's assets and liabilities are preliminary and may be refined for up to a year from the date of the Merger. The Merger had a significant impact on all aspects of the Company's financial statements, and as a result, financial results after the Merger may not be comparable to financial results prior to the Merger. Results of operations reflect the combined operations following the Merger for the fourth quarter 2022 and stand-alone Allegiance for all periods prior.

1

Fourth Quarter 2022 Results
Stellar’s net interest income in the fourth quarter 2022 increased $57.5 million, or 99.0%, to $115.6 million from $58.1 million for the fourth quarter 2021 and increased $54.9 million, or 90.5%, from $60.7 million for the third quarter 2022. These increases were primarily due to the Merger. The net interest margin on a tax equivalent basis increased 114 basis points to 4.71% for the fourth quarter 2022 from 3.57% for the fourth quarter 2021 and increased 86 basis points from 3.85% for the third quarter 2022. The increase in the margin over the prior quarter and the comparable quarter in the prior year were primarily due to dynamics relating to the Merger and increases in interest rates. During the quarter, net interest income benefited from $8.2 million in income from purchase accounting adjustments. Excluding purchase accounting adjustments, net interest income would have been $107.5 million and the tax equivalent net interest margin would have been 4.38%.

Noninterest income for the fourth quarter 2022 was $10.6 million, an increase of $8.2 million, or 333.5%, compared to $2.5 million for the fourth quarter 2021 and an increase of $7.6 million, or 255.2%, compared to $3.0 million for the third quarter 2022. Noninterest income increased primarily due to nonrecurring gains on sale of securities, loans and assets held for sale totaling $4.0 million along with increased scale as a result of the Merger during the quarter.

Noninterest expense for the fourth quarter 2022 increased $42.9 million, or 116.7%, to $79.6 million from $36.7 million for the fourth quarter 2021 and increased $35.6 million, or 80.8%, compared to the third quarter of 2022. These increases in noninterest expense over the prior periods were primarily due to increases in operating expenses due to the Merger, most significantly salaries and benefits due to increased scale, and the amortization of core deposit intangibles. Acquisition and merger-related expenses associated with the Merger totaled $11.5 million during the quarter.
Stellar’s efficiency ratio increased to 65.14% for the fourth quarter 2022 compared to 60.68% for the fourth quarter 2021 and decreased from 69.18% for the third quarter 2022. Fourth quarter 2022 annualized returns on average assets, average equity and average tangible equity were 0.07%, 0.60% and 1.18%, respectively, compared to 1.23%, 10.60% and 15.05% for the fourth quarter 2021. Annualized returns on average assets, average equity and average tangible equity for the third quarter 2022 were 0.84%, 7.90% and 11.78%, respectively. Return on average tangible equity is a non-GAAP measure. Please refer to the non-GAAP reconciliation on page 11.  
Year Ended December 31, 2022 Results
Net interest income before provision for credit losses for the year ended December 31, 2022 increased $60.4 million, or 26.4%, to $289.0 million from $228.6 million for the year ended December 31, 2021 primarily due to the Merger. The net interest margin on a tax equivalent basis increased 4 basis points to 3.94% for the year ended December 31, 2022 from 3.90% for the year ended December 31, 2021. The increase in the margin over the prior year was primarily due to the increase in the average yield on interest-earning assets partially offset by increased funding costs. Excluding purchase accounting adjustments, net interest income would have been $280.6 million and the tax equivalent net interest margin would have been 3.83%.
Noninterest income for the year ended December 31, 2022 was $20.4 million, an increase of $11.8 million, or 137.7%, compared to $8.6 million for the year ended December 31, 2021 due primarily to the Merger and nonrecurring gains on sale of assets.
Noninterest expense for the year ended December 31, 2022 increased $56.5 million, or 40.5%, to $196.1 million from $139.6 million for the year ended December 31, 2021. The increase in noninterest expense over the year ended December 31, 2021 was primarily due to increased salaries and benefits, amortization of core deposit intangibles and acquisition and merger-related expenses associated with the Merger.
Stellar’s efficiency ratio increased to 64.23% for the year ended December 31, 2022 from 58.86% for the year ended December 31, 2021. For the year ended December 31, 2022, returns on average assets, average equity and average tangible equity were 0.64%, 5.69% and 9.16%, respectively, compared to 1.24%, 10.38% and 14.93%, respectively, for the year ended December 31, 2021. Return on average tangible equity is a non-GAAP measure. Please refer to the non-GAAP reconciliation on page 11.
Financial Condition
Stellar’s total assets at December 31, 2022 increased $3.80 billion, or 53.4%, to $10.90 billion compared to $7.10 billion at December 31, 2021 and increased $4.17 billion, or 247.8% (annualized), compared to $6.73 billion at September 30, 2022.
Total loans at December 31, 2022 increased $3.53 billion, or 83.7%, to $7.75 billion compared to $4.22 billion at December 31, 2021, and increased $3.16 billion, or 275.5% (annualized) compared to $4.59 billion at September 30, 2022, primarily due to the Merger. The Company recorded purchase accounting adjustments on loans of $166.5 million related to the Merger. At December 31, 2022, the remaining balance of the purchase accounting adjustments on loans was $154.8 million. Core loans, which exclude Paycheck Protection Program (PPP) loans, increased $3.67 billion, or 90.0%, to $7.74 billion at December 31, 2022 from $4.07 billion at December 31, 2021 and increased $3.17 billion, or 277.0% (annualized), from $4.57 billion at September 30, 2022.
Deposits at December 31, 2022 increased $3.22 billion, or 53.2%, to $9.27 billion compared to $6.05 billion at December 31, 2021 and increased $3.61 billion, or 254.9% (annualized), compared to $5.66 billion at September 30, 2022.
2

