株探米国株
英語
エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________
FORM 10-Q
_______________________________________________
S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025
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)
_______________________________________________
Texas 20-8339782
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)
9 Greenway Plaza, Suite 110
Houston, Texas 77046
(Address of principal executive offices, including zip code)
(713) 210-7600
(Registrant’s telephone number, including area code)
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
 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S  No £
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes S  No £
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer S Accelerated filer £
Non-accelerated filer £ Smaller reporting company £
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. £
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No S

As of April 22, 2025, the registrant had 51,473,176 shares common stock, $0.01 par value per share, outstanding.


Table of Contents

STELLAR BANCORP, INC.
INDEX TO FORM 10-Q
March 31, 2025
2

Table of Contents

PART I—FINANCIAL INFORMATION
ITEM 1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS
STELLAR BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31,
2025
December 31,
2024
(In thousands, except shares and par value)
ASSETS
Cash and due from banks $ 130,932  $ 419,967 
Interest-bearing deposits at other financial institutions 429,643  491,249 
Total cash and cash equivalents 560,575  911,216 
Available for sale securities, at fair value 1,719,371  1,673,016 
Loans held for investment 7,283,133  7,439,854 
Less: allowance for credit losses on loans (83,746) (81,058)
Loans, net 7,199,387  7,358,796 
Accrued interest receivable 37,669  37,884 
Premises and equipment, net 109,750  111,856 
Federal Home Loan Bank stock 20,902  8,209 
Bank-owned life insurance 108,108  107,498 
Goodwill 497,318  497,318 
Core deposit intangibles, net 87,007  92,546 
Other assets 94,800  107,451 
TOTAL ASSETS $ 10,434,887  $ 10,905,790 
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Deposits:
Noninterest-bearing $ 3,205,619  $ 3,576,206 
Interest-bearing
Demand 1,863,752  1,845,749 
Money market and savings 2,248,616  2,253,193 
Certificates and other time 1,244,726  1,453,236 
Total interest-bearing deposits 5,357,094  5,552,178 
Total deposits 8,562,713  9,128,384 
Accrued interest payable 9,856  17,052 
Borrowed funds 119,923  — 
Subordinated debt 70,135  70,105 
Other liabilities 61,428  82,389 
Total liabilities 8,824,055  9,297,930 
COMMITMENTS AND CONTINGENCIES (See Note 13)
SHAREHOLDERS’ EQUITY:
Preferred stock, $0.01 par value; 10,000,000 shares authorized; no shares issued or outstanding at March 31, 2025 and December 31, 2024
—  — 
Common stock, $0.01 par value; 140,000,000 shares authorized; 52,140,929 shares issued and outstanding at March 31, 2025 and 53,428,699 shares issued and outstanding at December 31, 2024
521  534 
Capital surplus 1,202,628  1,240,050 
Retained earnings 510,072  492,640 
Accumulated other comprehensive loss (102,389) (125,364)
Total shareholders’ equity 1,610,832  1,607,860 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 10,434,887  $ 10,905,790 
See condensed notes to interim consolidated financial statements.
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STELLAR BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended March 31,
2025 2024
(Dollars in thousands, except per share data)
INTEREST INCOME:
Loans, including fees $ 120,640  $ 134,685 
Securities:
Taxable 16,148  9,293 
Tax-exempt 812  818 
Deposits in other financial institutions 4,720  3,627 
Total interest income 142,320  148,423 
INTEREST EXPENSE:
Demand, money market and savings deposits 27,574  27,530 
Certificates and other time deposits 13,527  15,084 
Borrowed funds 517  1,774 
Subordinated debt 1,444  1,917 
Total interest expense 43,062  46,305 
NET INTEREST INCOME 99,258  102,118 
Provision for credit losses 3,632  4,098 
Net interest income after provision for credit losses 95,626  98,020 
NONINTEREST INCOME:
Service charges on deposit accounts 1,584  1,598 
Gain on sale of assets 417  513 
Bank-owned life insurance income 610  587 
Debit card and interchange income 520  527 
Other 2,374  3,071 
Total noninterest income 5,505  6,296 
NONINTEREST EXPENSE:
Salaries and employee benefits 41,792  41,376 
Net occupancy and equipment 3,926  4,390 
Depreciation 1,995  1,964 
Data processing and software amortization 5,682  4,894 
Professional fees 1,786  2,662 
Regulatory assessments and FDIC insurance 1,733  1,854 
Amortization of intangibles 5,548  6,212 
Communications 847  937 
Advertising 782  765 
Other 6,075  6,356 
Total noninterest expense 70,166  71,410 
INCOME BEFORE INCOME TAXES 30,965  32,906 
Provision for income taxes 6,263  6,759 
NET INCOME $ 24,702  $ 26,147 
EARNINGS PER SHARE:
Basic $ 0.46  $ 0.49 
Diluted $ 0.46  $ 0.49 
DIVIDENDS PER SHARE $ 0.14  $ 0.13 
See condensed notes to interim consolidated financial statements.
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STELLAR BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended March 31,
2025 2024
(In thousands)
Net income $ 24,702  $ 26,147 
Other comprehensive income (loss):
Unrealized gain (loss) on securities:
Change in unrealized holding gain (loss) on available for sale securities during the period
29,097  (15,330)
Reclassification of loss realized through the sale
   of securities
— 
Total other comprehensive income (loss) 29,100  (15,330)
Deferred tax (expense) benefit related to other comprehensive (income) loss
(6,125) 3,228 
Other comprehensive income (loss), net of tax 22,975  (12,102)
Comprehensive income $ 47,677  $ 14,045 
See condensed notes to interim consolidated financial statements.
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STELLAR BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
Common Stock Capital
Surplus
Retained
Earnings
Accumulated
Other Comprehensive
(Loss) Income
Total Shareholders’
Equity
Shares Amount
(Dollars in thousands, except per share data)
BALANCE AT DECEMBER 31, 2023 53,291,079  $ 533  $ 1,232,627  $ 405,945  $ (118,087) $ 1,521,018 
Net income —  —  —  26,147  —  26,147 
Other comprehensive loss —  —  —  —  (12,102) (12,102)
Cash dividends declared, $0.13 per share
—  —  —  (6,962) —  (6,962)
Common stock issued in connection
with the exercise of stock options
and restricted stock awards
259,741  (253) —  —  (250)
Stock-based compensation expense —  —  2,847 —  —  2,847 
BALANCE AT MARCH 31, 2024 53,550,820  $ 536  $ 1,235,221  $ 425,130  $ (130,189) $ 1,530,698 
 
BALANCE AT DECEMBER 31, 2024 53,428,699  $ 534  $ 1,240,050  $ 492,640  $ (125,364) $ 1,607,860 
Net income —  —  —  24,702  —  24,702 
Other comprehensive income —  —  —  —  22,975  22,975 
Cash dividends declared, $0.14 per share
—  —  —  (7,270) —  (7,270)
Common stock issued in connection
with the exercise of stock options
and restricted stock awards
91,192  (800) —  —  (799)
Repurchase of common stock (1,378,962) (14) (38,588) —  —  (38,602)
Stock-based compensation expense —  —  1,966  —  —  1,966 
BALANCE AT MARCH 31, 2025 52,140,929  $ 521  $ 1,202,628  $ 510,072  $ (102,389) $ 1,610,832 
See condensed notes to interim consolidated financial statements.
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STELLAR BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
  Three Months Ended March 31,
  2025 2024
  (In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net income $ 24,702  $ 26,147 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and intangibles amortization 7,543  8,176 
Net accretion of discount on loans (5,397) (8,551)
Net amortization of premium on securities (1,299) 2,671 
Provision for credit losses 3,632  4,098 
Deferred income tax expense 1,008  2,503 
Stock-based compensation expense 1,966  2,847 
Net change in operating leases 823  1,553 
Bank-owned life insurance income (610) (587)
Federal Home Loan Bank stock dividends (238) (493)
Gain on sale of assets (417) (513)
Excess tax benefit from stock based compensation 539  (35)
(Increase) decrease in accrued interest receivable and other assets (8,946) 5,913 
Decrease in accrued interest payable and other liabilities (28,985) (12,629)
Net cash (used in) provided by operating activities (5,679) 31,100 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of available for sale securities (1,511,027) (185,721)
Proceeds from maturities and principal paydowns of available for sale securities 1,392,366  35,196 
Proceeds from sales and calls of available for sale securities 102,705  5,112 
Net change in total loans 170,741  24,859 
Purchase of bank premises and equipment (770) (564)
Proceeds from sale of bank premises, equipment and other real estate 5,820  1,992 
Net (purchase) redemption of Federal Home Loan Bank stock (12,455) 9,494 
Net cash provided by (used in) investing activities 147,380  (109,632)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in noninterest-bearing deposits (370,587) (223,666)
Net (decrease) increase in interest-bearing deposits (195,084) 144,915 
Net change in borrowed funds 120,000  165,000 
Dividends paid to common shareholders (7,270) (6,962)
Proceeds from the issuance of restricted stock and stock option exercises (799) (250)
Repurchase of common stock (38,602) — 
Net cash (used in) provided by financing activities (492,342) 79,037 
NET CHANGE IN CASH AND CASH EQUIVALENTS (350,641) 505 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 911,216  399,237 
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 560,575  $ 399,742 
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid $ —  $ — 
Interest paid 50,258  45,366 
Cash paid for operating lease liabilities 1,051  1,204 
SUPPLEMENTAL NONCASH DISCLOSURE:
Loans transferred to other real estate 8,786  — 

See condensed notes to interim consolidated financial statements.
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STELLAR BANCORP, INC.
CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2025
(Unaudited)
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
Nature of Operations—Stellar Bancorp, Inc. (“Stellar”) through its wholly-owned subsidiary, Stellar Bank (the “Bank” and together with Stellar, collectively referred to herein as “we,” “us,” “our” and the “Company”), provides a diversified range of commercial banking services primarily to small- to medium-sized businesses. Stellar derives substantially all of its revenues and income from the operation of the Bank.

    The Company is focused on delivering a wide variety of relationship-driven commercial banking products and community-oriented services tailored to meet the needs of small-to medium-sized businesses, professionals and individuals through its 54 banking centers with 37 banking centers in the Houston metropolitan statistical area (“MSA”), 16 banking centers in the Beaumont MSA and one banking center in Dallas, Texas.

Basis of Presentation—The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with guidance provided by the Securities and Exchange Commission (“SEC”). Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments considered necessary for a fair presentation of the financial position, results of operations and cash flows of the Company on a consolidated basis, and all such adjustments are of a normal recurring nature. Transactions between Stellar and the Bank have been eliminated. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
Reclassifications—Certain items in the prior year financial statements were reclassified to conform to the current presentation. Reclassifications had no effect on prior year net income or shareholders’ equity.
Significant Accounting and Reporting Policies—The Company’s significant accounting and reporting policies can be found in Note 1 of the Company’s annual financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Recent Accounting Standards

Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” was issued in December 2023. This update requires that public business entities on an annual basis (1) disclose specific categories in the tax rate reconciliation, (2) provide additional information for reconciling items that meet a quantitative threshold and (3) disaggregate income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company will adopt this ASU and does not believe it will have a significant impact on the Company's financial statements.

ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. This update requires that public businesses disclose details about specific expenses such as inventory purchases, employee compensation, depreciation, amortization and depletion. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2026. Early adoption is permitted. The Company is evaluating the impact of this ASU, but does not believe it will have a significant impact on the Company’s financial statements.


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2. GOODWILL AND OTHER INTANGIBLE ASSETS
Changes in the carrying amount of the Company’s goodwill and core deposit intangible assets were as follows:
Goodwill Core Deposit
Intangibles
Servicing Assets
(In thousands)
Balance as of December 31, 2024 $ 497,318  $ 92,546  $ 146 
Amortization —  (5,539) (9)
Decrease due to payoff of serviced loans —  —  (3)
Balance as of March 31, 2025 $ 497,318  $ 87,007  $ 134 

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired recorded on the acquisition date of an entity. Goodwill is subject to impairment testing, which must be conducted at least annually or upon the occurrence of a triggering event. Various factors, such as the Company’s results of operations, the trading price of the Company’s common stock relative to the book value per share, macroeconomic conditions and conditions in the banking sector, inform whether a triggering event for an interim goodwill impairment test has occurred. Goodwill is recorded and evaluated for impairment at its reporting unit, the Company. The Company’s policy is to test goodwill for impairment annually as of October 1st, or on an interim basis if an event triggering an impairment assessment is determined to have occurred.
The estimated aggregate future amortization expense for core deposit intangible assets remaining as of March 31, 2025 is as follows (in thousands):
Remaining 2025 $ 15,989 
2026 18,896 
2027 16,272 
2028 13,244 
Thereafter 22,606 
Total $ 87,007 
3. SECURITIES
The amortized cost and fair value of securities available for sale were as follows:
March 31, 2025
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
(In thousands)
Available for Sale
U.S. government and agency securities $ 191,695  $ 429  $ (4,262) $ 187,862 
Municipal securities 219,604  324  (27,340) 192,588 
Agency mortgage-backed pass-through securities 611,739  1,301  (36,452) 576,588 
Agency collateralized mortgage obligations 714,827  1,571  (58,267) 658,131 
Corporate bonds and other 111,078  357  (7,233) 104,202 
Total $ 1,848,943  $ 3,982  $ (133,554) $ 1,719,371 
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December 31, 2024
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
(In thousands)
Available for Sale        
U.S. government and agency securities $ 198,962  $ 348  $ (5,707) $ 193,603 
Municipal securities 219,545  367  (28,459) 191,453 
Agency mortgage-backed pass-through securities 566,719  (45,346) 521,376 
Agency collateralized mortgage obligations 730,861  830  (71,328) 660,363 
Corporate bonds and other 115,601  181  (9,561) 106,221 
Total $ 1,831,688  $ 1,729  $ (160,401) $ 1,673,016 
As of March 31, 2025, no allowance for credit losses has been recognized on available for sale securities in an unrealized loss position as management does not believe any of the securities are impaired due to reasons of credit quality. This belief is based upon our analysis of the underlying risk characteristics, including credit ratings, and other qualitative factors related to our available for sale securities and in consideration of our historical credit loss experience and internal forecasts. The issuers of these securities continue to make timely principal and interest payments under the contractual terms of the securities. Furthermore, management does not have the intent to sell any of the securities classified as available for sale in the table above and believes that it is more likely than not that we will not have to sell any such securities before a recovery of cost. The unrealized losses are due to increases in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline.
The amortized cost and fair value of investment securities at March 31, 2025, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations at any time with or without call or prepayment penalties.
Amortized
Cost
Fair
Value
(In thousands)
Due in one year or less $ 78,742  $ 77,012 
Due after one year through five years 7,494  7,524 
Due after five years through ten years 141,302  128,718 
Due after ten years 294,839  271,398 
Subtotal 522,377  484,652 
Agency mortgage-backed pass-through securities and collateralized mortgage obligations
1,326,566  1,234,719 
Total $ 1,848,943  $ 1,719,371 
Securities with unrealized losses segregated by length of time in a continuous loss position were as follows:
March 31, 2025
Less than 12 Months More than 12 Months Total
Estimated
Fair Value
Unrealized
Losses
Estimated
Fair Value
Unrealized
Losses
Estimated
Fair Value
Unrealized
Losses
(In thousands)
Available for Sale
U.S. government and agency securities $ 19,275  $ (87) $ 127,101  $ (4,175) $ 146,376  $ (4,262)
Municipal securities 7,624  (184) 170,651  (27,156) 178,275  (27,340)
Agency mortgage-backed pass-through securities
162,344  (2,785) 265,524  (33,667) 427,868  (36,452)
Agency collateralized mortgage obligations 127,039  (1,593) 331,795  (56,674) 458,834  (58,267)
Corporate bonds and other 2,900  (100) 76,827  (7,133) 79,727  (7,233)
Total $ 319,182  $ (4,749) $ 971,898  $ (128,805) $ 1,291,080  $ (133,554)
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December 31, 2024
Less than 12 Months More than 12 Months Total
Estimated
Fair Value
Unrealized
Losses
Estimated
Fair Value
Unrealized
Losses
Estimated
Fair Value
Unrealized
Losses
(In thousands)
Available for Sale
U.S. government and agency securities $ 29,443  $ (576) $ 122,936  $ (5,131) $ 152,379  $ (5,707)
Municipal securities 8,512  (183) 168,132  (28,276) 176,644  (28,459)
Agency mortgage-backed pass-through securities
254,169  (6,861) 265,993  (38,485) 520,162  (45,346)
Agency collateralized mortgage obligations 216,422  (4,501) 317,225  (66,827) 533,647  (71,328)
Corporate bonds and other 11,903  (1,097) 81,027  (8,464) 92,930  (9,561)
Total $ 520,449  $ (13,218) $ 955,313  $ (147,183) $ 1,475,762  $ (160,401)
During the three months ended March 31, 2025, the Company had sales and calls of securities of $102.7 million with a loss of $3 thousand. During the three months ended March 31, 2024, the Company had sales and calls of securities of $5.1 million with no gain or loss recorded.
At March 31, 2025 and December 31, 2024, the Company did not own securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of consolidated shareholders’ equity at such respective dates.
The carrying value of pledged securities was $564.1 million at March 31, 2025 and $410.2 million at December 31, 2024. The majority of the securities in each case were pledged to collateralize public fund deposits.
4. LOANS AND ALLOWANCE FOR CREDIT LOSSES
The loan portfolio balances, net of unearned income and fees, consist of various types of loans primarily made to borrowers located within Texas, and segregated by class of loan were as follows:
March 31, 2025 December 31, 2024
(In thousands)
Commercial and industrial $ 1,362,266  $ 1,362,260 
Real estate:
Commercial real estate (including multi-family residential) 3,854,607  3,868,218 
Commercial real estate construction and land development 721,488  845,494 
1-4 family residential (including home equity) 1,125,837  1,115,484 
Residential construction 141,283  157,977 
Consumer and other 77,652  90,421 
Total loans 7,283,133  7,439,854 
Allowance for credit losses on loans (83,746) (81,058)
Loans, net $ 7,199,387  $ 7,358,796 
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Nonaccrual and Past Due Loans
An aging analysis of past due loans, segregated by class of loans, is included below. The Company defines recorded investment as the outstanding loan balances including net deferred loan fees, and excluding accrued interest receivable of $30.1 million and $30.4 million as of March 31, 2025 and December 31, 2024, respectively, due to immateriality.
March 31, 2025
Loans Past Due and Still Accruing Nonaccrual
Loans
Current
Loans
Total
Loans
30-89
Days
90 or More
Days
Total Past
Due Loans
(In thousands)
Commercial and industrial $ 6,924  $ —  $ 6,924  $ 11,471  $ 1,343,871  $ 1,362,266 
Real estate:
Commercial real estate (including
     multi-family residential)
10,766  —  10,766  26,383  3,817,458  3,854,607 
Commercial real estate construction
    and land development
4,991  —  4,991  2,027  714,470  721,488 
1-4 family residential (including
    home equity)
6,921  —  6,921  14,550  1,104,366  1,125,837 
Residential construction 769  —  769  —  140,514  141,283 
Consumer and other 297  —  297  87  77,268  77,652 
Total loans $ 30,668  $ —  $ 30,668  $ 54,518  $ 7,197,947  $ 7,283,133 
December 31, 2024
Loans Past Due and Still Accruing Nonaccrual
Loans
Current
Loans
Total
Loans
30-89
Days
90 or More
Days
Total Past
Due Loans
(In thousands)
Commercial and industrial $ 6,814  $ —  $ 6,814  $ 8,500  $ 1,346,946  $ 1,362,260 
Real estate:
Commercial real estate (including
    multi-family residential)
15,128  —  15,128  16,459  3,836,631  3,868,218 
Commercial real estate construction
    and land development
1,614  —  1,614  3,061  840,819  845,494 
1-4 family residential (including
    home equity)
10,684  —  10,684  9,056  1,095,744  1,115,484 
Residential construction 478  —  478  —  157,499  157,977 
Consumer and other 37  —  37  136  90,248  90,421 
Total loans $ 34,755  $ —  $ 34,755  $ 37,212  $ 7,367,887  $ 7,439,854 
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt. The Company utilizes a risk rating matrix to assign a risk rating to each of its loans. Risk ratings are updated on an ongoing basis and are subject to change by continuous loan monitoring processes including lending management monitoring, executive management and board committee oversight, and independent credit review. As part of the ongoing monitoring of the credit quality of the Company’s loan portfolio and methodology for calculating the allowance for credit losses, management assigns and tracks certain risk ratings to be used as credit quality indicators including trends related to (1) the weighted-average risk grade of loans, (2) the level of classified loans, (3) the delinquency status of loans, (4) nonperforming loans and (5) the general economic conditions in our market. On an annual basis, individual bankers, under the oversight of credit administration, review updated financial information for pass grade commercial loans over a defined threshold to reassess the risk grade. When a loan reaches a set of internally designated criteria, including substandard or higher, a special assets officer will be involved in the monitoring of the loan on an on-going basis.
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Table of Contents