Asset Quality
Stellar’s nonperforming assets totaled $45.0 million, or 0.41% of total assets, at December 31, 2022 compared to $24.1 million, or 0.34% of total assets, at December 31, 2021 and $21.6 million, or 0.32% of total assets at September 30, 2022. The allowance for credit losses on loans as a percentage of total loans was 1.20% at December 31, 2022, 1.14% at December 31, 2021 and 1.14% at September 30, 2022.
The provision for credit losses for the fourth quarter 2022 was $44.8 million compared to the reversal of provision for credit losses of $2.6 million for the fourth quarter 2021 and the provision for credit losses of $2.0 million for the third quarter 2022. As a result of loans acquired in the merger, the fourth quarter includes a $28.2 million provision for credit losses on loans and a $5.0 million provision for unfunded commitments. Additionally, the Company recorded a $7.6 million allowance for credit losses on PCD loans acquired.
Fourth quarter 2022 net charge-offs were $5.7 million, or 0.30% (annualized) of average loans, compared to net charge-offs of $1.4 million, or 0.13% (annualized) of average loans, for the fourth quarter 2021 and net recoveries of $245 thousand, or (0.02)% (annualized) of average loans, for the third quarter 2022. Fourth quarter net charge-offs included $4.6 million of charge-offs on loans sold during the fourth quarter 2022.
GAAP Reconciliation of Non-GAAP Financial Measures
Stellar’s management uses certain non-GAAP financial measures. Please refer to the GAAP Reconciliation and Management’s Explanation of Non-GAAP Financial Measures on pages 11 of this earnings release for a reconciliation of these non-GAAP financial measures.
Conference Call
As previously announced, Stellar’s management team will host a conference call and webcast on Friday, January 27, 2023 at 8:00 a.m. Central Time (9:00 a.m. Eastern Time) to discuss fourth quarter 2022 results. Individuals and investment professionals may register for the conference call at https://register.vevent.com/register/BI70fcd05aee4348f7b0dc18ea083f2b2c to receive the dial-in numbers and unique PIN to access the call. If you need assistance in obtaining a dial-in number, please contact IR@stellarbancorpinc.com. A simultaneous audio-only webcast may be accessed via the Investor Relations section of Stellar’s website at https://ir.stellarbancorpinc.com/events-and-presentations. If you are unable to participate during the live webcast, the webcast will be accessible via the Investor Relations section of Stellar’s website at ir.stellarbancorpinc.com.
About Stellar Bancorp, Inc.
Stellar Bancorp, Inc. is a bank holding company headquartered in Houston, Texas. Stellar’s principal banking subsidiary, created by the merger of Allegiance Bank and CommunityBank of Texas, N.A. and to be renamed Stellar Bank upon system conversion, 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.
Investor relations
IR@stellarbancorpinc.com
Forward-Looking Statements
Certain statements in this press release which are not historical in nature are intended to be, and are hereby identified as, “forward-looking statements” for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements about the benefits of the Merger, including future financial performance and operating results, the Company’s plans, business and growth strategies, objectives, expectations and intentions, and other statements that are not historical facts, including projections of macroeconomic and industry trends, which are inherently unreliable due to the multiple factors that impact economic trends, and any such variations may be material. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “could,” “scheduled,” “plans,” “intends,” “projects,” “anticipates,” “expects,” “believes,” “estimates,” “potential,” “would,” or “continue” or negatives of such terms or other comparable terminology.
All forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of Stellar to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others: the risk that the cost savings and any revenue synergies from the Merger may not be fully realized or may take longer than anticipated to be realized; disruption to our business as a result of the Merger; the risk that the integration of our operations following the merger will be materially delayed or will be more costly or difficult than we expected or that we are otherwise unable to successfully integrate our legacy businesses; the amount of the costs, fees, expenses and charges related to the Merger; reputational risk and the reaction of our customers, suppliers, employees or other business partners to the Merger; changes in the interest rate environment, the value of Stellar’s assets and obligations and the availability of capital and liquidity; general competitive, economic, political and market conditions; and other factors that may affect future results of Stellar including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation and Texas Department of Banking and legislative and regulatory actions and reforms.
3

Additional factors which could affect the Company’s future results can be found in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K and the Joint Proxy Statement/Prospectus regarding the Merger that CBTX filed with the SEC on April 7, 2022 pursuant to Rule 424(b)(3) and CBTX’s Annual Report on Form 10-K and Allegiance’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at https:// www.sec.gov. We disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
4
Stellar Bancorp, Inc.
Financial Highlights
(Unaudited)
2022 2021
December 31 September 30 June 30 March 31 December 31
 (Dollars in thousands)
ASSETS
Cash and due from banks $ 67,063  $ 16,449  $ 17,547  $ 26,629  $ 23,961 
Interest-bearing deposits at other financial
    institutions
 304,642  102,118  275,290  672,755  733,548 
Total cash and cash equivalents 371,705  118,567  292,837  699,384  757,509 
Available for sale securities, at fair value 1,807,586  1,618,995  1,709,321  1,790,707  1,773,765 
Loans held for investment 7,754,751  4,591,912  4,348,833  4,283,514  4,220,486 
Less: allowance for credit losses on loans (93,180) (52,147) (50,242) (49,215) (47,940)
Loans, net 7,661,571  4,539,765  4,298,591  4,234,299  4,172,546 
Accrued interest receivable 44,743  29,697  29,882  31,505  33,392 
Premises and equipment, net 126,803  57,837  58,482  62,168  63,708 
Federal Home Loan Bank stock 15,058  16,843  4,078  9,376  9,358 
Bank owned life insurance 103,094  28,305  28,170  28,374  28,240 
Goodwill 497,260  223,642  223,642  223,642  223,642 
Core deposit intangibles, net 143,525  12,406  13,156  13,907  14,658 
Other assets 129,092  84,285  73,605  56,001  28,136 
Total assets $ 10,900,437  $ 6,730,342  $ 6,731,764  $ 7,149,363  $ 7,104,954 
LIABILITIES AND SHAREHOLDERS’
    EQUITY
LIABILITIES:
Deposits:
Noninterest-bearing $ 4,230,169  $ 2,465,839  $ 2,394,719  $ 2,353,604  $ 2,243,085 
Interest-bearing
Demand 1,591,828  956,920  1,016,381  1,070,855  869,984 
Money market and savings 2,575,923  1,471,690  1,510,008  1,552,853  1,643,745 
Certificates and other time 869,712  766,270  959,524  1,185,015  1,290,825 
Total interest-bearing deposits 5,037,463  3,194,880  3,485,913  3,808,723  3,804,554 
Total deposits 9,267,632  5,660,719  5,880,632  6,162,327  6,047,639 
Accrued interest payable 2,098  2,673  1,500  3,086  1,753 
Borrowed funds 63,925  257,000  —  89,959  89,956 
Subordinated debt 109,367  109,241  109,109  108,978  108,847 
Other liabilities 74,239  44,407  35,194  33,073  40,291 
Total liabilities 9,517,261  6,074,040  6,026,435  6,397,423  6,288,486 
SHAREHOLDERS’ EQUITY:
Common stock 530  281  286  290  289 
Capital surplus 1,222,761  511,434  524,033  532,372  530,845 
Retained earnings 303,146  307,975  296,477  282,896  267,092 
Accumulated other comprehensive (loss) income (143,261) (163,388) (115,467) (63,618) 18,242 
Total shareholders’ equity 1,383,176  656,302  705,329  751,940  816,468 
TOTAL LIABILITIES AND
    SHAREHOLDERS’ EQUITY
 $ 10,900,437  $ 6,730,342  $ 6,731,764  $ 7,149,363  $ 7,104,954 
5
Stellar Bancorp, Inc.
Financial Highlights
(Unaudited)
Three Months Ended Years Ended
2022 2021 2022 2021
 December 31  September 30 June 30 March 31 December 31 December 31 December 31
(Dollars in thousands, except per share data)
INTEREST INCOME:
Loans, including fees $ 116,145  $ 58,025  $ 53,835  $ 52,370  $ 56,855  $ 280,375  $ 230,713 
Securities:
Taxable 9,834  6,655  5,571  5,068  3,933  27,128  11,889 
Tax-exempt 3,057  2,594  2,557  2,525  2,526  10,733  9,909 
Deposits in other financial
    institutions
 2,933  608  877  340  317  4,758  673 
Total interest income 131,969  67,882  62,840  60,303  63,631  322,994  253,184 
INTEREST EXPENSE:
Demand, money market and
    savings deposits
 12,406  3,527  1,859  1,347  1,277  19,139  5,365 
Certificates and other time
    deposits
 2,083  1,664  1,922  2,156  2,391  7,825  11,628 
Borrowed funds 417  499  114  186  434  1,216  1,878 
Subordinated debt 1,449  1,502  1,463  1,442  1,425  5,856  5,749 
Total interest expense 16,355  7,192  5,358  5,131  5,527  34,036  24,620 
NET INTEREST INCOME 115,614  60,690  57,482  55,172  58,104  288,958  228,564 
Provision for credit losses 44,793  1,962  2,143  1,814  (2,577) 50,712  (2,322)
Net interest income after provision
    for credit losses
 70,821  58,728  55,339  53,358  60,681  238,246  230,886 
NONINTEREST INCOME:
Nonsufficient funds fees 447  145  126  116  156  834  464 
Service charges on deposit
    accounts
 1,242  527  560  527  476  2,856  1,671 
Gain (loss) on sale of assets 4,025  42  (17) —  (321) 4,050  (272)
Bank owned life insurance 515  135  342  133  139  1,125  554 
Debit card and ATM card income 1,897  869  880  819  834  4,465  2,996 
Other 2,511  1,277  813  2,423  1,170  7,024  3,149 
Total noninterest income 10,637  2,995  2,704  4,018  2,454  20,354  8,562 
NONINTEREST EXPENSE:
Salaries and employee benefits 40,949  22,013  21,864  22,728  22,918  107,554  90,177 
Net occupancy and equipment 3,781  2,129  2,220  2,205  2,194  10,335  9,144 
Depreciation 1,903  1,003  1,012  1,033  1,103  4,951  4,254 
Data processing and software
    amortization
 3,776  2,541  2,522  2,498  2,264  11,337  8,862 
Professional fees 2,298  485  662  138  1,008  3,583  3,025 
Regulatory assessments and
    FDIC insurance
 1,263  1,134  1,256  1,261  949  4,914  3,407 
Core deposit intangibles
    amortization
 7,051  750  751  751  824  9,303  3,296 
Communications 737  359  363  341  395  1,800  1,406 
Advertising 1,130  385  483  462  481  2,460  1,692 
Other real estate expense 152  93  65  59  69  369  548 
Acquisition and merger-related
      expenses		 11,469  10,551  1,667  451  1,408  24,138  2,011 
Other 5,115  2,588  5,039  2,590  3,131  15,332  11,732 
Total noninterest expense 79,624  44,031  37,904  34,517  36,744  196,076  139,554 
INCOME BEFORE INCOME
    TAXES
 1,834  17,692  20,139  22,859  26,391  62,524  99,894 
Provision for income taxes (218) 3,406  3,702  4,202  4,833  11,092  18,341 
NET INCOME $ 2,052  $ 14,286  $ 16,437  $ 18,657  $ 21,558  $ 51,432  $ 81,553 
EARNINGS PER SHARE
Basic $ 0.04  $ 0.51  $ 0.57  $ 0.65  $ 0.75  $ 1.48  $ 2.85 
Diluted $ 0.04  $ 0.50  $ 0.56  $ 0.64  $ 0.74  $ 1.47  $ 2.82 
6
Stellar Bancorp, Inc.
Financial Highlights
(Unaudited)
Three Months Ended Years Ended
2022 2021 2022 2021
December 31 September 30 June 30 March 31 December 31 December 31 December 31
(Dollars and share amounts in thousands, except per share data)
Net income $ 2,052 $ 14,286 $ 16,437 $ 18,657 $ 21,558 $ 51,432 $ 81,553
Earnings per share, basic $ 0.04 $ 0.51 $ 0.57 $ 0.65 $ 0.75 $ 1.48 $ 2.85
Earnings per share, diluted $ 0.04 $ 0.50 $ 0.56 $ 0.64 $ 0.74 $ 1.47 $ 2.82
Dividends per share $ 0.13 $ 0.10 $ 0.10 $ 0.10 $ 0.08 $ 0.43 $ 0.34
Return on average assets(A)
 0.07  % 0.84  % 0.94  % 1.04  % 1.23  % 0.64  % 1.24  %
Return on average equity(A)
 0.60  % 7.90  % 8.86  % 9.40  % 10.60  % 5.69  % 10.38  %
Return on average tangible
    equity(A)(B)
 1.18  % 11.78  % 13.00  % 13.35  % 15.05  % 9.16  % 14.93  %
Net interest margin
    (tax equivalent)(A)(C)
 4.71  % 3.85  % 3.53  % 3.30  % 3.57  % 3.94  % 3.90  %
Net interest margin
    (tax equivalent) excluding PAA(A)(B)(C)
 4.38  % 3.85  % 3.52  % 3.29  % 3.56  % 3.83  % 3.89  %
Efficiency ratio(D)
 65.14  % 69.18  % 62.96  % 58.32  % 60.68  % 64.23  % 58.86  %
Capital Ratios
Stellar Bancorp, Inc.(Consolidated)
Equity to assets 12.69  % 9.75  % 10.48  % 10.52  % 11.49  % 12.69  % 11.49  %
Tangible equity to tangible
    assets(B)
 7.24  % 6.47  % 7.21  % 7.44  % 8.42  % 7.24  % 8.42  %
Estimated common equity
    tier 1 capital
 10.04  % 11.39  % 12.06  % 12.28  % 12.47  % 10.04  % 12.47  %
Estimated tier 1 risk-based
    capital
 10.15  % 11.58  % 12.26  % 12.49  % 12.69  % 10.15  % 12.69  %
Estimated total risk-based
    capital
 12.47  % 14.66  % 15.47  % 15.76  % 16.08  % 12.47  % 16.08  %
Estimated tier 1 leverage
    capital
 8.55  % 9.00  % 8.65  % 8.37  % 8.53  % 8.55  % 8.53  %
Allegiance Bank
Estimated common equity
    tier 1 capital
 10.46  % 12.20  % 12.51  % 12.48  % 12.63  % 10.46  % 12.63  %
Estimated tier 1 risk-based
    capital
 10.46  % 12.20  % 12.51  % 12.48  % 12.63  % 10.46  % 12.63  %
Estimated total risk-based
    capital
 12.10  % 14.12  % 14.50  % 14.50  % 14.71  % 12.10  % 14.71  %
Estimated tier 1 leverage
    capital
 8.81  % 9.49  % 8.83  % 8.37  % 8.49  % 8.81  % 8.49  %
Other Data
Weighted average shares:
Basic 52,715 28,286 28,874 28,883 28,737 34,738 28,660
Diluted 52,973 28,529 29,120 29,114 28,968 35,007 28,872
Period end shares outstanding 52,955 28,137 28,586 28,904 28,846 52,955 28,846
Book value per share $ 26.12 $ 23.33 $ 24.67 $ 26.02 $ 28.30 $ 26.12 $ 28.30
Tangible book value per share(B)
 $ 14.02 $ 14.94 $ 16.39 $ 17.80 $ 20.04 $ 14.02 $ 20.04
Employees - full-time equivalents 1,025 562 578 586 594 1,025 594
(A)Interim periods annualized.
(B)Refer to the calculation of these non-GAAP financial measures and a reconciliation to their most directly comparable GAAP financial measures on page 11 of this Earnings Release.
(C)Net interest margin represents net interest income divided by average interest-earning assets.
(D)Represents total noninterest expense divided by the sum of net interest income plus noninterest income, excluding net gains on the sale of loans, securities and assets. Additionally, taxes and provision for credit losses are not part of this calculation.