The following is a general description of the risk ratings used by the Company:
Pass—Credits in this category contain an acceptable amount of risk.
Special Mention—Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Substandard—Loans classified as substandard have well-defined weaknesses on a continuing basis and are inadequately protected by the current net worth and paying capacity of the borrower, declining collateral values, or a continuing downturn in their industry which is reducing their profits to below zero and having a significantly negative impact on their cash flow. These loans so classified are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Doubtful—Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values, highly questionable and improbable.
Loss—Loans classified as loss are to be charged-off or charged-down when payment is acknowledged to be uncertain or when the timing or value of payments cannot be determined. “Loss” is not intended to imply that the loan or some portion of it will never be paid, nor does it in any way imply that there has been a forgiveness of debt.
The following table presents risk ratings by category and the gross charge-offs by primary loan type and year of origination or renewal. Generally, current period renewals of credit are re-underwritten at the point of renewal and considered current period originations for purposes of the table below. The following summarizes the amortized cost basis of loans by year of origination/renewal and credit quality indicator by class of loan as of March 31, 2025 and December 31, 2024:
March 31, 2025 December 31, 2024
Term Loans Amortized Cost Basis by Origination Year Revolving
Loans
Revolving Loans
Converted to Term Loans
Total Total
2025 2024 2023 2022 2021 Prior
(In thousands)
Commercial and industrial
Pass $ 58,239  $ 249,943  $ 180,418  $ 138,566  $ 101,628  $ 31,936  $ 517,730  $ 35,397  $ 1,313,857  $ 1,321,977 
Special Mention —  935  1,002  2,068  1,084  954  1,979  201  8,223  6,266 
Substandard —  4,094  4,087  4,438  811  10,783  9,175  6,798  40,186  34,017 
Doubtful —  —  —  —  —  —  —  —  —  — 
Total commercial and industrial
    loans
$ 58,239  $ 254,972  $ 185,507  $ 145,072  $ 103,523  $ 43,673  $ 528,884  $ 42,396  $ 1,362,266  $ 1,362,260 
Current period gross charge-offs $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ 45  $ 45 
Commercial real estate
    (including multi-family residential)
Pass $ 116,563  $ 364,320  $ 396,530  $ 1,264,237  $ 696,415  $ 686,889  $ 109,960  $ 20,861  $ 3,655,775  $ 3,671,749 
Special Mention 5,879  4,313  7,677  31,385  14,434  24,246  2,168  198  90,300  99,165 
Substandard 7,600  16,138  9,579  15,186  25,774  30,724  2,831  700  108,532  97,304 
Doubtful —  —  —  —  —  —  —  —  —  — 
Total commercial real estate
    (including multi-family
    residential) loans
$ 130,042  $ 384,771  $ 413,786  $ 1,310,808  $ 736,623  $ 741,859  $ 114,959  $ 21,759  $ 3,854,607  $ 3,868,218 
Current period gross charge-offs $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ — 
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March 31, 2025 December 31, 2024
Term Loans Amortized Cost Basis by Origination Year Revolving Loans Revolving Loans
Converted to Term Loans
2025 2024 2023 2022 2021 Prior Total Total
(In thousands)
Commercial real estate construction and land development
Pass $ 38,728  $ 190,622  $ 138,236  $ 219,149  $ 57,921  $ 12,984  $ 36,920  $ 960  $ 695,520  $ 828,418 
Special Mention —  —  3,626  1,800  4,571  492  —  1,167  11,656  8,911 
Substandard 9,400  1,164  2,022  152  —  648  408  518  14,312  8,165 
Doubtful —  —  —  —  —  —  —  —  —  — 
Total commercial real estate construction and land development $ 48,128  $ 191,786  $ 143,884  $ 221,101  $ 62,492  $ 14,124  $ 37,328  $ 2,645  $ 721,488  $ 845,494 
Current-period gross charge-offs $ —  $ —  $ —  $ 310  $ —  $ —  $ —  $ —  $ 310 
1-4 family residential (including
    home equity)
Pass $ 30,652  $ 138,587  $ 167,519  $ 274,664  $ 189,353  $ 186,353  $ 82,139  $ 13,976  $ 1,083,243  $ 1,073,277 
Special Mention —  1,074  2,358  2,775  2,812  2,152  72  443  11,686  10,326 
Substandard 176  2,357  2,037  3,558  5,820  7,801  3,779  5,380  30,908  31,881 
Doubtful —  —  —  —  —  —  —  —  —  — 
Total 1-4 family residential
    (including home equity)
$ 30,828  $ 142,018  $ 171,914  $ 280,997  $ 197,985  $ 196,306  $ 85,990  $ 19,799  $ 1,125,837  $ 1,115,484 
Current period gross charge-offs $ —  $ 224  $ —  $ —  $ —  $ —  $ —  $ —  $ 224 
Residential construction
Pass $ 22,575  $ 67,643  $ 29,034  $ 16,710  $ —  $ —  $ 585  $ —  $ 136,547  $ 151,742 
Special Mention —  161  —  —  —  —  —  —  161  321 
Substandard —  4,575  —  —  —  —  —  —  4,575  5,914 
Doubtful —  —  —  —  —  —  —  —  —  — 
Total residential construction $ 22,575  $ 72,379  $ 29,034  $ 16,710  $ —  $ —  $ 585  $ —  $ 141,283  $ 157,977 
Current period gross charge-offs $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ — 
Consumer and other
Pass
$ 10,533  $ 42,251  $ 6,426  $ 2,236  $ 1,252  $ 428  $ 13,593  $ 697  $ 77,416  $ 90,143 
Special Mention —  —  —  —  12  —  —  13  16 
Substandard —  37  22  102  17  —  —  45  223  262 
Doubtful —  —  —  —  —  —  —  —  —  — 
Total consumer and other $ 10,533  $ 42,288  $ 6,448  $ 2,338  $ 1,281  $ 428  $ 13,594  $ 742  $ 77,652  $ 90,421 
Current period gross charge-offs $ —  $ —  $ $ —  $ —  $ —  $ —  $ —  $
Total loans
Pass $ 277,290  $ 1,053,366  $ 918,163  $ 1,915,562  $ 1,046,569  $ 918,590  $ 760,927  $ 71,891  $ 6,962,358  $ 7,137,306 
Special Mention 5,879  6,483  14,663  38,028  22,913  27,844  4,220  2,009  122,039  125,005 
Substandard 17,176  28,365  17,747  23,436  32,422  49,956  16,193  13,441  198,736  177,543 
Doubtful —  —  —  —  —  —  —  —  —  — 
Total loans $ 300,345  $ 1,088,214  $ 950,573  $ 1,977,026  $ 1,101,904  $ 996,390  $ 781,340  $ 87,341  $ 7,283,133  $ 7,439,854 
Current period gross charge-offs $ —  $ 224  $ $ 310  $ —  $ —  $ —  $ 45  $ 582 
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The following table presents the activity in the allowance for credit losses on loans by portfolio type for the three months ended March 31, 2025 and 2024:
Commercial
and industrial
Commercial real
estate (including multi-family
residential)
Commercial real
estate construction and land
development
1-4 family residential
(including
home equity)
Residential
construction
Consumer
and other
Total
(In thousands)
Three Months Ended
Balance December 31, 2024 $ 28,847  $ 29,833  $ 16,383  $ 3,320  $ 1,565  $ 1,110  $ 81,058 
Provision for credit losses on loans
1,166  4,175  (2,423) 271  (169) (169) 2,851 
Charge-offs (45) —  (310) (224) —  (3) (582)
Recoveries 416  —  —  —  —  419 
Net charge-offs 371  —  (310) (224) —  —  (163)
Balance March 31, 2025 $ 30,384  $ 34,008  $ 13,650  $ 3,367  $ 1,396  $ 941  $ 83,746 
Three Months Ended
Balance December 31, 2023 $ 31,979  $ 38,187  $ 13,627  $ 4,785  $ 2,623  $ 483  $ 91,684 
Provision for credit losses on loans
5,667  (1,049) 425  265  72  (65) 5,315 
Charge-offs (309) (527) —  —  —  (5) (841)
Recoveries 114  —  —  —  127 
Net charge-offs (195) (527) —  —  (714)
Balance March 31, 2024 $ 37,451  $ 36,611  $ 14,052  $ 5,055  $ 2,695  $ 421  $ 96,285 
Allowance for Credit Losses on Unfunded Commitments

In addition to the allowance for credit losses on loans, the Company has established an allowance for credit losses on unfunded commitments, classified in other liabilities and adjusted as a provision for credit loss expense. The allowance represents estimates of expected credit losses over the contractual period in which there is exposure to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on the commitments expected to fund. The estimate of commitments expected to fund is informed by historical analysis looking at utilization rates. The expected credit loss rates applied to the commitments expected to fund is informed by the general valuation allowance utilized for outstanding balances with the same underlying assumptions and drivers. The allowance for credit losses on unfunded commitments as of March 31, 2025 and December 31, 2024 was $13.2 million and $12.4 million, respectively. This reserve is maintained at a level management believes to be sufficient to absorb losses arising from unfunded loan commitments. The Company recorded a provision on unfunded commitments of $781 thousand during the three months ended March 31, 2025 compared to a reversal of provision on unfunded commitments of $1.2 million for the three months ended March 31, 2024.
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Collateral Dependent Loans
Collateral dependent loans are secured by real estate assets, accounts receivable, inventory and equipment. For a collateral dependent loan, the Company’s evaluation process includes a valuation by appraisal or other collateral analysis adjusted for selling costs, when appropriate. This valuation is compared to the remaining outstanding principal balance of the loan and any loss is included in the allowance for credit losses on loans as a specific allocation. The allowance for credit losses on collateral dependent loans was $8.0 million and $2.0 million, as of March 31, 2025 and December 31, 2024, respectively.
The following tables present the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses as of March 31, 2025 and December 31, 2024:
March 31, 2025
Real Estate Business Assets Other Total
(In thousands)
Commercial and industrial $ —  $ 8,666  $ —  $ 8,666 
Real estate:
Commercial real estate (including multi-family residential) 23,412  —  —  23,412 
Commercial real estate construction and land development 2,027  —  —  2,027 
1-4 family residential (including home equity) 13,080  —  —  13,080 
Residential construction —  —  —  — 
Consumer and other —  — 
Total $ 38,519  $ 8,666  $ $ 47,191 
December 31, 2024
Real Estate Business Assets Other Total
(In thousands)
Commercial and industrial $ —  $ 13,654  $ —  $ 13,654 
Real estate:
Commercial real estate (including multi-family residential) 3,552 —  —  3,552 
Commercial real estate construction and land development 577  —  —  577 
1-4 family residential (including home equity) 13,412  —  —  13,412 
Residential construction —  —  —  — 
Consumer and other —  —  56  56 
Total $ 17,541  $ 13,654  $ 56  $ 31,251 
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Nonaccrual Loans
The following tables present additional information regarding nonaccrual loans. No interest income was recognized on nonaccrual loans as of March 31, 2025 and December 31, 2024:
March 31, 2025
Nonaccrual Loans with No Related Allowance Nonaccrual Loans with Related Allowance Total Nonaccrual Loans
(In thousands)
Commercial and industrial $ 4,082  $ 7,389  $ 11,471 
Real estate:
Commercial real estate (including multi-family residential) 11,491  14,892  26,383 
Commercial real estate construction and land development 1,164  863  2,027 
1-4 family residential (including home equity) 10,489  4,061  14,550 
Residential construction —  —  — 
Consumer and other —  87  87 
Total loans $ 27,226  $ 27,292  $ 54,518 
December 31, 2024
Nonaccrual Loans with No Related Allowance Nonaccrual Loans with Related Allowance Total Nonaccrual Loans
(In thousands)
Commercial and industrial $ 4,835  $ 3,665  $ 8,500 
Real estate:
Commercial real estate (including multi-family residential) 11,711  4,748  16,459 
Commercial real estate construction and land development 633  2,428  3,061 
1-4 family residential (including home equity) 6,834  2,222  9,056 
Residential construction —  —  — 
Consumer and other 80  56  136 
Total loans $ 24,093  $ 13,119  $ 37,212 
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Loan Modifications
Loan modifications are reported if concessions have been granted to borrowers that are experiencing financial difficulty. The percentage of loans modified comprised less than 1% of their respective classes of loan portfolios at March 31, 2025.
The following tables present information regarding loans that were modified due to the borrowers experiencing financial difficulty during the three months ended March 31, 2025 and 2024:
Three Months Ended March 31, 2025
Interest Rate Reduction Term Extension Payment Delay Principal Forgiveness Combination Term Extension and Payment Delay Combination Term Extension and Interest Rate Reduction Total
(In thousands)
Commercial and industrial $ —  $ 1,586  $ —  $ —  $ —  $ —  $ 1,586 
Real estate:
Commercial real estate (including multi-family residential)
904 904
Commercial real estate construction and land development
49 1,428 1,477
1-4 family residential (including home equity)
Residential construction
Consumer and other
Total $ —  $ 2,539  $ —  $ —  $ 1,428  $ —  $ 3,967 

Three Months Ended March 31, 2024
Interest Rate Reduction Term Extension Payment Delay Principal Forgiveness Combination Term Extension and Payment Delay Combination Term Extension and Interest Rate Reduction Total
(In thousands)
Commercial and industrial $ —  $ 1,059  $ 814  $ —  $ —  $ 468  $ 2,341 
Real estate:
Commercial real estate (including multi-family residential)
1,800 1,800
Commercial real estate construction and land development
2,097 1,944 4,041
1-4 family residential (including home equity)
657 657
Residential construction 55 1,173 237 1,465
Consumer and other
Total $ —  $ 3,211  $ 4,444  $ —  $ —  $ 2,649  $ 10,304 


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The following table summarizes, by loan portfolio, the financial effect of the Company’s loan modifications for the periods indicated:
Three Months Ended March 31, 2025 Three Months Ended March 31, 2024
Weighted-Average Term Extension Weighted-Average Interest Rate Reduction Weighted-Average Term Extension Weighted-Average Interest Rate Reduction
(months) (months)
Commercial and industrial 15 —  % 4 —  %
Real estate:
Commercial real estate (including multi-family residential)
12 —  % —  %
Commercial real estate construction and land development
3 —  % 5 —  %
1-4 family residential (including home equity)
—  % —  %
Residential construction —  % 6 —  %
Consumer and other —  % —  %

The following table summarizes modified loans that had a payment default, determined as 90 or more days past due, that were modified due to the borrowers experiencing financial difficulty during the twelve month periods indicated:
Twelve Months Ended March 31, 2025 Twelve Months Ended March 31, 2024
Term Extension Payment Delay Combination Term Extension Payment Delay Combination
(In thousands)
Commercial and industrial $ —  $ —  $ —  $ 142  $ —  $ — 
Real estate:
Commercial real estate (including multi-family residential)
904
Commercial real estate construction and land development
290 1,727
1-4 family residential (including home equity)
1,077 69
Residential construction 1,173
Consumer and other 92
Total $ 2,271  $ —  $ —  $ 1,961  $ 1,173  $ 69 
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5. LEASES
At March 31, 2025, the Company had 30 operating leases consisting of branch locations, office facilities and equipment. The right-of-use asset is classified within premises and equipment and the lease liability is included in other liabilities on the balance sheet. The Company also owns certain office facilities which it leases to outside parties under operating lessor leases; however, such leases are not significant. There were no sale and leaseback transactions, leveraged leases or lease transactions with related parties during the three months ended March 31, 2025 and 2024.
Supplemental lease information at the dates indicated was as follows:
March 31, 2025 December 31, 2024
(Dollars in thousands)
Balance Sheet:
Operating lease right-of-use asset classified as premises and equipment $ 16,456 $ 17,279
Operating lease liability classified as other liabilities $ 17,443 $ 18,273
Weighted average lease term, in years 7.14 7.24
Weighted average discount rate 4.30  % 4.28  %
Lease costs for the dates indicated were as follows:
Three Months Ended March 31,
2025 2024
(In thousands)
Income Statement:    
 Operating lease cost $ 1,763  $ 1,943 
 Short-term lease cost
    Total operating lease costs $ 1,769  $ 1,949 
The following table summarizes the contractual maturity of the Company’s lease liabilities as of the dates indicated below:
March 31, 2025 December 31, 2024
(In thousands)
Lease payments due:
 Within one year $ 3,110  $ 4,140 
 After one but within two years 3,758  3,739 
 After two but within three years 3,578  3,578 
 After three but within four years 3,414  3,414 
 After four but within five years 1,656  1,656 
 After five years 5,188  5,189 
 Total lease payments 20,704  21,716 
 Less: discount on cash flows (3,261) (3,443)
 Total lease liability $ 17,443  $ 18,273 
6. FAIR VALUE
The Company uses fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. Fair value represents the estimated exchange price that would be received from selling an asset or paid to transfer a liability, otherwise known as an “exit price,” in the principal or most advantageous market available to the entity in an orderly transaction between market participants on the measurement date.
Fair Value Hierarchy
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
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The Company groups financial assets and financial liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:
•Level 1—Quoted prices for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
•Level 2—Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
•Level 3—Significant unobservable inputs that reflect management’s judgment and assumptions that market participants would use in pricing an asset or liability that are supported by little or no market activity.
The carrying amounts and estimated fair values of financial instruments that are reported on the balance sheet were as follows:
March 31, 2025
Carrying
Amount
Estimated Fair Value
Level 1 Level 2 Level 3 Total
(In thousands)
Financial assets
Cash and cash equivalents $ 560,575  $ 560,575  $ —  $ —  $ 560,575 
Available for sale securities 1,719,371  —  1,719,371  —  1,719,371 
Loans held for investment, net of allowance 7,199,387  —  —  7,131,180  7,131,180 
Accrued interest receivable 37,669  473  7,136  30,060  37,669 
Financial liabilities
Deposits $ 8,562,713  $ —  $ 8,558,102  $ —  $ 8,558,102 
Accrued interest payable 9,856  —  9,856  —  9,856 
Borrowed funds 119,923  —  —  —  — 
Subordinated debt 70,135  —  68,958  —  68,958 
December 31, 2024
Carrying
Amount
Estimated Fair Value
Level 1 Level 2 Level 3 Total
(In thousands)
Financial assets
Cash and cash equivalents $ 911,216  $ 911,216  $ —  $ —  $ 911,216 
Available for sale securities 1,673,016  —  1,673,016  —  1,673,016 
Loans held for investment, net of allowance 7,358,796  —  —  7,223,895  7,223,895 
Accrued interest receivable 37,884  330  7,197  30,357  37,884 
Financial liabilities
Deposits $ 9,128,384  $ —  $ 9,128,234  $ —  $ 9,128,234 
Accrued interest payable 17,052  —  17,052  —  17,052 
Borrowed funds —  —  —  —  — 
Subordinated debt 70,105  —  68,963  —  68,963 
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The following tables present fair values for assets and liabilities measured on a recurring basis:
March 31, 2025
Level 1 Level 2 Level 3 Total
(In thousands)
Financial assets
 Available for sale securities:
U.S. government and agency securities $ —  $ 187,862  $ —  $ 187,862 
Municipal securities —  192,588  —  192,588 
Agency mortgage-backed pass-through securities —  576,588  —  576,588 
Agency collateralized mortgage obligations —  658,131  —  658,131 
Corporate bonds and other —  104,202  —  104,202 
Interest rate swaps —  5,034  —  5,034 
Credit risk participation agreements —  —  10  10 
Total fair value of financial assets $ —  $ 1,724,405  $ 10  $ 1,724,415 
Financial liabilities
Interest rate swaps $ —  $ 5,034  $ —  $ 5,034 
Total fair value of financial liabilities $ —  $ 5,034  $ —  $ 5,034 
December 31, 2024
Level 1 Level 2 Level 3 Total
(In thousands)
Financial assets
 Available for sale securities:
U.S. government and agency securities $ —  $ 193,603  $ —  $ 193,603 
Municipal securities —  191,453  —  191,453 
Agency mortgage-backed pass-through securities —  521,376  —  521,376 
Agency collateralized mortgage obligations —  660,363  —  660,363 
Corporate bonds and other —  106,221  —  106,221 
Interest rate swaps —  6,277  —  6,277 
Credit risk participation agreements —  — 
Total fair value of financial assets $ —  $ 1,679,293  $ $ 1,679,301 
Financial liabilities
Interest rate swaps $ —  $ 6,277  $ —  $ 6,277 
Total fair value of financial liabilities $ —  $ 6,277  $ —  $ 6,277 
There were no transfers between levels during the three months ended March 31, 2025 or 2024.

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Table of Contents

Certain assets, including purchase credit deteriorated and individually evaluated loans with allowances for credit losses and branch assets held for sale, are measured at fair value on a nonrecurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances such as impairment. There were no liabilities measured at fair value on a nonrecurring basis at March 31, 2025 and December 31, 2024. Assets measured on a nonrecurring basis for the periods noted are summarized in the table below:
March 31, 2025
Level 1 Level 2 Level 3
(In thousands)
Loans:
Commercial and industrial $ —  $ —  $ 12,764 
Commercial real estate (including multi-family residential)
—  —  9,138 
Commercial real estate construction and land development
—  —  722 
1-4 family residential (including home equity) —  —  6,024 
Consumer and other —  —  — 
Total $ —  $ —  $ 28,648 
December 31, 2024
Level 1 Level 2 Level 3
(In thousands)
Loans:
Commercial and industrial $ —  $ —  $ 9,391 
Commercial real estate (including multi-family residential)
—  —  3,722 
Commercial real estate construction and land development
—  —  1,866 
1-4 family residential (including home equity) —  —  4,278 
Consumer and other —  —  — 
Total $ —  $ —  $ 19,257 
7. DEPOSITS
Time deposits that met or exceeded the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $250 thousand at March 31, 2025 and December 31, 2024 were $627.2 million and $605.6 million, respectively.
Scheduled maturities of time deposits as of March 31, 2025 were as follows (in thousands):
2025 $ 1,063,864 
2026 143,978 
2027 16,392 
2028 7,772 
Thereafter 12,720 
Total $ 1,244,726 
The Company had $365.1 million and $481.8 million of brokered deposits as of March 31, 2025 and December 31, 2024, respectively. There were no concentrations of deposits with any one depositor at March 31, 2025 and December 31, 2024.
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8. DERIVATIVE INSTRUMENTS
The Company has outstanding interest rate swap contracts with certain customers and equal and offsetting interest rate swaps with other financial institutions entered into at the same time. These interest rate swap contracts are not designated as hedging instruments for mitigating interest rate risk. The objective of the transactions is to allow customers to effectively convert a variable rate loan to a fixed rate.

In connection with each swap transaction, the Company agreed to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on a similar notional amount at a fixed interest rate. At the same time, the Company agreed to pay a third-party financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. Because the Company acts as an intermediary for its customer, changes in the fair value of the underlying derivative contracts are designed to offset each other and do not significantly impact the Company’s operating results except in certain situations where there is a significant deterioration in the customer’s credit worthiness or that of the counterparties. At March 31, 2025, management determined there was no such deterioration.

At both March 31, 2025 and December 31, 2024, the Company had nine interest rate swap agreements outstanding with borrowers and financial institutions. Changes in the net fair value are recognized in other noninterest income. Fair value amounts are included in other assets and other liabilities.

At both March 31, 2025 and December 31, 2024, the Company had three credit risk participation agreements with another financial institution that are associated with interest rate swaps related to loans for which the Company is the lead agent bank and the other financial institution provides credit protection to the Company should the borrower fail to perform under the terms of the interest rate swap agreements. The fair value of the agreements is determined based on the market value of the underlying interest rate swaps adjusted for credit spreads and recovery rates.

Derivative instruments not designated as hedges outstanding as of the periods indicated below were as follows (dollars in thousands):

March 31, 2025
Classification Notional Amounts Fair Value Fixed Rate Floating Rate Weighted Average Maturity (Years)
Interest rate swaps:
Financial institutions Other assets $ 64,512  $ 4,821 
3.50% - 5.40%
SOFR 1M + 2.50% - 3.00%
5.44
Financial institutions Other assets 4,754  213  4.99% U.S. Prime 2.71
Customers Other liabilities 4,754  (213) 4.99% U.S. Prime 2.71
Customers Other liabilities 64,512  (4,821)
3.50% - 5.40%
SOFR 1M + 2.50% - 3.00%
5.44
Credit risk participation agreements:
Financial institutions Other assets 19,719  10 
3.50% - 5.40%
SOFR 1M + 2.50%
6.10
December 31, 2024
Classification Notional Amounts Fair Value Fixed Rate Floating Rate Weighted Average Maturity (Years)
Interest rate swaps:
Financial institutions Other assets $ 65,307  $ 6,000 
3.50% - 5.40%
SOFR 1M + 2.50% - 3.00%
5.68
Financial institutions Other assets 4,787  277  4.99% U.S. Prime 2.95
Customers Other liabilities 4,787  (277) 4.99% U.S. Prime 2.95
Customers Other liabilities 65,307  (6,000)
3.50% - 5.40%
SOFR 1M + 2.50% - 3.00%
5.68
Credit risk participation agreements:
Financial institutions Other assets 19,929 
3.50% - 5.40%
SOFR 1M + 2.50%
6.32

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9. BORROWINGS AND BORROWING CAPACITY
The Company has an available line of credit with the Federal Home Loan Bank of Dallas (“FHLB”), which allows the Company to borrow on a collateralized basis. FHLB advances are used to manage liquidity as needed. The advances are secured by a blanket lien on certain loans. Maturing advances are replaced by drawing on available cash, making additional borrowings or through increased customer deposits. At March 31, 2025, the Company had a total borrowing capacity of $3.04 billion, of which $1.72 billion was available under this agreement and $1.31 billion was outstanding pursuant to FHLB advances and letters of credit. Of the $1.31 billion, there were $120.0 million of FHLB short-term advances outstanding at March 31, 2025 at a weighted-average rate of 4.75% and $1.19 billion of FHLB letters of credit.
At March 31, 2025, the Company had FHLB letters of credit pledged as collateral for public and other deposits of state and local government agencies which expire in the following periods (in thousands):
2025 $ 509,690 
2026 127,300 
2027 402,500 
2028 51,000 
Thereafter 102,000 
Total $ 1,192,490 
On December 13, 2024, the Company renewed its loan agreement with another financial institution (the “Loan Agreement”) that provides for a $75.0 million revolving line of credit. At March 31, 2025, there were no outstanding borrowings on this line of credit and no draws were taken on this line of credit during the three months ended March 31, 2025. Interest accrues on outstanding borrowings at a per annum rate equal to 3-month SOFR plus 2.75%, calculated in accordance with the terms of the revolving promissory note and payable quarterly through the first 24 months. The entire outstanding balance and unpaid interest is payable in full on December 13, 2033, the maturity date. The Company may prepay the principal amount of the line of credit without premium or penalty. The obligations of the Company under the Loan Agreement are secured by a pledge of all of the issued and outstanding shares of capital stock of the Bank.
Covenants made under the Loan Agreement include, among other things, while there are obligations outstanding under Loan Agreement, the Company shall maintain a cash flow to debt service (as defined in the Loan Agreement) of not less than 1.25, the Bank’s Texas Ratio (as defined in the Loan Agreement) not to exceed 20.0%, the Bank shall maintain a Tier 1 Leverage Ratio (as defined under the Loan Agreement) of at least 8.0% and includes restrictions on the ability of the Company and its subsidiaries to incur certain additional debt. As of March 31, 2025, the Company believes it was in compliance with all such debt covenants and had not been made aware of any noncompliance by the lender.
10. SUBORDINATED DEBT
Junior Subordinated Debentures
In connection with the acquisition of F&M Bancshares, Inc. in 2015, the Company assumed Farmers & Merchants Capital Trust II and Farmers & Merchants Capital Trust III. Each of the trusts is a capital or statutory business trust organized for the sole purpose of issuing trust securities and investing the proceeds in the Company's junior subordinated debentures. The preferred trust securities of each trust represent preferred beneficial interests in the assets of the respective trusts and are subject to mandatory redemption upon payment of the junior subordinated debentures held by the trust. The common securities of each trust are wholly owned by Stellar. Each trust’s ability to pay amounts due on the trust preferred securities is solely dependent upon Stellar making payment on the related junior subordinated debentures. The debentures, which are the only assets of each trust, are subordinate and junior in right of payment to all of the Company’s present and future senior indebtedness. The Company has fully and unconditionally guaranteed each trust’s obligations under the trust securities issued by each trust to the extent not paid or made by such trust, provided such trust has funds available for such obligations. The trust preferred securities bear a floating rate of interest equal to 3-Month SOFR plus a spread adjustment. The junior subordinated debentures are included in Tier 1 capital under current regulatory guidelines and interpretations. Under the provisions of each issue of the debentures, the Company has the right to defer payment of interest on the debentures at any time, or from time to time, for periods not exceeding five years. If interest payments on either issue of the debentures are deferred, the distributions on the applicable trust preferred securities and common securities will also be deferred.
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A summary of pertinent information related to the Company’s junior subordinated debentures outstanding at March 31, 2025 is set forth in the table below:
Description
Issuance Date
Trust
Preferred
Securities
Outstanding
Junior
Subordinated
Debt Owed
to Trusts
Maturity Date(1)
(Dollars in thousands)
Farmers & Merchants Capital Trust II November 13, 2003 $ 7,500  $ 7,732  November 8, 2033
Farmers & Merchants Capital Trust III June 30, 2005 3,500  3,609  July 7, 2035
  $ 11,341 
(1) All junior subordinated debentures were callable at March 31, 2025.
Subordinated Notes
In December 2017, the Bank issued $40.0 million aggregate principal amount of Fixed-to-Floating Rate Subordinated Notes (the “Bank Notes”) due December 15, 2027 and bore a floating rate of interest equal to 3-Month SOFR plus 3.03%. In December 2024, the Bank redeemed the Bank Notes at a redemption price equal to 100% of the principal amount of Bank Notes plus accrued and unpaid interest.