7
Stellar Bancorp, Inc.
Financial Highlights
(Unaudited)
Three Months Ended
December 31, 2022 September 30, 2022 December 31, 2021
Average Balance Interest Earned/
Interest Paid		 Average Yield/Rate Average Balance Interest Earned/
Interest Paid		 Average Yield/Rate Average Balance Interest Earned/
Interest Paid		 Average Yield/Rate
(Dollars in thousands)
Assets
Interest-Earning Assets:
Loans $ 7,666,502  $ 116,145  6.01  % $ 4,456,174  $ 58,025  5.17  % $ 4,243,778  $ 56,855  5.32  %
Securities 1,795,082  12,891  2.85  % 1,709,470  9,249  2.15  % 1,457,793  6,459  1.76  %
Deposits in other financial institutions 354,117  2,933  3.29  % 160,340  608  1.50  % 843,808  317  0.15  %
Total interest-earning assets 9,815,701  $ 131,969  5.33  % 6,325,984  $ 67,882  4.26  % 6,545,379  $ 63,631  3.86  %
Allowance for credit losses on loans (88,150) (50,609) (50,654)
Noninterest-earning assets 1,218,458  442,511  447,005 
Total assets $ 10,946,009  $ 6,717,886  $ 6,941,730 
Liabilities and
    Shareholders' Equity
Interest-Bearing Liabilities:
Interest-bearing demand
    deposits
 $ 1,465,711  $ 5,422  1.47  % $ 978,531  $ 2,380  0.96  % $ 724,841  $ 388  0.21  %
Money market and savings
    deposits
 2,705,984  6,984  1.02  % 1,500,083  1,147  0.30  % 1,618,240  889  0.22  %
Certificates and other time
    deposits
 932,058  2,083  0.89  % 877,231  1,664  0.75  % 1,335,020  2,391  0.71  %
Borrowed funds 37,824  417  4.37  % 68,752  499  2.88  % 138,747  434  1.24  %
Subordinated debt 109,307  1,449  5.26  % 109,177  1,502  5.46  % 108,784  1,425  5.20  %
Total interest-bearing
    liabilities
 5,250,884  $ 16,355  1.24  % 3,533,774  $ 7,192  0.81  % 3,925,632  $ 5,527  0.56  %
Noninterest-Bearing
    Liabilities:
Noninterest-bearing demand
    deposits
 4,199,982  2,424,884  2,163,016 
Other liabilities 147,205  41,792  46,141 
Total liabilities 9,598,071  6,000,450  6,134,789 
Shareholders' equity 1,347,938  717,436  806,941 
Total liabilities and
    shareholders' equity
 $ 10,946,009  $ 6,717,886  $ 6,941,730 
Net interest rate spread 4.09  % 3.45  % 3.30  %
Net interest income and margin $ 115,614  4.67  % $ 60,690  3.81  % $ 58,104  3.52  %
Net interest income and net
    interest margin (tax equivalent)
 $ 116,574  4.71  % $ 61,418  3.85  % $ 58,838  3.57  %
8
Stellar Bancorp, Inc.
Financial Highlights
(Unaudited)
Years Ended December 31,
2022 2021
Average Balance Interest Earned/
Interest Paid		 Average Yield/
Rate		 Average Balance Interest Earned/
Interest Paid		 Average Yield/Rate
(Dollars in thousands)
Assets
Interest-Earning Assets:
Loans $ 5,171,944  $ 280,375  5.42  % $ 4,422,467  $ 230,713  5.22  %
Securities 1,779,425  37,861  2.13  % 1,050,376  21,798  2.08  %
Deposits in other financial institutions 462,075  4,758  1.03  % 458,190  673  0.15  %
Total interest-earning assets 7,413,444  $ 322,994  4.36  % 5,931,033  $ 253,184  4.27  %
Allowance for credit losses
    on loans		 (59,099) (51,513)
Noninterest-earning assets 633,928  680,191 
Total assets $ 7,988,273  $ 6,559,711 
Liabilities and Shareholders' Equity
Interest-Bearing Liabilities:
Interest-bearing demand deposits $ 1,140,575  $ 9,278  0.81  % $ 574,079  $ 1,409  0.25  %
Money market and savings deposits 1,841,348  9,861  0.54  % 1,571,532  3,956  0.25  %
Certificates and other time deposits 1,034,491  7,825  0.76  % 1,349,216  11,628  0.86  %
Borrowed funds 61,773  1,216  1.97  % 144,354  1,878  1.30  %
Subordinated debt 109,111  5,856  5.37  % 108,588  5,749  5.29  %
Total interest-bearing liabilities 4,187,298  $ 34,036  0.81  % 3,747,769  24,620  0.66  %
Noninterest-Bearing Liabilities:
Noninterest-bearing demand deposits 2,833,865  1,983,934 
Other liabilities 62,581  41,972 
Total liabilities 7,083,744  5,773,675 
Shareholders' equity 904,529  786,036 
Total liabilities and shareholders' equity $ 7,988,273  $ 6,559,711 
Net interest rate spread 3.55  % 3.61  %
Net interest income and margin $ 288,958  3.90  % $ 228,564  3.85  %
Net interest income and net interest
    margin (tax equivalent)
 $ 292,152  3.94  % $ 231,315  3.90  %
9
Stellar Bancorp, Inc.
Financial Highlights
(Unaudited)
Three Months Ended
2022 2021
December 31 September 30 June 30 March 31 December 31
(Dollars in thousands)
Period-end Loan Portfolio:
Commercial and industrial $ 1,455,795 $ 732,636 $ 727,068 $ 714,450 $ 693,559
Paycheck Protection Program (PPP) 13,226 17,827 31,855 78,624 145,942
Real estate:
Commercial real estate (including
    multi-family residential)
 3,931,480 2,407,039 2,265,155 2,197,502 2,104,621
Commercial real estate construction and
    land development
 1,037,678 513,248 450,694 453,473 439,125
1-4 family residential (including home equity) 1,000,956 699,636 682,066 669,306 685,071
Residential construction 268,150 183,563 155,017 136,760 117,901
Consumer and other 47,466 37,963 36,978 33,399 34,267
Total loans held for investment $ 7,754,751 $ 4,591,912 $ 4,348,833 $ 4,283,514 $ 4,220,486
Deposits:
Interest-bearing demand $ 1,591,828 $ 956,920 $ 1,016,381 $ 1,070,855 $ 869,984
Money market and savings 2,575,923 1,471,690 1,510,008 1,552,853 1,643,745
Certificates and other time 869,712 766,270 959,524 1,185,015 1,290,825
Total interest-bearing deposits 5,037,463 3,194,880 3,485,913 3,808,723 3,804,554
Noninterest-bearing deposits 4,230,169 2,465,839 2,394,719 2,353,604 2,243,085
Total deposits $ 9,267,632 $ 5,660,719 $ 5,880,632 $ 6,162,327 $ 6,047,639
Asset Quality:
Nonaccrual loans $ 45,048 $ 21,551 $ 28,225 $ 26,275 $ 24,127
Accruing loans 90 or more days past due — — — — —
Total nonperforming loans 45,048 21,551 28,225 26,275 24,127
Total nonperforming assets $ 45,048 $ 21,551 $ 28,225 $ 26,275 $ 24,127
Net charge-offs (recoveries) $ 5,707 $ (245) $ 571 $ 317 $ 1,353
Nonaccrual loans:
Commercial and industrial $ 25,402 $ 6,916 $ 9,145 $ 7,809 $ 8,358
Real estate:
Commercial real estate (including
    multi-family residential)
 9,970 10,392 14,409 15,259 12,639
Commercial real estate construction and
    land development
 — 241 1,511 — 63
1-4 family residential (including home equity) 9,404 3,854 3,040 3,065 2,875
Residential construction — — — — —
Consumer and other 272 148 120 142 192
Total nonaccrual loans $ 45,048 $ 21,551 $ 28,225 $ 26,275 $ 24,127
Asset Quality Ratios:
Nonperforming assets to total assets 0.41  % 0.32  % 0.42  % 0.37  % 0.34  %
Nonperforming loans to total loans 0.58  % 0.47  % 0.65  % 0.61  % 0.57  %
Allowance for credit losses on loans to
    nonperforming loans
 206.85  % 241.97  % 178.01  % 187.31  % 198.70  %
Allowance for credit losses on loans to total loans 1.20  % 1.14  % 1.16  % 1.15  % 1.14  %
Net charge-offs (recoveries) to average loans (annualized) 0.30  % (0.02  %) 0.05  % 0.03  % 0.13  %