In September 2019, the Company issued $60.0 million aggregate principal amount of Fixed-to-Floating Rate Subordinated Notes (the “Company Notes”) due October 1, 2029. The Company Notes bear interest at a floating rate equal to 3-Month SOFR plus 3.13% and a spread adjustment for each quarterly interest period, payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year. Any redemption will be at a redemption price equal to 100% of the principal amount of Company Notes being redeemed, plus accrued and unpaid interest, and will be subject to, and require, prior regulatory approval. The Company Notes are not subject to redemption at the option of the holders.
11. INCOME TAXES
The amount of the Company’s income tax expense is influenced by the amount of pre-tax income, tax-exempt income and other nondeductible items.
Three Months Ended
March 31, 2025 March 31, 2024
Income tax expense $ 6,263  $ 6,759 
Effective income tax rate 20.2  % 20.5  %
Interest and penalties related to tax positions are recognized in the period in which they begin accruing or when the entity claims the position that does not meet the minimum statutory thresholds. The Company does not have any uncertain tax positions and does not have any interest or penalties recorded in the income statement for the three months ended March 31, 2025 and 2024.
12. STOCK-BASED COMPENSATION
Under the 2022 Omnibus Incentive Plan (the “2022 Plan”) the Company is authorized to issue a maximum aggregate of 2,000,000 shares of common stock. All restricted stock and performance share awards outstanding at March 31, 2025 were issued under the 2022 Plan. At March 31, 2025, there were 609,365 shares reserved and available for issuance under the 2022 Plan.
The Company accounts for stock-based employee compensation plans using the fair value-based method of accounting. The Company recognized total stock-based compensation expense of $2.0 million and $2.8 million for the three months ended March 31, 2025 and 2024, respectively.
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Stock Options
Stock options outstanding at March 31, 2025 were issued under equity compensation plans that are no longer active. No additional shares may be issued under these compensation plans. Stock option activity during the three months ended March 31, 2025 was as follows:
Number of
Options
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual Term
Aggregate
Intrinsic
Value
(In thousands)   (In years) (In thousands)
Options outstanding, January 1, 2025 119  $ 20.98  2.05 $ 876 
Options granted —  — 
Options exercised (11) 16.71 
Options forfeited (1) 27.54 
Options outstanding, March 31, 2025 107  $ 21.33 
Options vested and exercisable, March 31, 2025
107  $ 21.33  1.99 $ 680 
Restricted Stock Awards
The fair value of the Company’s restricted stock awards is estimated based on the market value of the Company’s common stock at the date of grant, which is the closing price of the Company’s common stock on the day before the grant date. The shares of restricted stock granted generally vest over a period of two or three years from the date of grant and the Company accounts for shares of restricted stock by recording the fair value of the grant on the award date as compensation expense over the vesting period. Restricted stock awards are non-transferable and subject to forfeiture until the restricted stock awards vest and any dividends with respect to the restricted stock awards are subject to the same restrictions, including the risk of forfeiture.
Nonvested shares of restricted stock activity during the three months ended March 31, 2025 was as follows:
Number of
Shares
Weighted-
Average Grant
Date Fair Value
(In thousands)
Nonvested share awards outstanding, January 1, 2025
429  $ 24.81 
Share awards granted 227  29.09 
Share awards vested (128) 24.35 
Unvested share awards forfeited or cancelled (15) 26.42 
Nonvested share awards outstanding, March 31, 2025
513  $ 26.77 
As of March 31, 2025, there was $12.0 million of unrecognized compensation expense related to restricted stock awards which is expected to be recognized over a weighted-average period of 2.26 years.
Performance Share Units (“PSUs”) and Performance Share Awards (“PSAs”)
The Company’s PSUs and PSAs are earned subject to certain performance goals being met after a specified performance period and are settled in shares of Company common stock. There were 88,941 PSUs awarded during the three months ended March 31, 2025, which were granted with a three-year performance period and will vest in March 2028. The grant date fair value of the PSUs and PSAs is based on the probable outcome of the applicable performance conditions and is calculated at target based on a combination of the closing market price of our common stock on the grant date and a Monte Carlo simulated fair value in accordance with accounting standards codification (“ASC”) 718. At March 31, 2025, there was $4.6 million of unrecognized compensation expense related to the PSUs and PSAs, which is expected to be recognized over a weighted-average period of 2.59 years.
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13. OFF-BALANCE SHEET ARRANGEMENTS, COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company enters into various transactions, which, in accordance with accounting principles generally accepted in the United States are not included in the Company’s consolidated balance sheets. The Company enters into these transactions to meet the financing needs of its customers. These transactions include commitments to extend credit and standby and commercial letters of credit, which involve to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. The Company uses the same credit policies in making commitments and conditional obligations as it does for on balance sheet instruments.
The contractual amounts of financial instruments with off-balance sheet risk are as follows:
March 31, 2025 December 31, 2024
Fixed
Rate
Variable
Rate
Fixed
Rate
Variable
Rate
(In thousands)
Commitments to extend credit $ 274,756  $ 1,536,614  $ 440,403  $ 1,261,520 
Standby letters of credit 109,023  26,446  16,818  26,821 
Total $ 383,779  $ 1,563,060  $ 457,221  $ 1,288,341 
    At March 31, 2025 and December 31, 2024, the Company had FHLB letters of credit in the amount of $1.19 billion and $2.10 billion, respectively, pledged as collateral for public and other deposits of state and local government agencies. For more information on FHLB borrowings, see Note 9 – Borrowings and Borrowing Capacity.
Commitments to Extend Credit
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being fully drawn upon, the total commitment amounts disclosed do not necessarily represent future cash funding requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The Company minimizes its exposure to loss under these commitments by subjecting them to credit approval and monitoring procedures. Management assesses the credit risk associated with certain commitments to extend credit in determining the level of the allowance for credit losses. The amount and type of collateral, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the customer.
Commitments to make loans are generally made for an approval period of 120 days or less. As of March 31, 2025, the fixed rate loan commitments had interest rates ranging from 2.50% to 13.50% with a weighted average maturity of 1.89 years and a weighted-average rate of 7.16%.
Standby Letters of Credit
Standby letters of credit are written conditional commitments issued by the Company to guarantee the performance of a customer to a third party. In the event of nonperformance by the customer, the Company has the rights to the underlying collateral. The credit risk to the Company in issuing letters of credit is substantially similar to that involved in extending loan facilities to its customers. The Company’s policy for obtaining collateral, and the nature of such collateral, is substantially similar to that involved in making commitments to extend credit.
Litigation
The Company is subject to potential and asserted claims, inquiries, investigations and lawsuits which arise in the ordinary course of business. The process of resolving matters through litigation or other means is inherently uncertain, and it is possible that an unfavorable resolution of such matters will adversely affect the financial position or results of operations of the Company. The Company's regular practice is to expense legal fees as services are rendered in connection with legal matters, and to accrue for liabilities when payment is estimable and probable.
14. REGULATORY CAPITAL MATTERS
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Capital adequacy guidelines, and for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities and certain off balance sheet items calculated under regulatory accounting practices.
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Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings and other factors. Failure to meet minimum capital requirements can initiate actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Management believes as of March 31, 2025 and December 31, 2024, the Company and the Bank met all capital adequacy requirements to which they were then subject.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If less than well capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required.
The Bank’s capital ratios as of March 31, 2025 exceed the minimum levels necessary to be considered “well-capitalized” under the prompt corrective action regulatory framework.
The following is a summary of the Company’s and the Bank’s actual and required capital ratios as of March 31, 2025 and December 31, 2024:
Actual
Minimum Required for Capital
Adequacy Purposes
Minimum Required Plus
Capital Conservation Buffer
To Be Categorized As Well-Capitalized Under
Prompt Corrective Action Provisions
Amount Ratio Amount Ratio Amount Ratio Amount Ratio
(Dollars in thousands)
STELLAR BANCORP, INC. (Consolidated)
March 31, 2025
Total Capital (to risk-weighted assets)
$ 1,283,203  15.94  % $ 643,858  8.00  % $ 845,063  10.50  % N/A N/A
Common Equity Tier 1 Capital (to
    risk-weighted assets)
1,128,896  14.03  % 362,170  4.50  % 563,376  7.00  % N/A N/A
Tier 1 Capital (to risk-weighted assets)
1,138,794  14.15  % 482,893  6.00  % 684,099  8.50  % N/A N/A
Tier 1 Leverage (to average tangible assets)
1,138,794  11.20  % 406,629  4.00  % 406,629  4.00  % N/A N/A
December 31, 2024
Total Capital (to risk-weighted assets)
$ 1,294,263  16.00  % $ 647,103  8.00  % $ 849,323  10.50  % N/A N/A
Common Equity Tier 1 Capital (to
    risk-weighted assets)
1,143,360  14.14  % 363,996  4.50  % 566,215  7.00  % N/A N/A
Tier 1 Capital (to risk-weighted assets)
1,153,258  14.26  % 485,328  6.00  % 687,547  8.50  % N/A N/A
Tier 1 Leverage (to average tangible assets)
1,153,258  11.31  % 407,750  4.00  % 407,750  4.00  % N/A N/A
STELLAR BANK
March 31, 2025
Total Capital (to risk-weighted assets)
$ 1,235,339  15.38  % $ 642,625  8.00  % $ 843,446  10.50  % $ 803,282  10.00  %
Common Equity Tier 1 Capital (to
    risk-weighted assets)
1,138,930  14.18  % 361,477  4.50  % 562,297  7.00  % 522,133  6.50  %
Tier 1 Capital (to risk-weighted assets)
1,138,930  14.18  % 481,969  6.00  % 682,790  8.50  % 642,625  8.00  %
Tier 1 Leverage (to average tangible assets)
1,138,930  11.22  % 405,954  4.00  % 405,954  4.00  % 507,443  5.00  %
December 31, 2024
Total Capital (to risk-weighted assets)
$ 1,233,994  15.28  % $ 646,030  8.00  % $ 847,915  10.50  % $ 807,538  10.00  %
Common Equity Tier 1 Capital (to
    risk-weighted assets)
1,140,989  14.13  % 363,392  4.50  % 565,277  7.00  % 524,900  6.50  %
Tier 1 Capital (to risk-weighted assets)
1,140,989  14.13  % 484,523  6.00  % 686,407  8.50  % 646,030  8.00  %
Tier 1 Leverage (to average tangible assets)
1,140,989  11.21  % 407,219  4.00  % 407,219  4.00  % 509,024  5.00  %
Dividend Restrictions
The Company’s principal source of funds for dividend payments is dividends received from the Bank. Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies. In addition, the Company’s credit agreement with another financial institution also limits its ability to pay dividends. Under applicable banking regulations, the amount of dividends that may be paid by the Bank in any calendar year is limited to the current year’s net profits combined with the retained net profits of the preceding two years, subject to the capital requirements described above.
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15. EARNINGS PER COMMON SHARE
Diluted earnings per common share is computed using the weighted-average number of common shares determined for the basic earnings per common share computation plus the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock using the treasury stock method. Outstanding stock options issued by the Company represent the only dilutive effect reflected in diluted weighted average shares. Restricted shares and performance share awards are considered outstanding at the date of grant, accounted for as participating securities and included in basic and diluted weighted average common shares outstanding.
Three Months Ended March 31,
2025 2024
Amount Per Share
Amount
Amount Per Share
Amount
(Amounts in thousands, except per share data)
Net income attributable to shareholders $ 24,702  $ 26,147 
Basic:
Weighted average shares outstanding 53,146  $ 0.46  53,343  $ 0.49 
Diluted:
Add incremental shares for:
Dilutive effect of stock option exercises and performance share units 51  63 
Total 53,197  $ 0.46  53,406  $ 0.49 
There were 93,905 and 101,166 shares not considered in computing diluted earnings per share as of March 31, 2025 and 2024, respectively, as they were antidilutive.

16. SEGMENT INFORMATION
The Company’s reportable segment is determined by the Chief Financial Officer, who is the designated chief operating decision maker, based upon information provided about the Company’s services offered, primarily banking operations. The segment is also distinguished by the level of information provided to the chief operating decision maker, who uses such information to evaluate the financial performance of the Company’s business by evaluating consolidated net income, significant expenses and budget to actual results in assessing the Company’s segment and in the determination of allocating resources. The chief operating decision maker uses consolidated net income to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessment performance and in establishing compensation. The presentation of financial performance to the chief operating decision maker is consistent with amounts and financial statement lines shown on the Company’s consolidated balance sheets and consolidated statements of income. Loans, investments and deposits in other financial institutions provide income in the banking operation. Interest expense, provisions for credit losses and salaries and benefits are the significant expenses in the banking operation. All of the Company’s financial results are similar and considered by management to be aggregated into one reportable operating segment.

17. SUBSEQUENT EVENT

In May of 2024, the Company’s Board of Directors authorized a share repurchase program to provide that the Company may repurchase up to $60 million of the Company’s common stock through May 31, 2025 (the “2024-2025 Repurchase Program”). The Company evaluated its March 31, 2025, consolidated financial statements for subsequent events through the date the consolidated financial statements were issued. Pursuant to the 2024-2025 Repurchase Program between April 1, 2025, and April 23, 2025, the Company repurchased 679,331 shares at a weighted average price of $25.83 per share. The 2024-2025 Repurchase Program terminated on April 23, 2025.

On April 23, 2025, the Company announced that its Board of Directors authorized a new share repurchase program under which the Company may repurchase up to $65 million of the Company’s common stock through May 31, 2026 (the “2025-2026 Repurchase Program”). Repurchases under the 2025-2026 Repurchase Program may be made from time to time at the Company’s discretion in open market transactions, through block trades, in privately negotiated transactions, and pursuant to any trading plan that may be adopted by the Company’s management in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or otherwise.
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The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions, and other corporate liquidity requirements and priorities. The 2025-2026 Repurchase Program does not obligate the Company to acquire a specific dollar amount or number of shares and may be modified, suspended or discontinued at any time.


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Except where the context otherwise requires or where otherwise indicated in this Quarterly Report on Form 10-Q, the term “Stellar” refers to Stellar Bancorp, Inc., the terms “we,” “us,” “our,” “Company” and “our business” refer to Stellar Bancorp, Inc. and our wholly owned banking subsidiary, Stellar Bank, a Texas banking association.

Cautionary Notice Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward‑looking statements. These forward‑looking statements reflect the Company’s current views with respect to, among other things, future events and the Company’s financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward‑looking nature. These forward‑looking statements are not historical facts, and are based on current expectations, estimates and projections about the Company’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company’s control. Accordingly, the Company cautions that any such forward‑looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward‑looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward‑looking statements.
There are or will be important factors that could cause the Company’s actual results to differ materially from those indicated in these forward‑looking statements, including, but not limited to, the risks described in “Part I— Item 1A.—Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and the following:
•disruptions to the economy and the U.S. banking system caused by recent bank failures;
•risks associated with uninsured deposits and responsive measures by federal or state governments or banking regulators, including increases in our deposit insurance assessments and other actions of the Board of Governors of the Federal Reserve System, FDIC and Texas Department of Banking, legislative and regulatory actions and reforms and executive orders;
•the effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board and the imposition of tariffs and retaliatory tariffs;
•inflation, interest rate, capital and securities markets and monetary fluctuations;
•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;
•local, regional, national and international economic conditions and the impact they may have on the Company and our customers and the Company’s assessment of that impact;
•the inability to sustain revenue and earnings growth;
•impairment of the Company’s goodwill or other intangible assets;
•the composition of the Company’s loan portfolio and the concentration of loans in commercial real estate and commercial real estate construction;
•the geographic concentration of the Company’s market;
•the accuracy and sufficiency of the assumptions and estimates the Company makes in establishing reserves for potential loan losses and other estimates;
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•the amount of nonperforming and classified assets that the Company holds and the time and effort necessary to resolve nonperforming assets;
•deterioration of asset quality;
•customer borrowing, repayment, investment and deposit practices;
•the ability to maintain important deposit customer relationships;
•changes in the value of collateral securing the Company’s loans;
•natural disasters and adverse weather in the Company’s market area;
•the potential impact of climate change;
•the impact of pandemics, epidemics or any other health-related crisis;
•acts of terrorism, an outbreak of hostilities, such as the conflicts in Ukraine or the Middle East, or other international or domestic calamities;
•the ability to maintain effective internal control over financial reporting;
•the cost and effects of cyber incidents or other failures, interruptions or security breaches of the Company’s systems or those of the Company’s customers or third-party providers;
•the failure of certain third- or fourth-party vendors to perform;
•the impact, extent and timing of technological changes;
•the institution and outcome of litigation and other legal proceedings against the Company or to which it may become subject;
•the costs, effects and results of regulatory examinations, investigations, or reviews or the ability to obtain required regulatory approvals or meet conditions associated with the same;
•changes in the laws, rules, regulations, interpretations or policies relating to financial institution, accounting, tax, trade, monetary and fiscal matters;
•the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters; and
•other risks, uncertainties, and factors that are discussed from time to time in the Company’s reports and documents filed with the SEC.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Quarterly Report on Form 10-Q. This discussion and analysis includes forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that the Company believes are reasonable but may prove to be inaccurate. Certain risks, uncertainties and other factors, including those set forth above may cause actual results to differ materially from projected results discussed in the forward-looking statements appearing in this discussion and analysis.

The Company disclaims any obligation and does not intend to update or revise any forward-looking statements contained in this Quarterly Report on Form 10-Q, 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.
Overview
We generate most of our income from interest income on loans, interest income from investments in securities and service charges on customer accounts. We incur interest expense on deposits and other borrowed funds and noninterest expenses such as salaries and employee benefits and occupancy expenses. Net interest income is the difference between interest income on earning assets such as loans and securities and interest expense on liabilities such as deposits and borrowings that are used to fund those assets. Net interest income is our largest source of revenue. To evaluate net interest income, we measure and monitor (1) yields on our loans and other interest-earning assets, (2) the interest expenses of our deposits and other funding sources, (3) our net interest spread and (4) our net interest margin. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net interest margin is calculated as net interest income divided by average interest-earning assets. Because noninterest-bearing sources of funds, such as noninterest-bearing deposits and shareholders’ equity, also fund interest-earning assets, net interest margin includes the benefit of these noninterest-bearing sources.
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Our net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as a “volume change.” Periodic changes in the volume and types of loans in our loan portfolio are affected by, among other factors, economic and competitive conditions in Texas and specifically in our market, as well as developments affecting the real estate, technology, financial services, insurance, transportation, manufacturing and energy sectors within our market and throughout the state of Texas.
Our net interest income is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and borrowed funds, referred to as a “rate change.” Fluctuations in market interest rates are driven by many factors, including governmental monetary policies, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international conditions and conditions in domestic and foreign financial markets.
Critical Accounting Policies
Certain of our accounting estimates are important to the portrayal of our financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances that could affect these judgments include, but are not limited to, changes in interest rates, changes in the performance of the economy and changes in the financial condition of borrowers. Management believes that determining the allowance for credit losses is its most critical accounting estimate. Our accounting policies are discussed in detail in Note 1– Nature of Operations and Summary of Significant Accounting and Reporting Policies in our Annual Report on Form 10-K for the year ended December 31, 2024.
Allowance for Credit Losses

The allowance for credit losses is a valuation account which represents management’s best estimate of lifetime expected losses based on reasonable and supportable forecasts, historical loss experience, and other qualitative considerations. Management considers the policies related to the allowance for credit losses as the most critical to the financial statement presentation. The Company bases its estimates of credit losses on three primary components: (1) estimates of expected losses that exist in various segments of performing loans over the remaining life of the loan portfolio using a reasonable and supportable economic forecast, (2) specifically identified losses in individually analyzed credits which are collateral-dependent, which generally include nonaccrual loans and purchased credit deteriorated (“PCD”) loans and (3) qualitative factors related to economic conditions, portfolio concentrations, regulatory policy updates, and other relevant factors that address estimates of expected losses. Estimating the timing and amounts of future losses is subject to management’s judgment as these projected cash flows rely upon the estimates discussed above and factors that are reflective of current or future expected conditions using analytical and forecasting models and tools. Volatility in certain credit metrics and differences between expected and actual outcomes are to be expected. For example, customers may not repay their loans according to the original terms, and the collateral securing the payment of those loans may be insufficient to pay any remaining loan balance.

Loans with similar risk characteristics are aggregated into homogenous pools and are collectively evaluated by applying reserve factors, such as historical lifetime loss, concentration risk, volume, growth and composition of the loan portfolio, current and forecasted economic conditions to amortized cost balances over the remaining contractual life of the collectively evaluated portfolio. Historical lifetime loss is determined by utilizing an open-pool (“cumulative loss rate”) methodology, adjusted for credit risk characteristics and current and forecasted economic conditions. Losses are predicted over a reasonable and supportable period of one year for all loan pools, followed by an immediate reversion to long-term historical averages. The reasonable and supportable period and reversion period are re-evaluated as needed by the Company and are dependent on the current economic environment among other factors.

Loans that no longer share risk characteristics with the collectively evaluated loan pools are evaluated on an individual basis and are excluded from the collectively evaluated pools. In order to assess which loans are to be individually evaluated, the Company follows a loan review program to evaluate the credit risk in the total loan portfolio and assigns risk grades to each loan. Individual credit loss estimates are typically performed for nonaccrual loans and all other loans identified by management. All loans deemed as being individually evaluated are reviewed on a quarterly basis in order to determine whether a specific reserve is required. The Company considers certain loans to be collateral dependent if the borrower is experiencing financial difficulty and management expects repayment for the loan to be substantially through the operation or sale of the collateral. For collateral dependent loans, loss estimates are based on the fair value of collateral, less estimated cost to sell (if applicable). Collateral values supporting individually evaluated loans are assessed quarterly and appraisals are typically obtained at least annually. The Company allocates a specific loan loss reserve on an individual loan basis primarily based on the value of the collateral securing the individually evaluated loan. Through this loan review process, the Company assesses the overall quality of the loan portfolio and the adequacy of the allowance for credit losses on loans while considering risk elements attributable to particular loan types in assessing the quality of individual loans. In addition, for each category of loans, the Company considers secondary sources of income and the financial strength and credit history of the borrower and any guarantors.
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A change in the allowance for credit losses on loans can be attributable to several factors, most notably historical lifetime loss, specific reserves for individually evaluated loans, changes in qualitative factors and growth within the loan portfolio. The estimated loan losses for all loan pools are adjusted for changes in qualitative factors not inherently considered in the quantitative analyses to bring the allowance to the level management believes is appropriate based on factors that have not otherwise been fully accounted for, including adjustments for foresight risk, input imprecision and model imprecision. The qualitative categories and the measurements used to quantify the risks within each of these categories are subjectively selected by management, but measured by objective measurements period over period. The data for each measurement may be obtained from internal or external sources. The current period measurements are evaluated and assigned a factor commensurate with the current level of risk relative to past measurements over time. The resulting qualitative adjustments are applied to the relevant collectively evaluated loan portfolios. These adjustments are based upon quarterly trend assessments in portfolio concentrations, changes in lending policies and procedures, policy exceptions, independent loan review results, internal risk ratings and peer group credit quality trends. Additional qualitative considerations are made for any identified risk which did not exist within our portfolio historically and therefore may not be adequately addressed through evaluation of such risk factors based on historical portfolio trends. Qualitative adjustments also include current and forecasted economic conditions primarily measured by local and national economic metrics, such as GDP, unemployment rates, interest rates and oil and gas prices based on historical and forecasted economic research scenarios provided by industry-leading financial intelligence and analytical solutions, which the Company has subscribed to. The qualitative allowance allocation is increased or decreased for each loan pool based on the assessment of these various qualitative factors. Management recognizes the sensitivity of various assumptions made in the quantitative modeling of expected losses and may adjust reserves depending upon the level of uncertainty that currently exists in one or more assumptions.

As of March 31, 2025, based on sensitivity analyses across all segments of the performing loan portfolio, a 5% increase in historical loss rates would have increased funded reserves by $1.6 million. On the other hand, a 5% increase in each qualitative risk factor across all segments (where assigned) would have increased funded reserves by $2.8 million. Increasing estimated loss rates by 5% (i.e., quantitative and qualitative) would have a $3.5 million impact.

The allowance for credit losses could be affected by significant downturns in circumstances relating to loan quality and economic conditions and as such may not be sufficient to cover expected losses in the loan portfolio which could necessitate additional provisions or a reduction in the allowance for credit losses if our assumption prove to be incorrect. Unanticipated changes and events could have a significant impact on the financial performance of borrowers and their ability to perform as agreed. We may experience significant credit losses if borrowers experience financial difficulties, which could have a material adverse effect on our operating results.

Goodwill

Goodwill represents the excess of the consideration paid over the fair value of the net assets acquired in a business combination. During the measurement period, the Company may record subsequent adjustments to goodwill for provisional amounts recorded at the acquisition date.

Goodwill is subject to impairment testing, which must be conducted at least annually or upon the occurrence of a triggering event. Goodwill is recorded and evaluated for impairment at its reporting unit, the Company. The Company’s policy is to test goodwill for impairment at least annually as of October 1st, or on an interim basis if an event triggering an impairment assessment is determined to have occurred. Various factors, such as the Company’s results of operations, the trading price of the Company’s common stock relative to the book value per share, macroeconomic conditions and conditions in the banking sector, inform whether a triggering event for an interim goodwill impairment test has occurred. The impairment test compares the estimated fair value of each reporting unit with its net book value. If the unit’s fair value is less than its carrying value, an impairment loss is recognized in our results of operations in the periods in which they become known in an amount equal to this excess.

See Note 2 – Goodwill and Other Intangible Assets to the consolidated financial statements for additional information on the Company’s goodwill and intangibles.
Recently Issued Accounting Pronouncements
We have evaluated new accounting pronouncements that have recently been issued. Refer to Note 1 - Nature of Operations and Summary of Significant Accounting and Reporting Policies in the accompanying notes to the consolidated financial statements for a discussion of recent accounting pronouncements that have been adopted by the Company or that will require enhanced disclosures in the Company’s financial statements in future periods.
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Results of Operations
Net income was $24.7 million, or $0.46 per diluted share, for the three months ended March 31, 2025 compared to $26.1 million, or $0.49 per diluted share, for the three months ended March 31, 2024. The decrease in net income was primarily due to a $2.9 million decrease in net interest income and a $791 thousand decrease in noninterest income, partially offset by a $1.2 million decrease in noninterest expense and a $496 thousand decrease in the provision for income taxes.
Annualized returns on average assets, returns on average equity and efficiency ratios were 0.94%, 6.21% and 61.93%, for the three months ended March 31, 2025, respectively, compared to 0.98%, 6.88% and 60.42% for the three months ended March 31, 2024, respectively. The efficiency ratio is calculated by dividing total noninterest expense, excluding amortization of core deposit intangibles, by the sum of net interest income plus noninterest income, excluding net gains and losses on the sale of assets. Additionally, taxes and provisions for credit losses are not part of the efficiency ratio calculation.
Net Interest Income
Three months ended March 31, 2025 compared with three months ended March 31, 2024. Net interest income before the provision for credit losses for the three months ended March 31, 2025 was $99.3 million compared with $102.1 million for the three months ended March 31, 2024, a decrease of $2.9 million, or 2.8%, primarily due to the decrease in average loans along with lower purchase accounting accretion and lower rates on loans which more than offset the decrease in interest expense due to lower rates on interest-bearing liabilities.
Interest income was $142.3 million for the three months ended March 31, 2025, a decrease of $6.1 million, or 4.1%, compared with $148.4 million for the three months ended March 31, 2024, primarily due to a decrease in average loans, loan yields due in part to lower purchase accounting accretion and changes in earning asset mix, partially offset by an increase in average securities and deposits in other financial institutions. The yield on the securities portfolio increased to 3.78% for the three months ended March 31, 2025 from 2.82% for the same period in 2024. Average interest-earning assets decreased $53.3 million, or 0.6%, for the three months ended March 31, 2025 compared with the three months ended March 31, 2024, primarily due the decrease in average loans partially offset by increases in securities and deposits in other financial institutions. Average loans to average interest earning assets decreased to 76.6% for the three months ended March 31, 2025 compared to 82.3% for the same period in the prior year. Additionally, interest income from purchase accounting adjustments was $5.4 million for the three months ended March 31, 2025 compared to $8.6 million for the three months ended March 31, 2024.
Interest expense was $43.1 million for the three months ended March 31, 2025, a decrease of $3.2 million, or 7.0%, compared with $46.3 million for the three months ended March 31, 2024. This decrease was primarily due to a decrease in higher rate certificates and time deposits and a decrease in average borrowed funds. The cost of average interest-bearing liabilities decreased to 3.14% for the three months ended March 31, 2025 compared to 3.36% for the same period in 2024. Average interest-bearing liabilities increased $22.8 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 primarily due to an increase in average interest-bearing deposits partially offset by a decrease in average borrowed funds and subordinated debt.
Tax equivalent net interest margin, defined as net interest income adjusted for tax-free income divided by average interest-earning assets for the three months ended March 31, 2025 was 4.20%, a decrease of 6 basis points compared to 4.26% for the three months ended March 31, 2024. The decrease in the net interest margin on a tax equivalent basis was primarily due to lower rates on interest-earning assets partially offset by decreased funding costs. The average rate paid on interest-bearing liabilities of 3.14% and the average yield on interest-earning assets of 6.02% for the three months ended March 31, 2025 decreased by 22 basis points and 17 basis points, respectively, over the same period in 2024. Tax equivalent adjustments to net interest margin are the result of increasing income from tax-free securities and loans by an amount equal to the taxes that would have been paid if the income were fully taxable based on a 21% federal tax rate for the three months ended March 31, 2025 and 2024, thus making tax-exempt yields comparable to taxable asset yields.
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The following table presents, for the periods indicated, the total dollar amount of average balances, interest income from average interest-earning assets and the annualized resultant yields, as well as the interest expense on average interest-bearing liabilities, expressed in both dollars and rates. Average loans include loans on nonaccrual status carrying a zero yield.
Three Months Ended March 31,
2025 2024
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 $ 7,344,298  $ 120,640  6.66  % $ 7,938,824  $ 134,685  6.82  %
Securities 1,817,286  16,960  3.78  % 1,441,814  10,111  2.82  %
Deposits in other financial institutions 430,621  4,720  4.45  % 264,906  3,627  5.51  %
Total interest-earning assets 9,592,205  $ 142,320  6.02  % 9,645,544  $ 148,423  6.19  %
Allowance for credit losses on loans (81,166) (91,612)
Noninterest-earning assets 1,100,652  1,132,857 
Total assets $ 10,611,691  $ 10,686,789 
Liabilities and Shareholders’ Equity
Interest-Bearing Liabilities:
Interest-bearing demand deposits $ 1,911,625  $ 12,392  2.63  % $ 1,697,211  $ 12,278  2.91  %
Money market and savings deposits 2,234,571  15,182  2.76  % 2,150,805  15,252  2.85  %
Certificates and other time deposits 1,296,972  13,527  4.23  % 1,444,048  15,084  4.20  %
Borrowed funds 45,795  517  4.58  % 134,400  1,774  5.31  %
Subordinated debt 70,121  1,444  8.35  % 109,808  1,917  7.02  %
Total interest-bearing liabilities 5,559,084  $ 43,062  3.14  % 5,536,272  $ 46,305  3.36  %
Noninterest-Bearing Liabilities:
Noninterest-bearing demand deposits 3,346,066  3,525,758 
Other liabilities 92,299  96,461 
Total liabilities 8,997,449  9,158,491 
Shareholders’ equity
1,614,242  1,528,298 
Total liabilities and shareholders’ equity
$ 10,611,691  $ 10,686,789 
Net interest rate spread 2.88  % 2.83  %
Net interest income and margin(1)
$ 99,258  4.20  % $ 102,118  4.26  %
Net interest income and margin (tax equivalent)(2)
$ 99,353  4.20  % $ 102,207  4.26  %
Cost of funds 1.96  % 2.06  %
Cost of deposits 1.90  % 1.94  %
(1)The net interest margin is equal to annualized net interest income divided by average interest-earning assets.
(2)Tax-equivalent adjustments have been computed using a federal income tax rate of 21% for the three months ended March 31, 2025 and 2024.
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The following table presents information regarding the dollar amount of changes in interest income and interest expense for the periods indicated for each major component of interest-earnings assets and interest-bearing liabilities and distinguishes between the changes attributable to changes in volume and changes in interest rates. For purposes of this table, changes attributable to both rate and volume that cannot be segregated have been allocated to rate.
 Three Months Ended March 31,
2025 vs. 2024
Increase (Decrease)
Due to Change in
Volume Rate Total
(In thousands)
Interest-earning Assets:
Loans $ (10,003) $ (4,042) $ (14,045)
Securities 2,611  4,238  6,849 
Deposits in other financial institutions 2,250  (1,157) 1,093 
Total decrease increase in interest income (5,142) (961) (6,103)
Interest-bearing Liabilities:
Interest-bearing demand deposits 1,538  (1,424) 114 
Money market and savings deposits 589  (659) (70)
Certificates and other time deposits (1,524) (33) (1,557)
Borrowed funds (1,160) (97) (1,257)
Subordinated debt (687) 214  (473)
Total decrease in interest expense (1,244) (1,999) (3,243)
(Decrease) increase in net interest income $ (3,898) $ 1,038  $ (2,860)
Provision for Credit Losses
Our allowance for credit losses is established through charges to income in the form of the provision in order to bring our allowance for credit losses for various types of financial instruments including loans, unfunded commitments and securities to a level deemed appropriate by management. We recorded a provision for credit losses of $3.6 million and $4.1 million for the three months ended March 31, 2025 and 2024, respectively. The provision for credit losses for the three months ended March 31, 2025 was primarily due to changes in the specific reserves within the allowance for credit losses model primarily due to the increase in nonperforming loans partially offset by decreases in loan balances, among other things.
Noninterest Income
Our primary sources of noninterest income are service charges on deposit accounts, bank-owned life insurance income and debit card and interchange income. Noninterest income does not include loan origination fees which are recognized over the life of the related loan as an adjustment to yield using the interest method.
Three months ended March 31, 2025 compared with three months ended March 31, 2024. Noninterest income totaled $5.5 million for the three months ended March 31, 2025 compared with $6.3 million for the same period in 2024, a decrease of $791 thousand, or 12.6%, primarily due to a decrease in FHLB dividends and Small Business Investment Company income recognized.

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The following table presents, for the periods indicated, the major categories of noninterest income:
  Three Months Ended March 31, Increase
(Decrease)
  2025 2024
  (In thousands)
Service charges on deposit accounts $ 1,584  $ 1,598  $ (14)
Gain on sale of assets 417  513  (96)
Bank-owned life insurance income 610  587  23 
Debit card and interchange income 520  527  (7)
Other(1)
2,374  3,071  (697)
Total noninterest income $ 5,505  $ 6,296  $ (791)
(1) Other includes Small Business Investment Company income and wire transfer fees, among other items.
Noninterest Expense
Three months ended March 31, 2025 compared with three months ended March 31, 2024. Noninterest expense was $70.2 million for the three months ended March 31, 2025 compared to $71.4 million for the three months ended March 31, 2024, a decrease of $1.2 million, or 1.7% primarily due to a decrease of $876 thousand in professional fees and $664 thousand in amortization of intangibles, partially offset by an increase of $788 thousand in data processing and software amortization and a $416 thousand increase in salaries and employee benefits.
The following table presents, for the periods indicated, the major categories of noninterest expense:
  Three Months Ended March 31, Increase
(Decrease)
  2025 2024
  (In thousands)
Salaries and employee benefits(1)
$ 41,792  $ 41,376  $ 416 
Net occupancy and equipment 3,926  4,390  (464)
Depreciation 1,995  1,964  31 
Data processing and software amortization 5,682  4,894  788 
Professional fees 1,786  2,662  (876)
Regulatory assessments and FDIC insurance
1,733  1,854  (121)
Amortization of intangibles
5,548  6,212  (664)
Communications 847  937  (90)
Advertising 782  765  17 
Other 6,075  6,356  (281)
Total noninterest expense $ 70,166  $ 71,410  $ (1,244)
(1)Total salaries and employee benefits includes $2.0 million and $2.8 million for the three months ended March 31, 2025 and 2024, respectively, of stock-based compensation expense.
Professional fees. Professional fees decreased $876 thousand during the three months ended March 31, 2025, compared to the same period in 2024 primarily due to consulting fees for various projects in 2024.
Amortization of intangibles. Amortization of intangibles decreased $664 thousand during the three months ended March 31, 2025 compared to the same period in 2024.
Data processing and software amortization. Data processing and software amortization increased $788 thousand during the three months ended March 31, 2025 compared to the same period in 2024, primarily due to increased software expense.
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Salaries and employee benefits. Salaries and benefits increased $416 thousand in the three months ended March 31, 2025, compared to the same period in 2024 primarily due to the increase in full-time equivalent employees and annual salary increases.
Efficiency Ratio
The efficiency ratio is a supplemental financial measure utilized in management’s internal evaluation of our performance. We calculate our efficiency ratio by dividing total noninterest expense, excluding the amortization of core deposits intangibles, by the sum of net interest income and noninterest income, excluding net gains and losses on the sale of assets. Additionally, taxes and provision for credit losses are not part of this calculation. An increase in the efficiency ratio indicates that more resources are being utilized to generate the same volume of income, while a decrease would indicate a more efficient allocation of resources. Our efficiency ratio was 61.93% for the three months ended March 31, 2025 compared to 60.42% for the three months ended March 31, 2024.
We monitor the efficiency ratio in comparison with changes in our total assets and loans, and we believe that maintaining or reducing the efficiency ratio during periods of growth demonstrates the scalability of our operating platform. We expect to continue to benefit from our scalable platform in future periods as we continue to monitor overhead expenses necessary to support our growth.
Income Taxes
The amount of federal and state income tax expense is influenced by the amount of pre-tax income, tax-exempt income and other nondeductible expenses. Income tax expense decreased $496 thousand for the three months ended March 31, 2025 compared with the same period in 2024 primarily due to the changes in pre-tax net income. Our effective tax rate was 20.2% for the three months ended March 31, 2025 and 20.5% for the three months ended March 31, 2024.
Financial Condition
Loan Portfolio
At March 31, 2025, total loans were $7.28 billion, a decrease of $156.7 million, or 2.1%, compared with December 31, 2024. Total loans as a percentage of deposits were 85.1% and 81.5% as of March 31, 2025 and December 31, 2024, respectively. Total loans as a percentage of assets were 69.8% and 68.2% as of March 31, 2025 and December 31, 2024, respectively.
The following table summarizes our loan portfolio by type of loan as of the dates indicated:
  March 31, 2025 December 31, 2024
  Amount Percent Amount Percent
  (Dollars in thousands)
Commercial and industrial $ 1,362,266  18.7  % $ 1,362,260  18.3  %
Real estate:
Commercial real estate (including multi-family residential) 3,854,607  52.9  % 3,868,218  52.0  %
Commercial real estate construction and land development 721,488  9.9  % 845,494  11.4  %
1-4 family residential (including home equity) 1,125,837  15.5  % 1,115,484  15.0  %
Residential construction 141,283  1.9  % 157,977  2.1  %
Consumer and other 77,652  1.1  % 90,421  1.2  %
Total loans 7,283,133  100.0  % 7,439,854  100.0  %
Allowance for credit losses on loans (83,746) (81,058)
Loans, net $ 7,199,387  $ 7,358,796 
Our lending activities originate from the efforts of our bankers with an emphasis on lending to individuals, professionals, small- to medium-sized businesses and commercial companies generally located in our market. Our strategy for credit risk management generally includes well-defined, centralized credit policies, uniform underwriting criteria and ongoing risk monitoring and review processes for credit exposures. The strategy generally emphasizes regular credit examinations and management reviews of loans. We have certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. We maintain an independent loan review department which includes third-party loan review services to review the credit risk on a periodic basis. The internal loan review department focuses on credits not reviewed by the third-party loan reviewer to ensure more complete coverage of credit risk. Results of these reviews are presented to management and the risk committee of the Board of Directors.
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The loan review process complements and reinforces the risk identification and assessment decisions made by bankers and credit personnel and contained in our policies and procedures. The principal categories of our loan portfolio are discussed below:
Commercial and Industrial. We make commercial and industrial loans in our market area that are underwritten on the basis of the borrower’s ability to service the debt from income. The increased risk in these loans derives from the expectation that commercial and industrial loans generally are serviced principally from the operations of the business, which may not be successful and from the type of collateral securing these loans. Commercial and industrial loans are typically collateralized by general business assets including, among other things, accounts receivable, inventory and equipment and are generally backed by a personal guaranty of the borrower or principal. This collateral may decline in value more rapidly than we anticipate, exposing us to increased credit risk. As a result, commercial and industrial loans require more extensive underwriting and servicing than other types of loans. Our commercial and industrial loan portfolio was $1.36 billion as of both March 31, 2025 and December 31, 2024.