10
Stellar Bancorp, Inc.
GAAP Reconciliation and Management’s Explanation of Non-GAAP Financial Measures
(Unaudited)
Stellar’s management uses certain non-GAAP (generally accepted accounting principles) financial measures to evaluate its performance. Stellar believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance and that management and investors benefit from referring to these non-GAAP financial measures in assessing Stellar’s performance and when planning, forecasting, analyzing and comparing past, present and future periods. Specifically, Stellar reviews pre-tax, pre-provision income, pre-tax pre-provision ROAA, adjusted pre-tax, pre-provision income, adjusted pre-tax, pre-provision ROAA, adjusted efficiency ratio, tangible book value per share, return on average tangible equity, tangible equity to tangible assets and net interest margin (tax equivalent) excluding PAA for internal planning and forecasting purposes. Stellar has included in this Earnings Release information relating to these non-GAAP financial measures for the applicable periods presented.  These non-GAAP measures should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which Stellar calculates the non-GAAP financial measures may differ from that of other companies reporting measures with similar names.
Three Months Ended Years Ended
2022 2021 2022 2021
December 31 September 30 June 30 March 31 December 31 December 31 December 31
(Dollars and share amounts in thousands, except per share data)
Net income $ 2,052 $ 14,286 $ 16,437 $ 18,657 $ 21,558 $ 51,432 $ 81,553
Add: Provision for credit losses 44,793 1,962 2,143 1,814 (2,577) 50,712 (2,322)
Add: Provision for income taxes (218) 3,406 3,702 4,202 4,833 11,092 18,341
Pre-tax, pre-provision income $ 46,627 $ 19,654 $ 22,282 $ 24,673 $ 23,814 $ 113,236 $ 97,572
Total average assets $ 10,946,009 $ 6,717,886 $ 7,019,299 $ 7,257,498 $ 6,941,730 $ 7,988,273 $ 6,559,711
Pre-tax, pre-provision return on average assets(B)
 1.69  % 1.16  % 1.27  % 1.38  % 1.36  % 1.42  % 1.49  %
Pre-tax, pre-provision income $ 46,627 $ 19,654 $ 22,282 $ 24,673 $ 23,814 $ 113,236 $ 97,572
Add: Acquisition and merger-related expenses 11,469 10,551 1,667 451 1,408 24,138 2,011
Add: Core deposit intangibles amortization 7,051 750 751 751 824 9,303 3,296
Less: Purchase accounting accretion 8,160 40 77 93 93 8,370 600
Less: Gain (loss) on sale of assets 4,025 42 (17) — (321) 4,050 (272)
Adjusted pre-tax, pre-provision income $ 52,962 $ 30,873 $ 24,640 $ 25,782 $ 26,274 $ 134,257 $ 102,551
Adjusted pre-tax, pre-provision return on average assets(B)
 1.92  % 1.82  % 1.41  % 1.44  % 1.50  % 1.68  % 1.56  %
Total noninterest expense $ 79,624 $ 44,031 $ 37,904 $ 34,517 $ 36,744 $ 196,076 $ 139,554
Less: Acquisition and merger-related expenses 11,469 10,551 1,667 451 1,408 24,138 2,011
Less: Core deposit intangibles amortization 7,051 750 751 751 824 9,303 3,296
Net interest income 115,614 60,690 57,482 55,172 58,104 288,958 228,564
Less: Purchase accounting accretion 8,160 40 77 93 93 8,370 600
Total noninterest income 10,637 2,995 2,704 4,018 2,454 20,354 8,562
Less: Gain (loss) on sale of assets 4,025 42 (17) — (321) 4,050 (272)
Adjusted efficiency ratio(A)
 53.57% 51.46% 59.02% 56.37% 56.78% 54.78% 56.69%
Total shareholders' equity $ 1,383,176 $ 656,302 $ 705,329 $ 751,940 $ 816,468 $ 1,383,176 $ 816,468
Less:  Goodwill and core deposit intangibles, net 640,785 236,048 236,798 237,549 238,300 640,785 238,300
Tangible shareholders’ equity $ 742,391 $ 420,254 $ 468,531 $ 514,391 $ 578,168 $ 742,391 $ 578,168
Shares outstanding at end of period 52,955 28,137 28,586 28,904 28,846 52,955 28,846
Tangible book value per share $ 14.02 $ 14.94 $ 16.39 $ 17.80 $ 20.04 $ 14.02 $ 20.04
Average shareholders' equity $ 1,347,938 $ 717,436 $ 744,126 $ 804,704 $ 806,941 $ 904,529 $ 786,036
Less:  Average goodwill and core deposit intangibles, net 658,107 236,399 237,153 237,925 238,700 343,257 239,916
Average tangible shareholders’ equity $ 689,831 $ 481,037 $ 506,973 $ 566,779 $ 568,241 $ 561,272 $ 546,120
Return on average tangible equity(B)
 1.18  % 11.78  % 13.00  % 13.35  % 15.05  % 9.16  % 14.93  %
Total assets $ 10,900,437 $ 6,730,342 $ 6,731,764 $ 7,149,363 $ 7,104,954 $ 10,900,437 $ 7,104,954
Less: Goodwill and core deposit intangibles, net 640,785 236,048 236,798 237,549 238,300 640,785 238,300
Tangible assets $ 10,259,652 $ 6,494,294 $ 6,494,966 $ 6,911,814 $ 6,866,654 $ 10,259,652 $ 6,866,654
Tangible equity to tangible assets 7.24  % 6.47  % 7.21  % 7.44  % 8.42  % 7.24  % 8.42  %
Net interest income (tax equivalent) $ 116,574 $ 61,418 $ 58,238 $ 55,922 $ 58,838 $ 292,152 $ 231,315
Less: Purchase accounting accretion 8,160 40 77 93 93 8,370 600
Adjusted net interest income (tax equivalent) $ 108,414 $ 61,378 $ 58,161 $ 55,829 $ 58,745 $ 283,782 $ 230,715
Average earning assets $ 9,815,701 $ 6,325,984 $ 6,618,005 $ 6,873,708 $ 6,545,379 $ 7,413,444 $ 5,931,033
Net interest margin
   (tax equivalent) excluding PAA
 4.38  % 3.85  % 3.52  % 3.29  % 3.56  % 3.83  % 3.89  %
(A)Represents total noninterest expense, excluding acquisition and merger-related expenses, core deposit intangibles amortization and write-down on assets moved to held for sale, divided by the sum of net interest income, excluding purchase accounting adjustments plus noninterest income, excluding net gains and losses on the sale of loans, securities and assets. Additionally, taxes and provision for credit losses are not part of this calculation.
(B)Interim periods annualized.
11
EX-99.2 3 a992earningspresentation.htm EX-99.2 a992earningspresentation
Fourth Quarter 2022 Earnings Presentation Exhibit 99.2

 
Forward-Looking Statements and Non-GAAP Financial Measures 2 Certain statements in this presentation which are not historical in nature are intended to be, and are hereby identified as, “forward-looking statements” for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements about the benefits of the merger of equals (the “Merger”) of CBTX, Inc. (now Stellar Bancorp, Inc.) (the "Company") and Allegiance Bancshares, Inc. ("Allegiance"), including future financial performance and operating results, the Company’s plans, business and growth strategies, objectives, expectations and intentions, and other statements that are not historical facts, including projections of macroeconomic and industry trends, which are inherently unreliable due to the multiple factors that impact economic trends, and any such variations may be material. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “could,” “scheduled,” “plans,” “intends,” “projects,” “anticipates,” “expects,” “believes,” “estimates,” “potential,” “would,” or “continue” or negatives of such terms or other comparable terminology. All forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of Stellar to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others: the risk that the cost savings and any revenue synergies from the Merger may not be fully realized or may take longer than anticipated to be realized; disruption to our business as a result of the Merger; the risk that the integration of our operations following the Merger will be materially delayed or will be more costly or difficult than we expected or that we are otherwise unable to successfully integrate our legacy businesses; the amount of the costs, fees, expenses and charges related to the Merger; reputational risk and the reaction of our customers, suppliers, employees or other business partners to the Merger; changes in the interest rate environment, the value of Stellar’s assets and obligations and the availability of capital and liquidity; general competitive, economic, political and market conditions; and other factors that may affect future results of Stellar including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation and Texas Department of Banking and legislative and regulatory actions and reforms. Additional factors which could affect the Company’s future results can be found in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K and the Joint Proxy Statement/Prospectus regarding the Merger that the Company filed with the SEC on April 7, 2022 pursuant to Rule 424(b)(3), CBTX’s Annual Report on Form 10-K and Allegiance’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at https:// www.sec.gov. We disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements. GAAP Reconciliation of Non-GAAP Financial Measures Stellar’s management uses certain non-GAAP (generally accepted accounting principles) financial measures to evaluate its performance. Stellar believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance and that management and investors benefit from referring to these non-GAAP financial measures in assessing Stellar’s performance and when planning, forecasting, analyzing and comparing past, present and future periods. Specifically, Stellar reviews pre-tax, pre-provision income; pre- tax, pre-provision ROAA; adjusted pre-tax, pre-provision income; adjusted pre-tax, pre-provision ROAA; adjusted efficiency ratio; the ratio of tangible equity to tangible assets; net interest margin (tax equivalent) excluding PAA; and loan yield excluding accretion for internal planning and forecasting purposes. Stellar has included in this presentation information relating to these non-GAAP financial measures for the applicable periods presented. These non-GAAP measures should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which Stellar calculates the non-GAAP financial measures may differ from that of other companies reporting measures with similar names.

 
3 (1) Refer to the calculation of this non-GAAP financial measure and a reconciliation to its most directly comparable GAAP financial measure in the appendix. Stellar Bancorp, Inc. - Snapshot Combination of the Houston region’s two largest regionally-focused banks  Combination delivers scale, growth opportunities, and talent depth  Valuable franchise in one of the best markets in the U.S.  Merger-of-equals between of CBTX, Inc. and Allegiance Bancshares, Inc. became effective October 1, 2022, with the combined company renamed Stellar Bancorp, Inc. (NASDAQ: STEL)  Strong core earnings power Q4 2022 (Dollars in millions) Total assets $10,900 Total loans $7,755 Total deposits $9,268 Tangible equity to tangible assets (1) 7.24% Total loans to total deposits 83.7%  Principal banking subsidiary to be renamed Stellar Bank upon system conversion in February