Commercial Real Estate (Including Multi-Family Residential). We make loans to finance the purchase or ownership of commercial real estate. As of March 31, 2025, our commercial real estate loans comprised 52.9% of our loan portfolio. Repayment is generally dependent on the successful operations of the property and may be impacted by general economic conditions, including fluctuations in the value of real estate, vacancy rates and unemployment trends. The collateral securing these loans is typically more difficult to liquidate due to the fluctuation of real estate values. As of March 31, 2025 and December 31, 2024, 47.3% and 47.4%, respectively, of our commercial real estate loans were owner-occupied. Our commercial real estate loan portfolio decreased $13.6 million, or 0.4%, to $3.85 billion as of March 31, 2025 from $3.87 billion as of December 31, 2024.
The following table summarizes our commercial real estate loan portfolio by type of property securing the loans at March 31, 2025.
Property Type Amount Average Loan Size Percent of Total
(Dollars in thousands)
Retail $ 626,461  $ 1,266  16.3  %
Warehouse 572,832  766  14.9  %
Multi-family 444,107  2,056  11.5  %
Convenience Store 428,732  1,331  11.1  %
Office 397,610  807  10.3  %
Industrial 159,946  1,481  4.1  %
Restaurant / Bar 148,899  1,048  3.9  %
Auto Sales / Repair 131,855  680  3.4  %
Church 130,947  949  3.4  %
Hotel / Motel 127,477  3,541  3.3  %
Healthcare 110,736  1,130  2.9  %
Other 575,005  767  14.9  %
Total $ 3,854,607  1,116  100.0  %
As of March 31, 2025, our commercial real estate loan portfolio included $282.0 million of multi-family community development loans with associated tax credits, which fund Texas based projects to promote affordable housing, compared to $233.3 million as of December 31, 2024.
Commercial Real Estate Construction and Land Development. We make commercial real estate construction and land development loans to fund commercial construction, land acquisition and real estate development construction. Construction loans involve additional risks as they often involve the disbursement of funds with the repayment dependent on the ultimate success of the project’s completion. Sources of repayment for these loans may be pre-committed permanent financing or sale of the developed property. The loans in this portfolio are monitored closely by management. Due to uncertainties inherent in estimating construction costs, the market value of the completed project and the effects of governmental regulation on real property, it can be difficult to accurately evaluate the total funds required to complete a project and the related loan to value ratio. As a result of these uncertainties, construction lending often includes the disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project rather than the ability of a borrower or guarantor to repay the loan. As of March 31, 2025 and December 31, 2024, 11.2% and 13.1%, respectively, of our commercial real estate construction and land development loans were owner-occupied. Our commercial real estate construction and land development loans decreased $124.0 million, or 14.7%, to $721.5 million as of March 31, 2025 compared to $845.5 million as of December 31, 2024.
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As of March 31, 2025, our commercial real estate construction and land development loan portfolio included $115.2 million of construction and development loans to support multi-family community development loans with associated tax credits, which fund Texas based projects to promote affordable housing, compared to $137.1 million as of December 31, 2024.
1-4 Family Residential (Including Home Equity). Our residential real estate loans include the origination of 1-4 family residential mortgage loans (including home equity and home improvement loans and home equity lines of credit) collateralized by owner-occupied residential properties located in our market areas. Our residential real estate portfolio (including home equity) increased $10.4 million, or 0.9%, to $1.13 billion as of March 31, 2025 from $1.12 billion as of December 31, 2024.
Residential Construction. We make residential construction loans to home builders and individuals to fund the construction of single-family residences with the understanding that such loans will be repaid from the proceeds of the sale of the homes by builders or with the proceeds of a mortgage loan. These loans are secured by the real property being built and are made based on our assessment of the value of the property on an as-completed basis. Our residential construction loans portfolio decreased $16.7 million, or 10.6%, to $141.3 million as of March 31, 2025 from $158.0 million as of December 31, 2024.
Consumer and Other. Our consumer and other loan portfolio is made up of loans made to individuals for personal purposes and deferred fees and costs on all loan types. Generally, consumer loans entail greater risk than residential real estate loans because they may be unsecured or if secured the value of the collateral, such as an automobile or boat, may be more difficult to assess and more likely to decrease in value than real estate. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan balance. The remaining deficiency often does not warrant further substantial collection efforts against the borrower beyond obtaining a deficiency judgment. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws may limit the amount which can be recovered on such loans. Our consumer and other loan portfolio decreased $12.8 million, or 14.1%, to $77.7 million as of March 31, 2025 from $90.4 million as of December 31, 2024.
Concentrations of Credit
The vast majority of our lending activity occurs in the Houston and Beaumont MSAs. Our loans are primarily secured by real estate, including commercial and residential construction, owner-occupied and nonowner-occupied and multi-family commercial real estate, raw land and other real estate based loans located in the Houston and Beaumont MSAs. As of March 31, 2025 and December 31, 2024, commercial real estate and commercial construction loans represented 62.8% and 63.4%, respectively, of our total loans.
Asset Quality
We have procedures in place to assist us in maintaining the overall quality of our loan portfolio. We have established underwriting guidelines to be followed by our officers and monitor our delinquency levels for any negative or adverse trends.
Nonperforming Assets
Nonperforming assets totaled $59.7 million, or 0.57% of total assets, at March 31, 2025 compared to $38.9 million, or 0.36%, of total assets at December 31, 2024. Nonaccrual loans consisted of 138 separate credits at March 31, 2025 compared to 101 separate credits at December 31, 2024. The following table presents information regarding nonperforming assets as of the dates indicated:
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  March 31, 2025 December 31, 2024
  (Dollars in thousands)
Nonaccrual loans:
Commercial and industrial $ 11,471  $ 8,500 
Real estate:
Commercial real estate (including multi-family residential) 26,383  16,459 
Commercial real estate construction and land development 2,027  3,061 
1-4 family residential (including home equity) 14,550  9,056 
Residential construction —  — 
Consumer and other 87  136 
Total nonaccrual loans 54,518  37,212 
Accruing loans 90 or more days past due —  — 
Total nonperforming loans 54,518  37,212 
Foreclosed assets 5,154  1,708 
Total nonperforming assets $ 59,672  $ 38,920 
Troubled loan modifications(1)
$ 9,229  $ 13,457 
Nonperforming assets to total assets 0.57  % 0.36  %
Nonperforming loans to total loans 0.75  % 0.50  %
(1)Troubled loan modifications in the table above represent the balance at the end of the respective period for those loans that are not already presented as a nonperforming loan.
Allowance for Credit Losses
The allowance for credit losses is a valuation allowance that is established through charges to earnings in the form of a provision for (or reversal of) credit losses calculated in accordance with Accounting Standards Codification (“ASC”) Topic 326- Measurement of Credit Losses on Financial Instruments (“ASC 326”) that is deducted from the amortized cost basis of certain assets to present the net amount expected to be collected. The amount of each allowance account represents management’s best estimate of current expected credit losses on these financial instruments considering available information, from internal and external sources, relevant to assessing exposure to credit loss over the contractual term of the instrument. Relevant available information includes historical credit loss experience, current conditions and reasonable and supportable forecasts. While historical credit loss experience provides the basis for the estimation of expected credit losses, adjustments to historical loss information may be made for differences in current portfolio-specific risk characteristics, environmental conditions or other relevant factors. While management utilizes its best judgment and information available, the ultimate adequacy of our allowance accounts is dependent upon a variety of factors beyond our control, including the performance of our portfolios, the economy, changes in interest rates and the view of the regulatory authorities toward classification of assets. For additional information regarding critical accounting estimates and policies, refer to “Critical Accounting Estimates” in this section, Note 1 – Nature of Operations and Summary of Significant Accounting and Reporting Policies and Note 4 – Loans and Allowance for Credit Losses in the accompanying notes to the consolidated financial statements.
Allowance for Credit Losses on Loans
The allowance for credit losses on loans represents management’s estimates of current expected credit losses in the loan portfolio. Pools of loans with similar risk characteristics are collectively evaluated, while loans that no longer share risk characteristics with loan pools are evaluated individually.
At March 31, 2025, our allowance for credit losses on loans was $83.7 million, or 1.15% of total loans, compared with $81.1 million, or 1.09% of total loans, as of December 31, 2024. The increase in the allowance for credit losses on loans during the first quarter of 2025 primarily resulted from changes in the specific reserves within the allowance for credit losses model primarily due to the increase in nonperforming loans partially offset by a decrease in loan balances, among other things.


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The following table presents an analysis of the allowance for loan losses and other related data as of and for the periods indicated:
  Three Months Ended March 31,
  2025 2024
  (Dollars in thousands)
Average loans outstanding $ 7,344,298 $ 7,938,824
Gross loans outstanding at end of period 7,283,133 7,908,111
Allowance for credit losses on loans at beginning of period
81,058 91,684
Provision for credit losses on loans 2,851 5,315
Charge-offs:
Commercial and industrial loans (45) (309)
Real estate:
Commercial real estate (including multi-family residential)
(527)
Commercial real estate construction and land development
(310)
1-4 family residential (including home equity) (224)
Consumer and other (3) (5)
Total charge-offs for all loan types (582) (841)
Recoveries:
Commercial and industrial loans 416 114
Real estate:
1-4 family residential (including home equity) 5
Consumer and other 3 8
Total recoveries for all loan types 419 127
Net charge-offs (163) (714)
Allowance for credit losses on loans at end of period $ 83,746 $ 96,285
Allowance for credit losses on loans to total loans 1.15  % 1.22  %
Net charge-offs to average loans(1)
0.01  % 0.04  %
Allowance for credit losses on loans to nonperforming loans
153.61  % 168.54  %
(1)Annualized.
Allowance for Credit Losses on Unfunded Commitments
The allowance for credit losses on unfunded commitments estimates current expected credit losses over the contractual period in which there is exposure to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by us. The allowance for credit losses on unfunded commitments is a liability account reported as a component of other liabilities in our consolidated balance sheets and is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on the commitments expected to fund. The estimate of commitments expected to fund is affected by historical analysis looking at utilization rates. The expected credit loss rates applied to the commitments expected to fund are affected by the general valuation allowance utilized for outstanding balances with the same underlying assumptions and drivers. At March 31, 2025, our allowance for credit losses on unfunded commitments was $13.2 million compared to $12.4 million at December 31, 2024.
See Note 4 – Loans and Allowance for Credit Losses in the accompanying notes to the consolidated financial statement for additional information regarding how we estimate and evaluate the credit risk in our loan portfolio.
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Available for Sale Securities
We use our securities portfolio to provide a source of liquidity, to provide an appropriate return on funds invested, to manage interest rate risk and to meet pledging and regulatory capital requirements. As of March 31, 2025, the carrying amount of investment securities totaled $1.72 billion, an increase of $46.4 million, or 2.8%, compared with $1.67 billion as of December 31, 2024. Securities represented 16.5% and 15.3% of total assets as of March 31, 2025 and December 31, 2024, respectively.
All of the securities in our securities portfolio are classified as available for sale. Securities classified as available for sale are measured at fair value in the financial statements with unrealized gains and losses reported, net of tax, as accumulated comprehensive income or loss until realized. Interest earned on securities is included in interest income. The following tables summarize the amortized cost and fair value of the securities in our securities portfolio as of the dates shown:
March 31, 2025
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
(In thousands)
Available for Sale
U.S. government and agency securities $ 191,695  $ 429  $ (4,262) $ 187,862 
Municipal securities 219,604  324  (27,340) 192,588 
Agency mortgage-backed pass-through securities 611,739  1,301  (36,452) 576,588 
Agency collateralized mortgage obligations 714,827  1,571  (58,267) 658,131 
Corporate bonds and other 111,078  357  (7,233) 104,202 
Total $ 1,848,943  $ 3,982  $ (133,554) $ 1,719,371 
  December 31, 2024
Amortized
 Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
  (In thousands)
Available for Sale        
U.S. government and agency securities $ 198,962  $ 348  $ (5,707) $ 193,603 
Municipal securities 219,545  367  (28,459) 191,453 
Agency mortgage-backed pass-through securities 566,719  (45,346) 521,376 
Agency collateralized mortgage obligations 730,861  830  (71,328) 660,363 
Corporate bonds and other 115,601  181  (9,561) 106,221 
Total $ 1,831,688  $ 1,729  $ (160,401) $ 1,673,016 
Investment securities classified as available for sale or held to maturity are evaluated for expected credit losses under ASC Topic 326. See Note 3 – Securities in the accompanying notes to the consolidated financial statements for additional information. Management does not have the intent to sell any of these securities and believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost. The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline. Accordingly, as of March 31, 2025, management believes that the unrealized losses detailed in the previous table are due to noncredit-related factors, including changes in interest rates and other market conditions, and therefore, no losses have been recognized in the Company’s consolidated statements of income.
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The following tables summarize the contractual maturity of securities and their weighted average yields as of the dates indicated. The contractual maturity of a mortgage-backed security is the date at which the last underlying mortgage matures. Available for sale securities are shown at amortized cost. For purposes of the tables below, the yields on municipal securities were calculated on a tax equivalent basis.
  March 31, 2025
  Within One Year After One Year but Within Five Years After Five Years but Within Ten Years After Ten Years Total
  Amount Yield Amount Yield Amount Yield Amount Yield Total Yield
  (Dollars in thousands)
Available for Sale
U.S. government and agency securities
$ 74,624  1.05  % $ 3,700  5.51  % $ 2,935  3.51  % $ 110,436  4.40  % $ 191,695  3.11  %
Municipal securities —  0.00  % 3,794  4.58  % 76,367  2.41  % 139,443  2.36  % 219,604  2.42  %
Agency mortgage-backed pass-through securities
3,249  1.68  % 4,226  3.73  % 7,801  4.48  % 596,463  3.92  % 611,739  3.91  %
Agency collateralized mortgage obligations
—  0.00  % 30,497  3.48  % 46,028  4.86  % 638,302  3.27  % 714,827  3.38  %
Corporate bonds and other 4,118  4.40  % —  0.00  % 62,000  5.42  % 44,960  2.99  % 111,078  4.40  %
Total $ 81,991  1.24  % $ 42,217  3.78  % $ 195,131  4.04  % $ 1,529,604  3.52  % $ 1,848,943  3.48  %
December 31, 2024
Within One Year After One Year but Within Five Years After Five Years but Within Ten Years After Ten Years Total
Amount Yield Amount   Yield Amount Yield Amount Yield Total Yield
(Dollars in thousands)
Available for Sale
U.S. government and agency securities
$ —  0.00  % $ 78,658  1.31  % $ 3,141  3.77  % $ 117,163  4.66  % $ 198,962  3.32  %
Municipal securities —  0.00  % 3,314  4.76  % 74,337  2.44  % 141,894  2.34  % 219,545  2.41  %
Agency mortgage-backed pass-through securities
3,285  2.47  % 4,362  3.71  % 7,936  4.53  % 551,136  3.83  % 566,719  3.83  %
Agency collateralized mortgage obligations
—  0.00  % 30,539  3.44  % 48,589  4.81  % 651,733  3.23  % 730,861  3.34  %
Corporate bonds and other 4,110  4.98  % 3,000  7.99  % 62,000  5.42  % 46,491  2.96  % 115,601  4.48  %
Total $ 7,395  3.87  % $ 119,873  2.20  % $ 196,003  4.07  % $ 1,508,417  3.47  % $ 1,831,688  3.45  %
The contractual maturity of mortgage-backed securities and collateralized mortgage obligations is not a reliable indicator of their expected life because borrowers may have the right to prepay their obligations. Mortgage-backed securities and collateralized mortgage obligations are typically issued with stated principal amounts and are backed by pools of mortgage loans with varying maturities. The term of the underlying mortgages and loans may vary significantly due to the ability of a borrower to prepay and, in particular, monthly pay downs on mortgage-backed securities tend to cause the average life of the securities to be much different than the stated contractual maturity. During a period of increasing interest rates, fixed rate mortgage-backed securities do not tend to experience heavy prepayments of principal and, consequently, the average life of this security will be lengthened. If interest rates begin to fall, prepayments may increase, thereby shortening the estimated life of the security.
As of March 31, 2025 and December 31, 2024, we did not own securities of any one issuer (other than the U.S. government and its agencies or sponsored entities) for which the aggregate adjusted cost exceeded 10% of our consolidated shareholders’ equity.
The average yield of our securities portfolio was 3.78% for the three months ended March 31, 2025 compared with 2.82% for the three months ended March 31, 2024. The increase in average yield during the three months ended March 31, 2025 compared to the same period in 2024 was primarily due to security purchases during the quarter increasing the mix of higher-yielding securities within the portfolio.
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Goodwill and Core Deposit Intangibles
Goodwill was $497.3 million as of both March 31, 2025 and December 31, 2024. Goodwill resulting from business combinations represents the excess of the consideration paid over the fair value of the net assets acquired. Goodwill is assessed annually for impairment and on an interim basis if an event occurs or circumstances change that would indicate that the carrying amount of the asset may not be recoverable.
Core deposit intangibles, net, as of March 31, 2025 was $87.0 million and $92.5 million as of December 31, 2024. Core deposit intangibles are amortized using the straight-line or an accelerated method over the estimated useful life of seven to ten years.
Deposits
Our lending and investing activities are primarily funded by deposits. We offer a variety of deposit accounts having a wide range of interest rates and terms including demand, savings, money market and certificates and other time accounts. We rely primarily on convenient locations, personalized service and our customer relationships to attract and retain these deposits. We seek customers that will engage in both a lending and deposit relationship with us.
Total deposits at March 31, 2025 were $8.56 billion, a decrease of $565.7 million, or 6.2%, compared with $9.13 billion at December 31, 2024 primarily driven by seasonality, industry-wide pressures and the maintenance of pricing discipline in an intensely competitive market for deposits. Noninterest-bearing deposits at March 31, 2025 were $3.21 billion, a decrease of $370.6 million, or 10.4%, compared with $3.58 billion at December 31, 2024. Interest-bearing deposits at March 31, 2025 were $5.36 billion, a decrease of $195.1 million, or 3.5%, compared with $5.55 billion at December 31, 2024. Our ratio of noninterest-bearing deposits to total deposits was 37.4% and 39.2% for at March 31, 2025 and December 31, 2024, respectively. Deposits include fully collateralized public funds of $1.05 billion and $1.44 billion at March 31, 2025 and December 31, 2024, respectively.
The following table sets forth the amount of time deposits that met or exceeded the FDIC insurance limit of $250 thousand by time remaining until maturity at March 31, 2025 (in thousands):
Three months or less $ 198,698 
Over three months through six months 186,759 
Over six months through 12 months 141,743 
Over 12 months 99,988 
Total $ 627,188 
Borrowings
The Company has an available line of credit with the Federal Home Loan Bank of Dallas (“FHLB”), which allows the Company to borrow on a collateralized basis. FHLB advances are used to manage liquidity as needed. The advances are secured by a blanket lien on certain loans. Maturing advances are replaced by drawing on available cash, making additional borrowings or through increased customer deposits. At March 31, 2025, the Company had a total borrowing capacity of $3.04 billion, of which $1.72 billion was available under this agreement and $1.31 billion was outstanding pursuant to FHLB advances and letters of credit. There were $120.0 million of FHLB short-term advances outstanding at March 31, 2025 at a weighted-average rate of 4.75%. Of the $1.31 billion, there were $120.0 million of FHLB short-term advances outstanding at March 31, 2025 at a weighted-average rate of 4.75% and $1.19 billion of FHLB letters of credit.
At March 31, 2025, the Company had FHLB letters of credit pledged as collateral for public and other deposits of state and local government agencies which expire in the following periods (in thousands):
2025 $ 509,690 
2026 127,300 
2027 402,500 
2028 51,000 
Thereafter 102,000 
Total $ 1,192,490 
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Subordinated Debt
Junior Subordinated Debentures
In connection with the acquisition of F&M Bancshares, Inc. in 2015, the Company assumed Farmers & Merchants Capital Trust II and Farmers & Merchants Capital Trust III. Each of the trusts is a capital or statutory business trust organized for the sole purpose of issuing trust securities and investing the proceeds in the Company's junior subordinated debentures. The preferred trust securities of each trust represent preferred beneficial interests in the assets of the respective trusts and are subject to mandatory redemption upon payment of the junior subordinated debentures held by the trust. The common securities of each trust are wholly owned by Stellar. Each trust’s ability to pay amounts due on the trust preferred securities is solely dependent upon Stellar making payment on the related junior subordinated debentures. The debentures, which are the only assets of each trust, are subordinate and junior in right of payment to all of the Company’s present and future senior indebtedness. The Company has fully and unconditionally guaranteed each trust’s obligations under the trust securities issued by each trust to the extent not paid or made by such trust, provided such trust has funds available for such obligations. The trust preferred securities bear a floating rate of interest equal to 3-Month SOFR plus a spread adjustment. The junior subordinated debentures are included in Tier 1 capital under current regulatory guidelines and interpretations. Under the provisions of each issue of the debentures, the Company has the right to defer payment of interest on the debentures at any time, or from time to time, for periods not exceeding five years. If interest payments on either issue of the debentures are deferred, the distributions on the applicable trust preferred securities and common securities will also be deferred.
A summary of pertinent information related to the Company’s junior subordinated debentures outstanding at March 31, 2025 is set forth in the table below:
Description
Issuance Date
Trust
Preferred
Securities
Outstanding
Junior
Subordinated
Debt Owed
to Trusts
Maturity Date(1)
(Dollars in thousands)
Farmers & Merchants Capital Trust II November 13, 2003 $ 7,500  $ 7,732  November 8, 2033
Farmers & Merchants Capital Trust III June 30, 2005 3,500  3,609  July 7, 2035
  $ 11,341 
(1) All junior subordinated debentures were callable at March 31, 2025.
Subordinated Notes
In December 2017, the Bank issued $40.0 million aggregate principal amount of Fixed-to-Floating Rate Subordinated Notes (the “Bank Notes”) due December 15, 2027 and bore a floating rate of interest equal to 3-Month SOFR plus 3.03%. In December 2024, the Bank redeemed the Bank Notes at a redemption price equal to 100% of the principal amount of Bank Notes plus accrued and unpaid interest.