 
4 Financial Highlights – Fourth Quarter 2022 (1) Refer to the calculation of these non-GAAP financial measures and a reconciliation to their most directly comparable GAAP financial measures in the appendix. (2) Adjusted results exclude acquisition and merger-related expenses, core deposit intangible amortization, purchase accounting adjustments and gains and losses on the sale of assets. (3) Represents total noninterest expense divided by the sum of net interest income and noninterest income, excluding gains and losses on the sale of loans, securities, and assets. (4) Annualized. Key Financial Accomplishments:  Crossed $10 billion in assets with closing of Merger  Reported Q4 2022 net income of $2.1 million, or $0.04 per share, impacted by merger related items − See slides 5 and 6 for additional detail detailing merger impacts  Strong NIM: reported NIM of 4.71% / NIM excluding PAA of 4.38%(1)  Excellent Core Funding: 45.6% noninterest-bearing deposits / 0.69% cost of funds  Strong Core Earnings Power: PTPP ROAA of 1.69%(1)(4)/ adjusted for merger and nonrecurring impacts 1.92%(1)(2)(4) The merger was accounted for as a reverse acquisition using the acquisition method of accounting, with CBTX treated as the legal acquirer and Allegiance treated as the accounting acquirer for financial reporting purposes. The results for Stellar reflect the results of Allegiance prior to completion of the merger and reflect the results for Stellar from the effective date of the merger, October 1, 2022, going forward. Q4 2022 Actual Adjusted(1) Net interest margin (tax equivalent)(4) 4.71% 4.38% Pre-tax, pre provision net income 46,627$ (1) 52,962$ (2) Pre-tax, pre provision ROAA(4) 1.69% (1) 1.92% (2) Eff iciency ratio(3) 65.14% 53.57% (2) (Dollars in thousands)

 
Merger Related Accounting Adjustments(1) 5 • Purchase accounting mark on acquired loans of $166.5 million (5.31% of legacy CBTX loan portfolio) • $9.3 million allocated to purchase credit deteriorated (PCD) loans • $157.2 million allocated to non-PCD loans • Core deposit intangible of $138.2 million (3.79% of legacy CBTX non-time deposit portfolio) amortized using sum-of-the-years-digits method over 10 years • Scheduled amortization expense of $24.5 million in 2023 and $22.0 million in 2024 • Establishment of new allowance for credit loss on acquired loans • $28.2 million provision for credit losses on non-PCD loans • $5.0 million provision for unfunded commitments • $7.6 million allowance for credit losses on PCD loans • Acquisition and merger-related expenses of $11.5 million for the fourth quarter 2022 • Gain on sale of acquired loans of $1.9 million • Gain on sale of securities of $1.2 million related to sale of $353.9 million of legacy CBTX securities (69.3% of the legacy CBTX portfolio) • Gain on sale of branch of approximately $972 thousand FMV ADJUSTMENTS CORE DEPOSIT INTANGIBLE ALLOWANCE FOR CREDIT LOSSES OTHER ADJUSTMENTS (1) The Company’s valuations of CBTX’s assets and liabilities are preliminary and may be refined for up to a year from the date of the Merger.

 
Core PTPP Earnings Power 6 (1) Non-GAAP financial measure. (2) Adjusted results exclude the impact of acquisition and merger-related expenses, core deposit intangibles amortization, purchase accounting adjustments and the net gain on sale of assets for the period presented. (3) Annualized. After excluding merger-related expenses, nonrecurring and non-cash merger accounting items, core pre-tax, pre-provision (“PTPP”) earnings power is Stellar Q4 2022 (Dollars in thousands) Net income 2,052$ (+) Provision for credit losses 44,793 Outsized provision resulting from the merger (+) Provision for income taxes (218) Pre-tax, pre-provision income(1) 46,627$ (+) Acquisition and merger-related expenses 11,469$ (-) Net gain on sale of assets 4,025 Nonrecurring revenue from loan, securities and other asset sales during the quarter (+) Core deposit intangibles amortization 7,051 Quarterly intangible amortization expense created from purchase accounting adjustments (-) Purchase accounting adjustments (PAA) 8,160 Quarterly revenue impact of PAA taken into loan yield, created by purchase accounting Adjusted pre-tax, pre-provision income(1)(2) 52,962$ Core Earnings Power after adjustments for merger related items Pre-tax, pre provision ROAA(1)(3) 1.69% Adjusted pre-tax, pre provision ROAA(1)(2)(3) 1.92%

 
C & I 19.0% Cons. & Other 0.6% 1-4 Fam. 12.9% C&D 16.8%Multi. 5.7% OO CRE 23.2% CRE 21.8% Fourth Quarter Loan Summary 7 (1) Refer to the calculation of these non-GAAP financial measures and a reconciliation to their most directly comparable GAAP financial measures in the appendix. Note: Combined represents the simple addition of legacy balances at September 30,2022. Loan Portfolio Composition Loans (in millions) Ongoing Focus on Quality • Yield on loans at 6.01% • Yield on loans excluding PAA at 5.59%(1) • No material moves in lending concentrations • Proactively sold $35.4 million of loans Average Outstanding Balance Interest Earned / Interest Paid Average Yield / Rate ASSETS Interest-Earning Assets: Loans 7,666,502$ 116,145$ 6.01% 5.59% Securities 1,795,082 12,891 2.85% Deposits in other financial institutions 354,117 2,933 3.29% Total interest-earning assets 9,815,701$ 131,969$ 5.33% 5.00% Q4 2022 (Dollars in thousands) Excl. PAA Fees/Costs (1) (1)

 
Fourth Quarter Deposit Summary 8 Deposit MixDeposits (in millions) High Quality Deposit Funding: • 45.6% Noninterest bearing deposits • Core Funded Balance Sheet • 83.7% Loan / Deposit Ratio NIB 45.6% IB Demand 17.2% Sav. & MMDA 27.8% CD's 9.4% Combined Q3 2022 Q4 2022 Cost of Deposits 0.28% 0.62% Cost of IB Deposits 0.51 % 1 .1 3% (1) Combined represents the simple addition of legacy balances at September 30, 2022 or weighted average legacy costs; estimated. (1)

 
Fourth Quarter Asset Quality Summary  Strong credit quality metrics  Q4 2022 NCOs totaled $5.7 million  $4.6 million of Q4 charges related to the proactive sale of $35.4 million of loans  Adj. NCOs / Avg. Loans(1) was 0.06%  NCOs for the combined company would have totaled $6.1 million(2) for the FY 2022  Track record is exceptional for both companies  Annual NCOs avg. for the 5 years ended December 31, 2021 was 0.03% for legacy CBTX  Annual NCOs avg. for the 5 years ended December 31, 2021 was 0.14% for legacy ABTX 9 NPAs by Type C&I 56.4%CRE 22.1% 1-4 Family 20.9% Consumer 0.6% Q4 2022 (Dollars in thousands) Nonperforming loans to total loans 0.58% Total nonperforming loans 45,048$ Nonperforming assets to total assets 0.41% Total nonperforming assets 45,048$ Net charge-offs to average loans (annualized) 0.30% Allow ance for credit losses on loans to total loans 1.20% (1) Excludes NCOs created as part of the proactive sale of loans; annualized. (2) Combined represents the simple addition of legacy balances for 2022; estimated.