In September 2019, the Company issued $60.0 million aggregate principal amount of Fixed-to-Floating Rate Subordinated Notes (the “Company Notes”) due October 1, 2029. The Company Notes bear interest at a floating rate equal to 3-Month SOFR plus 3.13% and a spread adjustment for each quarterly interest period, payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year. Any redemption will be at a redemption price equal to 100% of the principal amount of Company Notes being redeemed, plus accrued and unpaid interest, and will be subject to, and require, prior regulatory approval. The Company Notes are not subject to redemption at the option of the holders.
Credit Agreement
On December 13, 2024, the Company renewed a loan agreement with another financial institution (the “Loan Agreement”) that provides for a $75.0 million revolving line of credit. At March 31, 2025, there were no outstanding borrowings on this line of credit and no draws were taken on this line of credit during the nine months ended March 31, 2025. Interest accrues on outstanding borrowings at a per annum rate equal to 3-month SOFR plus 2.75%, calculated in accordance with the terms of the revolving promissory note and payable quarterly through the first 24 months. The entire outstanding balance and unpaid interest is payable in full on December 13, 2033, the maturity date. The Company may prepay the principal of the line of credit without premium or penalty.
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The obligations of the Company under the Loan Agreement are secured by a pledge of all of the issued and outstanding shares of capital stock of the Bank.
Covenants made under the Loan Agreement include, among other things, while there are obligations outstanding under Loan Agreement, the Company shall maintain a cash flow to debt service (as defined in the Loan Agreement) of not less than 1.25, the Bank’s Texas Ratio (as defined in the Loan Agreement) not to exceed 20.0%, the Bank shall maintain a Tier 1 Leverage Ratio (as defined under the Loan Agreement) of at least 8.0% and includes restrictions on the ability of the Company and its subsidiaries to incur certain additional debt. As of March 31, 2025, the Company believes it was in compliance with all such debt covenants and had not been made aware of any noncompliance by the lender.
Liquidity and Capital Resources
Liquidity
Liquidity is the measure of our ability to meet the cash flow requirements of depositors and borrowers, while at the same time meeting our operating, capital and strategic cash flow needs and to maintain reserve requirements to operate on an ongoing basis and manage unexpected events, all at a reasonable cost. During the three months ended March 31, 2025 and the year ended December 31, 2024, our liquidity needs have primarily been met by deposits, borrowed funds and securities. The Bank has access to purchased funds from correspondent banks, the Federal Reserve discount window and advances from the FHLB, on a collateralized basis, are available under a security and pledge agreement to take advantage of investment opportunities.
Liquidity risk management is an important element in our asset/liability management process. Our liquidity position is continuously monitored and adjustments are made to the balance between sources and uses of funds as deemed appropriate. We regularly model liquidity stress scenarios to assess potential liquidity outflows or funding problems resulting from economic disruptions, volatility in the financial markets, unexpected credit events or other significant occurrences deemed problematic by management. Liquidity stress scenarios are incorporated into our contingency funding plan, which provides the basis for the identification of our liquidity needs.
Our largest source of funds is deposits and our largest use of funds is loans. Average total deposits decreased $28.6 million, or 0.3%, and average loans decreased $594.5 million, or 7.5%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. We predominantly invest excess deposits in Federal Reserve Bank of Dallas balances, securities, interest-bearing deposits at other banks or other short-term liquid investments until the funds are needed to fund loan growth. Our securities portfolio had a weighted average life of 7.3 years and 7.2 years at March 31, 2025 and December 31, 2024, respectively.
Total immediate contingent funding sources, including unrestricted cash, available-for-sale securities that are not pledged and total available borrowing capacity was $4.80 billion, or 56.0%, of total deposits at March 31, 2025. Estimated uninsured deposits net of collateralized deposits were 45.5% of total deposits at March 31, 2025. Including policy-driven capacity for brokered deposits, the Bank would have been able to add approximately $1.79 billion to its contingent sources of liquidity, bringing total contingent funding sources to approximately $6.58 billion, or 76.9%, of deposits at March 31, 2025.
As of March 31, 2025 and December 31, 2024, the Company had no exposure to future cash requirements associated with known uncertainties or capital expenditures of a material nature.
As of March 31, 2025 and December 31, 2024, we had outstanding commitments to extend credit of $1.81 billion and $1.70 billion, respectively, and commitments associated with outstanding letters of credit of $135.5 million and $43.6 million, respectively. Since commitments associated with commitments to extend credit and outstanding letters of credit may expire unused, the total outstanding may not necessarily reflect the actual future cash funding requirements. At March 31, 2025 and December 31, 2024, we had FHLB letters of credit in the amount of $1.19 billion and $2.10 billion, respectively, pledged as collateral for public and other deposits of state and local government agencies. See Note 9 – Borrowings and Borrowing Capacity to the accompanying consolidated financial statements.
As of March 31, 2025 and December 31, 2024, we had no exposure to future cash requirements associated with known uncertainties or capital expenditures of a material nature.
In the ordinary course of business, we have entered into contractual obligations and have made other commitments to make future payments. Refer to the accompanying notes to accompanying consolidated financial statements for the expected timing of such payments as of December 31, 2024. These include payments related to (1) operating leases (Note 5 – Leases), (2) time deposits with stated maturity dates (Note 7 – Deposits), (3) borrowings (Note 9 – Borrowings and Borrowing Capacity) and (4) commitments to extend credit and standby letters of credit (Note 13 – Off-Balance Sheet Arrangements, Commitments and Contingencies).
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Capital Resources
Capital management consists of providing equity to support our current and future operations. We are subject to capital adequacy requirements imposed by the Federal Reserve and the Bank is subject to capital adequacy requirements imposed by the FDIC. Both the Federal Reserve and the FDIC have adopted risk-based capital requirements for assessing bank holding company and bank capital adequacy. These standards define capital and establish minimum capital requirements in relation to assets and off-balance sheet exposure, adjusted for credit risk. The risk-based capital standards currently in effect are designed to make regulatory capital requirements more sensitive to differences in risk profiles among bank holding companies and banks, to account for off-balance sheet exposure and to minimize disincentives for holding liquid assets. Assets and off-balance sheet items are assigned to broad risk categories, each with appropriate relative risk weights. The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance sheet items.
Under current guidelines, the minimum ratio of total capital to risk-weighted assets (which are primarily the credit risk equivalents of balance sheet assets and certain off-balance sheet items such as standby letters of credit) is 8.0%. At least half of total capital must be composed of Tier 1 capital, which includes common shareholders’ equity (including retained earnings), less goodwill, other disallowed intangible assets and disallowed deferred tax assets, among other items. The Federal Reserve also has adopted a minimum leverage ratio, requiring Tier 1 capital of at least 4.0% of average quarterly total consolidated assets, net of goodwill and certain other intangible assets, for all but the most highly rated bank holding companies. The federal banking agencies have also established risk-based and leverage capital guidelines that FDIC-insured depository institutions are required to meet. These regulations are generally similar to those established by the Federal Reserve for bank holding companies.
Under the Federal Deposit Insurance Act, the federal bank regulatory agencies must take “prompt corrective action” against undercapitalized U.S. depository institutions. U.S. depository institutions are assigned one of five capital categories: “well- capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized,” and are subjected to different regulation corresponding to the capital category within which the institution falls. A depository institution is deemed to be “well capitalized” if the banking institution has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a common equity Tier 1 capital ratio of 6.5% and a leverage ratio of 5.0% or greater, and the institution is not subject to an order, written agreement, capital directive or prompt corrective action directive to meet and maintain a specific level for any capital measure. Under certain circumstances, a well-capitalized, adequately capitalized or undercapitalized institution may be treated as if the institution were in the next lower capital category.
Failure to meet capital guidelines could subject the institution to a variety of enforcement remedies by federal bank regulatory agencies, including: termination of deposit insurance by the FDIC, restrictions on certain business activities and appointment of the FDIC as conservator or receiver. As of March 31, 2025 and December 31, 2024, the Bank was well-capitalized under regulatory capital guidelines. Total shareholders’ equity was $1.61 billion at both March 31, 2025 and December 31, 2024. Increases in shareholders' equity during the three months ended March 31, 2025 due to net income of $24.7 million and a decrease of $23.0 million of other comprehensive loss, partially offset by dividends paid of $7.3 million, or $0.14 per common share and $38.6 million paid to repurchase common stock at a weighted average per share of $27.99.
The following is a summary of the Company’s and the Bank’s actual and required capital ratios as of March 31, 2025:
  Actual
Ratio
Minimum
Required
For Capital
Adequacy
Purposes
Minimum
Required
Plus Capital
Conservation
Buffer
To Be
Categorized As
Well-Capitalized
Under Prompt
Corrective
Action Provisions
Stellar Bancorp, Inc. (Consolidated)        
Total Capital (to risk-weighted assets) 15.94  % 8.00  % 10.50  % N/A
Common Equity Tier 1 capital (to risk-weighted assets) 14.03  % 4.50  % 7.00  % N/A
Tier 1 Capital (to risk-weighted assets) 14.15  % 6.00  % 8.50  % N/A
Tier 1 Leverage (to average tangible assets) 11.20  % 4.00  % 4.00  % N/A
Stellar Bank
Total Capital (to risk-weighted assets) 15.38  % 8.00  % 10.50  % 10.00  %
Common Equity Tier 1 capital (to risk-weighted assets) 14.18  % 4.50  % 7.00  % 6.50  %
Tier 1 Capital (to risk-weighted assets) 14.18  % 6.00  % 8.50  % 8.00  %
Tier 1 Leverage (to average tangible assets) 11.22  % 4.00  % 4.00  % 5.00  %
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Asset/Liability Management and Interest Rate Risk
Our asset liability and interest rate risk policy provides management with the guidelines for effective balance sheet management. We have established a measurement system for monitoring our net interest rate sensitivity position. We manage our sensitivity position within our established guidelines.
As a financial institution, a component of the market risk that we face is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential for economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.
Based upon the nature of our operations, we are not subject to foreign exchange rate or commodity price risk. We do not own any trading assets. We manage our exposure to interest rates by structuring our balance sheet in the ordinary course of a community banking business. The Company enters into interest rate swaps as an accommodation to customers.
Our exposure to interest rate risk is managed by the Asset Liability Committee (“ALCO”). The ALCO formulates strategies based on appropriate levels of interest rate risk. In determining the appropriate level of interest rate risk, the ALCO considers the impact on earnings and capital of the current outlook on interest rates, potential changes in interest rates, regional economies, liquidity, business strategies and other factors. The ALCO meets regularly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses, purchase and sale activities, commitments to originate loans and the maturities of investments and borrowings. Additionally, the ALCO reviews liquidity, cash flow flexibility, maturities of deposits and consumer and commercial deposit activity.
We use an interest rate risk simulation model and shock analysis to test the interest rate sensitivity of net interest income and the balance sheet, respectively. Where applicable, instruments on the balance sheet are modeled at the instrument level, incorporating all relevant attributes such as next reset date, reset frequency and call dates, as well as prepayment assumptions for loans and securities and decay rates for nonmaturity deposits. Assumptions based on past experience are incorporated into the model for nonmaturity deposit account decay rates. The assumptions used are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and the application and timing of various management strategies.
We utilize static balance sheet rate shocks to estimate the potential impact on net interest income of changes in interest rates under various rate scenarios. This analysis estimates a percentage of change in the metric from the stable rate base scenario versus alternative scenarios of rising and falling market interest rates by instantaneously shocking a static balance sheet.
The following table summarizes the simulated change in net interest income over a 12-month horizon and the economic value of equity as of the dates indicated:
Change in Interest
Rates (Basis Points)
Percent Change in Net Interest Income Percent Change in Economic Value of Equity
March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024
+300 3.5% 3.1% (5.4)% (4.9)%
+200 2.8% 2.4% (1.9)% (1.8)%
+100 1.7% 1.4% 0.0% (0.2)%
Base 0.0% 0.0% 0.0% 0.0%
-100 (2.6)% (2.5)% (3.0)% (2.8)%
-200 (5.4)% (5.2)% (8.5)% (7.9)%
-300 (8.7)% (8.6)% (16.2)% (15.1)%
These results are primarily due to the size of our cash position, the size and duration of our loan and securities portfolio, the duration of our borrowings and the expected behavior of demand, money market and savings deposits during such rate fluctuations.
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During the three months ended March 31, 2025, changes in our overall interest rate profile were driven by the decrease in cash, loans, noninterest-bearing deposits and certificates of deposits and an increase in borrowings.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were effective as of the end of the period covered by this Quarterly Report on Form 10-Q. See Exhibits 31.1 and 31.2 for the Certification statements issued by the Company’s Chief Executive Officer and Chief Financial Officer, respectively.
Changes in internal control over financial reporting. There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are subject to claims and litigation arising in the ordinary course of business. In the opinion of management, we are not party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, prospects, financial condition, liquidity, results of operation, cash flows or capital levels. However, one or more unfavorable outcomes in any claim or litigation against us could have a material adverse effect for the period in which such claim or litigation is resolved. In addition, regardless of their merits or their ultimate outcomes, such matters are costly, divert management’s attention and may materially adversely affect our reputation, even if resolved in our favor. We intend to defend ourselves vigorously against any future claims or litigation.
ITEM 1A. RISK FACTORS
There have been no material changes in the risk factors previously disclosed by the Company. Investors should carefully consider the risks described in “Part I—Item 1A.—Risk Factors” in the Company’s Annual Reports on Form 10-K for the year ended December 31, 2024 and the Company’s other SEC filings.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During 2024, the Company’s Board of Directors authorized a share repurchase program to provide that the Company may repurchase up to $60 million of the Company’s common stock through May 31, 2025 (the “2024-2025 Repurchase Program”).
Repurchases under the 2024-2025 Repurchase Program may be made from time to time at the Company’s discretion in open market transactions, through block trades, in privately negotiated transactions, and pursuant to any trading plan that may be adopted by the Company’s management in accordance with Rule 10b5-1 of the Exchange Act or otherwise. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions, and other corporate liquidity requirements and priorities. The repurchase program does not obligate the Company to acquire a specific dollar amount or number of shares and may be modified, suspended or discontinued at any time.
The number of shares that may be repurchased under the plan was 668,687 based on the closing share price of the Company's common stock, as of March 31, 2025
The Company repurchased 679,331 shares at a weighted average price of $25.83 per share following the end of the first quarter of 2025 through April 23, 2025 under the 2024-2025 Repurchase Program. As of April 23, 2025, the 2024-2025 Repurchase Program terminated.
51

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On April 23, 2025, the Company announced that its Board of Directors authorized a new share repurchase program under which the Company may repurchase up to $65 million of the Company’s common stock through May 31, 2026 (the “2025-2026 Repurchase Program”). Repurchases under the 2025-2026 Repurchase Program may be made from time to time at the Company’s discretion in open market transactions, through block trades, in privately negotiated transactions, and pursuant to any trading plan that may be adopted by the Company’s management in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or otherwise. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions, and other corporate liquidity requirements and priorities. The 2025-2026 Repurchase Program does not obligate the Company to acquire a specific dollar amount or number of shares and may be modified, suspended or discontinued at any time.
The following table summarizes the shares repurchased by the Company:
Period
Number of Shares Purchased(1)
Average Price Paid Per Share Shares Purchased as Part of Publicly Announced Plan
Number of Shares That May Yet be Purchased Under the Plan(2)
January 1, 2025 to January 31, 2025 1,763  $ 28.35  —  2,012,441 
February 1, 2025 to February 28, 2025 —  $ 28.89  364,679  1,602,002 
March 1, 2025 to March 31, 2025 33,602  $ 27.67  1,014,283  668,687 
Total 35,365  $ 27.99  1,378,962 
(1)    Shares employees elected to have withheld to satisfy their tax liabilities related to options exercised or restricted stock vested or to pay the exercise price of the options as allowed under the Company’s stock compensation plans. When this settlement method is elected by the employee, the Company repurchases the shares withheld upon vesting of the award stock.

(2)    Computed based on the closing price of the Company’s common stock as of the end of each period shown.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION

None of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s quarter ended March 31, 2025, as such terms are defined under Item 408(a) of Regulation S-K.
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ITEM 6. EXHIBITS
Exhibit
Number
Description
   
3.1
   
3.2
10.1*
10.2*
31.1*
   
31.2*
   
32.1**
   
32.2**
   
101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
   
101.SCH* Inline XBRL Taxonomy Extension Schema Document
   
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*    Filed with this Quarterly Report on Form 10-Q.
**    Furnished with this Quarterly Report on Form 10-Q.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Stellar Bancorp, Inc.
(Registrant)
Date: April 25, 2025
/s/ Robert R. Franklin, Jr.
Robert R. Franklin, Jr.
Chief Executive Officer
Date: April 25, 2025
/s/ Paul P. Egge
Paul P. Egge
Chief Financial Officer
54
EX-10.1 2 ex101performanceshareunita.htm EX-10.1 Document

Exhibit 10.1

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE
STELLAR BANCORP, INC.
2022 OMNIBUS INCENTIVE PLAN
Stellar Bancorp, Inc., a Texas corporation (the “Company” or “Stellar”), pursuant to its 2022 Omnibus Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”), this award (“Award”) of performance-based restricted stock units (the “PRSUs”). This Award is subject to all of the terms and conditions set forth herein and in the Terms and Conditions to the PRSUs attached hereto (the “Terms and Conditions”) and in the Plan, each of which is incorporated herein by reference. Unless otherwise defined, the terms in this Performance-Based Restricted Stock Unit Award Grant Notice (this “Grant Notice”) and the Terms and Conditions shall have the same defined meanings assigned to them in the Plan.
 