 
Regulatory Capital Ratios(1) 10 Adequately Well Capitalized Capitalized Bank Capital Ratios CET 1 Ratio 10.46% 4.50% 6.50% Tier 1 Capital Ratio 10.46% 6.00% 8.00% Total Capital Ratio 12.10% 8.00% 10.00% Tier 1 Leverage Ratio 8.81% 4.00% 5.00% Consolidated Capital Ratios TCE / TA(2) 7.24% N/A N/A CET 1 Ratio 10.04% 4.00% N/A Tier 1 Capital Ratio 10.15% 4.50% N/A Total Capital Ratio 12.47% 6.00% N/A Tier 1 Leverage Ratio 8.55% 8.00% N/A Q4 2022 (1) Estimated. (2) Refer to the calculation of this non-GAAP financial measure and a reconciliation to its most directly comparable GAAP financial measure in the appendix.

 
11 Key Takeaways Excellent core funding profile Merger scale brings strong combined earnings power Key success factor for 2023: risk management Significant financial flexibility Positioned for rapid capital-build

 
Unparalleled Market Focus Total Assets Houston Region(1) Percent of Company Name ($B) Deposits ($B) Deposits (%) JPMorgan $3,841 $188.0 7.6% Wells Fargo 1,881 34.3 2.4% BofA 3,112 29.7 1.5% Zions 87.8 14.1 17.8% PNC 541 11.9 2.7% Stellar 11.1 9.5 98.1% Frost 51.8 8.4 18.4% Capital One 440 8.0 2.6% Cadence 47.7 7.6 18.9% Prosperity 37.4 6.8 22.6% Allegiance 6.7 5.9 100.0% Woodforest 9.6 5.9 70.4% Comerica 86.9 3.9 5.1% CBTX 4.3 3.6 95.1% Texas Capital 32.3 2.9 11.3% Truist 545 2.9 0.7% 12 Houston Region Market Share(1) Deposits ($B) $34.3 $29.7 $14.1 $11.9 $9.5 $8.4 $8.0 $7.6 $6.8 $5.9 $5.9 $3.9 $3.6 $2.9 $2.9 JPMorgan Wells Fargo BofA Zions PNC Stellar Frost Capital One Cadence Prosperity Allegiance Woodforest Comerica CBTX Texas Capital Truist $188.0 Stell r Allegianc CBT Note: Deposit market share based on FDIC data as of June 30, 2022; Stellar deposits in the Houston Region are combined deposits as of June 30, 2022. (1) Houston Region defined as the Houston-The Woodlands-Sugar Land and Beaumont-Port Arthur MSAs. Source: S&P Capital IQ Pro; Excludes non-retail branches.

 
Headquartered in 4th Largest City in the US 5-Year Historical Population Growth (2017-2022) STRONG AND DIVERSIFIED HOUSTON REGION Houston has the second highest concentration of Fortune 1000 companies in the U.S. The Port of Houston ranked #1 in the U.S. in 2021 foreign waterborne tonnage Houston is the #1 most diverse city in the U.S. based on socioeconomic factors The Woodlands, a Houston suburb, is #1 on the list of America’s 50 Best Places to Live Houston is home to the Texas Medical Center, which has 10 million patient encounters each year During the pandemic, Houston saw the second highest growth in jobs available for software and IT workers 13 Median Home Price ($000s) Median Household Income Source: S&P Capital IQ Pro as of June 30, 2022; Texas Medical Center; Houston.org; Wallet Hub; ABC News; Axios. (1.6%) (2.2%) (0.3%) 7.3% 5.9% 5.8% 2.8% New York MSA Los Angeles MSA Chicago MSA Dallas MSA Houston MSA Texas USA $597.6 $825.7 $370.1 $408.2 $357.2 $344.9 $440.3 New York MSA Los Angeles MSA Chicago MSA Dallas MSA Houston MSA Texas USA $92,717 $86,804 $83,335 $81,205 $74,859 $70,957 $72,465 New York MSA Los Angeles MSA Chicago MSA Dallas MSA Houston MSA Texas USA

 
440 bps 400 bps 386 bps 245 bps 128 bps 8 bps (31 bps) (33 bps) (49 bps) (76 bps) (135 bps) (137 bps) (193 bps) (343 bps) (354 bps) (500 bps) (400 bps) (300 bps) (200 bps) (100 bps) - 100 bps 200 bps 300 bps 400 bps 500 bps JPMorgan Cullen/Frost Bankers Bank of America Independent Bank Group Veritex Holdings Texas Capital Comerica Zions Prosperity Hilltop Holdings First Financial Bankshares Cadence Bank Wells Fargo PNC Financial Strong Combined Market Share Growth In Competitive Texas Markets 14 Pure Play Texas Banks Money Center Banks Other Significant Banks in Texas 2022 Deposit-Weighted Market Share 11.1% 5-Year Change In Deposit-Weighted Market Share by County (‘17 - ‘22 Change in bps) Source: S&P Capital IQ Pro. Note: Deposit data as of June 30, combined for M&A completed over or pending in last 5 years. 41.4% 17.1% 29.1% 7.7% 1.6% 5.1% 1.9% 3.8% 14.8% 7.8% 37.9% 8.1% 11.8% 4.4% Stellar

 
Appendix: Non-GAAP Reconciliation(1) 15 (1) See the disclosure under the heading “GAAP Reconciliation of Non-GAAP Financial Measures” on slide 2 regarding the use of non-GAAP financial measures. (2) Annualized. Q4 2022 Net income $ 2,052 (+) Provision for credit losses 44,793 (+) Provision for income taxes (218) Pre-tax, pre-provision income $ 46,627 Total average assets $ 10,946,009 Pre-tax, pre-provision return on average assets(2) 1.69% Pre-tax, pre-provision income $ 46,627 (+) Acquisition and merger-related expenses 11,469 (+) Core deposit intangibles amortization 7,051 (-) Purchase accounting adjustments 8,160 (-) Gain on sale of assets 4,025 Adjusted pre-tax, pre-provision income $ 52,962 Adjusted pre-tax, pre-provision return on average assets(2) 1.92% Total noninterest expense $ 79,624 (-) Acquisition and merger-related expenses 11,469 (-) Core deposit intangibles amortization 7,051 Net interest income 115,614 (-) Purchase accounting adjustments 8,160 Total noninterest income 10,637 (-) Gain on sale of assets 4,025 Adjusted efficiency ratio 53.57% Total shareholders' equity $ 1,383,176 (-) Goodw ill and core deposit intangibles, net 640,785 Tangible shareholders’ equity $ 742,391 Total assets $ 10,900,437 (-) Goodw ill and core deposit intangibles, net 640,785 Tangible assets $ 10,259,652 Tangible equity to tangible assets 7.24% Net interest income (tax equivalent) $ 116,574 (-) Purchase accounting adjustments 8,160 Adjusted net interest income (tax equivalent) $ 108,414 Average earning assets $ 9,815,701 Net interest margin (tax equivalent)(2) 4.71% Net interest margin (tax equivalent) excluding PAA(2) 4.38% Interest on loans, as reported $ 116,145 (-) Purchase accounting adjustments - loan accretion 8,148 Interest on loans w ithout loan accretion $ 107,997 Average loans $ 7,666,502 Loan yield, as reported(2) 6.01% Loan yield, w ithout accretion(2) 5.59%

 
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