Award Details:
The specific details of the Award, including the Participant’s name, Award Date, number of performance-based restricted stock units granted, and vesting schedule, are set forth in the electronic stock portal and incorporated by reference into this Grant Notice.

Participant:
*

Award Date:
*

Target Number of PRSUs:
*


Maximum Number of PRSUs*:
*

*


Vesting Date:
*

Performance Period
*

Performance Vesting Conditions:
See Exhibit A attached hereto.

By electronically acknowledging this Award in the Company’s stock portal, Participant hereby: (a) agrees to be bound by the terms and conditions of the Plan, the Terms and Conditions, and this Grant Notice; (b) confirms that Participant has reviewed the Plan, the Terms and Conditions, and this Grant Notice in their entirety, has had an opportunity to seek legal or financial advice, and fully understands all provisions thereof; (c) agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrator regarding any questions arising under the Plan, the Terms and Conditions, or this Grant Notice (including any attached exhibits); (d) acknowledges that failure to electronically acknowledge acceptance of this Award within 90 days of the Award Date may result in its immediate cancellation and forfeiture, with no right to replacement benefits or compensation; and (e) confirms that Participant has read, understands, and agrees to be bound by the restrictive covenants set forth in Section 9 of the Terms and Conditions.

Electronic Acknowledgment:
Participant’s acceptance of this Award is completed electronically through the Company’s stock portal. No physical signature is required, and electronic acknowledgment constitutes full agreement to the terms of this Grant Notice, the Plan, and the Terms and Conditions.
    

    1



Exhibit A
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD GRANT NOTICE
PERFORMANCE VESTING CONDITIONS
The number of PRSUs that you will earn pursuant to this Award (your “Earned PRSUs”) will range from 0% to 240% of the Target Number of PRSUs based on Stellar’s performance at the end of the Performance Period as compared against the component companies of the S&P SmallCap US Bank Index (each a “Peer Group Member” and collectively, the “Peer Group Members”) as of the Award Date, in each case with respect to the following performance metrics:
•Return on Average Tangible Common Equity (“ROATCE”); and
•Total Shareholder Return (“TSR”).
Your Earned PRSUs (if any) will vest on the Vesting Date. Your number of Earned PRSUs will be the product of (a) your Initial Earned PRSUs (calculated as provided in Step One below) and (b) the TSR Modifier (calculated as provided in Step Two below). In no event will your number of Earned PRSUs exceed 240% of your Target Number of PRSUs.
Step One – Calculate Initial Earned PRSUs
Your initial Earned PRSUs (your “Initial Earned PRSUs”) will be determined based on Stellar’s ROATCE over the Performance Period relative to the ROATCE of the Peer Group Members, as follows:
Initial Earned PRSUs
(as % of Target Number of PRSUs)(1),(2)
Metric
Weighting
0%
50%
100%
150%
200%
ROATCE
100%
Below 25th Percentile
25th Percentile
(Threshold)
50th Percentile
(Target)
75th Percentile
(Stretch)
90th Percentile or higher
(Maximum)
_________________
(1)    If Stellar’s actual ROATCE results fall between performance levels, linear interpretation will determine the number of Initial Earned PRSUs.
(2)    If Stellar’s TSR for the Performance Period is negative, the Initial Earned PRSUs will be capped at the Target level (100%), regardless of the ROATCE quartile performance.
ROATCE will be measured by 2025, 2026, and 2027 GAAP net income plus expense for core deposit intangible (CDI) amortization (net-of-tax) divided by average total stockholders’ equity less average goodwill and average CDI for the same 3 years. This calculation for the Performance Period for Stellar will be compared to the same calculation for each of the Peer Group Members during that same time period in order to determine the Stellar quartile performance.
If Stellar’s TSR for the Performance Period is negative, the Initial Earned PRSUs determined in this Step One will be capped at the Target level (100%), regardless of the ROATCE quartile performance.



Step Two – TSR Modifier
The TSR Modifier will be determined based on Stellar’s TSR over the Performance Period relative to TSRs of the Peer Group Members, as follows:

TSR Modifier

80%
100%
120%
Stellar’s TSR for the Performance Period Relative to Peer Group Members

25th percentile or below
(Threshold)
50th percentile
(Target)
At or above 75th percentile
(Maximum)
_________________
(1)    If Stellar’s TSR falls between performance levels, linear interpretation will determine the TSR Modifier.

The TSR for Stellar and for each Peer Group Member will be calculated using the [volume-weighted] average price per share for the 20 trading-day-period ending on the last day of the Performance Period, less the [volume-weighted] average price per share for the 20 trading-day-period prior to January 1, 2025. In addition, the TSR for Stellar and for each Peer Group Member will include the cumulative dividends paid during the Performance Period.
Other Important Information
If, (a) at the end of the Performance Period, any Peer Group Member is no longer publicly traded or (b) during the Performance Period, any Peer Group Member declares bankruptcy, the ROATCE and TSR of such Peer Group Member shall be deemed to be the lowest ranked ROATCE and TSR in the Peer Group (and, if multiple Peer Group Members are no longer publicly traded at the end of the Performance Period or declare bankruptcy during the Performance Period, such Peer Group Members shall be ranked in order of when such delisting or bankruptcy occurs, with earlier bankruptcies and delistings ranking lower than later bankruptcies, and delistings). If, during the Performance Period, any Peer Group Member is involved in a merger or acquisition, then (x) if such Peer Group Member is the surviving company, such Peer Group Member will continue to be a Peer Group Member and (y) if such Peer Group Member is not the surviving company, then the Performance Period for such Peer Group Member will end as of the closing date of such merger or acquisition, with the ROATCE and TSR of such Peer Group Member measured as of such closing date.
Notwithstanding anything in the Grant Notice or this Exhibit A to the contrary, in the event of a Change of Control: (a) the Vesting Date will be the date on which the Change of Control occurs; and (b) the “Performance Period” will be deemed to end on the date that is ten (10) business days immediately preceding such Change of Control.
Unless otherwise defined, capitalized terms used herein shall have the meanings ascribed to them in the Plan, the Terms and Conditions, or the Grant Notice.




    2



TERMS AND CONDITIONS
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD
STELLAR BANCORP, INC. 2022 OMNIBUS INCENTIVE PLAN
These Terms and Conditions, collectively with the accompanying Performance-Based Restricted Stock Unit Award Grant Notice (the “Grant Notice”) comprise your agreement (the “Agreement”) with the Company regarding the performance-based restricted stock units awarded under the Stellar Bancorp, Inc. 2022 Omnibus Incentive Plan (as amended and restated, the “Plan”). Capitalized terms not specifically in the Agreement have the same meanings assigned to them in the Plan.
1.PRSU Grant. Each Earned PRSU represents the unsecured right to receive one (1) share of Stock, subject to the terms and conditions contained in this Agreement and the Plan. In the event of any conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern.
2.Settlement; Issuance of Shares.
(a)Settlement. No shares of Stock shall be issued to you prior to the date on which the PRSUs vest. After any PRSUs are earned and vest pursuant to the vesting terms set forth in Grant Notice (and, if applicable, Sections 4(c) or 4(d) below), the Company shall promptly cause to be issued in book-entry form, registered in your name or in the name of your legal representatives or heirs, as the case may be, shares of Stock in payment of such vested whole PRSUs; provided, however, that in the event such PRSUs do not vest on a day during which the Stock is quoted on the New York Stock Exchange (or traded on such other principal national securities market or exchange on which the Stock may then be listed) (“Trading Day”), the Company shall cause shares of Stock to be issued on the next Trading Day following the date on which such PRSUs vest; provided, further, that in no event shall the Company cause such shares of Stock to be issued later than the sixtieth (60) day following (i) the Vesting Date, or (ii) an earlier settlement date as a result of a vesting acceleration event pursuant to Section 4(c) or Section 4(d). For purposes of the PRSUs, the date on which the shares of Stock underlying the PRSUs are issued shall be referred to as the “Settlement Date.”
(b)Fractional Shares. Unless otherwise determined by the Administrator in its sole discretion, no fractional shares shall be issued pursuant to the PRSUs, and any fractional share resulting from the vesting of the PRSUs in accordance with the terms of this Agreement shall be rounded down to the next whole share.
3.Dividend Equivalent Rights. Each Earned PRSU shall have a dividend equivalent right associated with it with respect to any cash dividends on the Stock that have a record date after the Award Date and prior to the applicable Settlement Date for such Earned PRSU (the total accrued dividends for each Earned PRSU, a “PRSU Dividend Equivalent Amount”). For the avoidance of doubt, no dividend equivalent right shall accrue in respect of a PRSU which is not earned. The PRSU Dividend Equivalent Amount shall be calculated by crediting a hypothetical bookkeeping account for you with an amount equal to the amount of cash dividends that would have been paid on the dividend payment date with respect to the number of shares of Stock underlying the unsettled Earned PRSUs (or PRSUs which become Earned PRSUs in accordance with this Agreement) if such shares had been outstanding on the dividend record date. Your PRSU Dividend Equivalent Amount shall not be credited with interest or earnings. Any PRSU Dividend Equivalent Amount: (a) shall be subject to the same terms and conditions applicable to the Earned PRSU to which the dividend equivalent right relates, including, without limitation, the restrictions on transfer and the forfeiture conditions contained in the Agreement; (b) shall vest and be settled upon the same terms and at the same time of settlement as the Earned PRSUs to which they relate; and (c) will be denominated and payable solely in cash. The payment of the PRSU Dividend Equivalent Amounts, if any, will be net of all applicable withholding taxes pursuant to Section 7.
4.Earning and Vesting of PRSUs.
(a)Earning of PRSUs. The PRSUs will be earned if and to the extent the Performance Vesting Conditions (as set forth in the Grant Notice) are satisfied. Any PRSUs that become earned are herein referred to as “Earned PRSUs”. Any PRSUs (and related PRSU Dividend Equivalent Amounts) that do not become Earned PRSUs due to the failure to satisfy the Performance Vesting Conditions will be forfeited to the Company, and you will not thereafter have any rights with respect to such PRSUs (or related PRSU Dividend Equivalent Amounts) that are so forfeited.




(b)Vesting. Earned PRSUs (and related PRSU Dividend Equivalent Amounts) will vest on the Vesting Date set forth in the Grant Notice; provided, that you continue to be an employee, director or consultant of the Company or a Subsidiary (a “Service Provider”) from the Award Date through the Vesting Date. Any PRSUs (and related PRSU Dividend Equivalent Amounts) that do not become vested as of the Vesting Date will be forfeited to the Company for no consideration, and you will not thereafter have any rights with respect to such PRSUs (and related PRSU Dividend Equivalent Amounts) that are so forfeited.
(c)Death; Disability. Notwithstanding anything in Section 4(a) to the contrary, if you cease to be a Service Provider due to your death or Disability (as hereinafter defined), then a portion of the Target Number of PRSUs (as set forth in the Grant Notice) and related PRSU Dividend Equivalent Amounts will fully vest effective as the date you cease to be a Service Provider, with such prorated portion equal to a fraction, (i) the numerator of which is the number of calendar days that elapsed from the Award Date until the date you cease to be a Service Provider, and (ii) the denominator of which is the total number of calendar days between the Award Date until the Vesting Date. For purposes of this Agreement, “Disability” means that you are unable to perform your duties with the Company and its Subsidiaries on a full-time basis as a result of incapacity due to mental or physical illness, which inability exists for 90 continuous days or 180 days during any 12-month period, as determined by a physician selected by the Company or its insurers.
(d)Change of Control. Notwithstanding anything in this Agreement to the contrary, in the event that the Company experiences a Change of Control (as defined in the Plan), then the Administrator shall determine and approve the Company’s performance with respect to the Performance Vesting Conditions no later than three (3) business days before the date on which such Change of Control occurs. Provided that you remain a Service Provider from the Award Date to the date of the Change of Control, you will be deemed to have earned and vested, effective as of immediately prior to the Change of Control, the number of PRSUs (and related PRSU Dividend Equivalent Amounts) determined based on the Company’s performance (as determined by the Administrator in its sole discretion) and subject to any limitations set forth in the Grant Notice. All unearned PRSUs (and related PRSU Dividend Equivalent Amounts) will be automatically forfeited to and reacquired by the Company without consideration immediately upon the Change of Control.
5.Forfeiture of PRSUs. Except as otherwise provided in Section 4(c), if your status as a Service Provider terminates for any reason before the Vesting Date, all of your PRSUs (and related PRSU Dividend Equivalent Amounts) will be forfeited to the Company for no consideration, and you will not thereafter have any rights with respect to such PRSUs (and related PRSU Dividend Equivalent Amounts). All PRSUs (and related PRSU Dividend Equivalent Amounts), whether vested or unvested, shall be immediately forfeited for no consideration upon termination of your employment or service by the Company and its Subsidiaries for Cause (as hereinafter defined) or your resignation at a time when Cause to terminate your employment or service exists, and, in such event, the Company may, in its sole discretion, also: (a) cancel any shares of Stock issued to you in settlement of any of your PRSUs; and/or (b) require you to pay to the Company the amount of any (i) proceeds received by you from your sale or disposition of any shares of Stock issued to you in settlement of any PRSUs and/or (ii) PRSU Dividend Equivalent Amounts paid to you. Notwithstanding any provision herein to the contrary, in the event of any inconsistency between this Section 5 and any employment agreement entered into by and between you and the Company (your “Employment Agreement”), the terms of the employment agreement shall control.
For purposes of this Award, your status as a Service Provider will be considered terminated (regardless of the reason for termination and whether or not the termination is in breach of applicable laws) effective as of the date you are no longer employed by or providing services to the Company or Subsidiary. The Administrator will have the exclusive discretion to determine when your status as a Service Provider terminates for purposes of this Award (including whether you may still be considered to be employed by or providing services to the Company or a Subsidiary while on a leave of absence).
For purposes of this Award, “Cause” has the meaning given in your Employment Agreement; provided, however, that if you are not party to an Employment Agreement or if such Employment Agreement does not define “Cause” (or terms of similar meaning), then “Cause” means, as determined by the Administrator in its discretion: (i) your commission of, conviction for, or plea of no contest to, a felony or any other crime involving moral turpitude; (ii) your commission of an act or omission involving misappropriation, embezzlement, theft, or fraud with respect to the Company or any of its Subsidiaries, or any of their customers or suppliers; (iii) your failure to comply with the Company’s or its Subsidiaries’ material policies, procedures, and guidelines, including corporate governance, human relations, anti-harassment, and anti-discrimination policies, and applicable laws with respect to the Company’s or its Subsidiaries’ business operations; (iv) your breach of fiduciary duty or willful misconduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or its Subsidiaries; or (v) your material breach of any confidentiality, noncompetition, nonsolicitation, or no-hire obligations set forth in this Agreement or in any other written agreement between you, on the one hand, and the Company or any of its Subsidiaries, on the other hand.


    4



6.Nontransferability. Except as otherwise provided in the Plan, no right or interest of yours in the PRSUs (and related PRSU Dividend Equivalent Amounts) may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of by you other than by will or by the laws of descent and distribution, and any such purported sale, assignment, transfer, pledge, hypothecation or other disposition shall be void and unenforceable against the Company. Notwithstanding the foregoing, you may, in the manner established by the Administrator, designate a beneficiary or beneficiaries to exercise your rights and receive any property distributable with respect to the PRSUs upon your death.
7.Responsibility for Taxes. Regardless of any action the Company or, if different, your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PRSUs (and related PRSU Dividend Equivalent Amounts), including, but not limited to, the grant, earning or vesting of the PRSUs (and related PRSU Dividend Equivalent Amounts), the subsequent sale of earned and vested PRSUs and the receipt of any PRSU Dividend Equivalent Amounts; and (b) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the PRSUs or the PRSU Dividend Equivalent Amounts to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
    Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company, the Employer, and their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
(a)withholding from your wages or other cash compensation payable to you by the Company and/or the Employer, including any PRSU Dividend Equivalent Amount;
(b)withholding from proceeds of the sale of shares of Stock issuable or issued to you upon the Settlement Date with respect to any earned and vested PRSUs, either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without your further consent or authorization);
(c)withholding from proceeds of the sale of Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent);
(d)requiring you to make a payment in cash by certified check acceptable to the Company or wire transfer; or
(e)any other method determined by the Company, and to the extent required by applicable laws or the Plan, approved by the Administrator.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering statutory withholding rates or other withholding rates, including maximum rates applicable in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Shares. If the obligation for Tax-Related Items is satisfied by withholding shares of Stock otherwise issuable to you in settlement of earned and vested PRSUs, you are deemed for tax purposes to have been issued the full number of shares of Stock issuable to you in settlement of such earned and vested PRSUs notwithstanding that a number of shares of Stock are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.


    5



8.Non-Solicitation Covenants.
(a)By accepting this Award, you hereby acknowledge and agree that (i) the Company has provided and will continue to provide you with access to confidential and proprietary information (“Confidential Information”) of the Company and its subsidiaries (the “Company Group”) for use only during your employment with the Company Group, (ii) the Company Group has entrusted you and will continue to entrust you, in your unique and special capacity, with developing the goodwill of the Company Group, and (iii) in consideration of the Company providing you with continued access to Confidential Information and as an express incentive for the Company to enter into this Agreement and grant you the PRSUs hereunder, you have voluntarily agreed to the non-solicitation covenants set forth in this Section 8. You agree and acknowledge that the limitations and restrictions set forth herein are reasonable in all respects, do not interfere with public interests, will not cause you undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s business, Confidential Information, goodwill and legitimate business interests. You further acknowledge and agree that you are receiving new consideration by entering into this Agreement that includes sufficient and independent consideration for the non-solicitation covenants set forth herein.
(b)During the Restricted Period (defined below) you shall not, without the prior written approval of the Board of Directors of the Company, directly or indirectly, for yourself or on behalf of or in conjunction with any other person or entity of any nature:
(i)solicit, canvass, approach, encourage, entice or induce any customer, client, business partner or supplier of any member of the Company Group with whom or which you had contact on behalf of any member of the Company Group, or about whom or which you had access to Confidential Information, or for whom or which you had direct or indirect responsibility for on behalf of the Company Group to cease or lessen such customer’s, client’s, business partner’s or supplier’s business with any member of the Company Group; or
(ii)solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group.
For purposes of this Section 8, the “Restricted Period” means the period that begins on the Award Date and ends on the earliest of (x) the date that is twelve (12) months following the date on which you cease to be a Service Provider for any reason other than due to your involuntary termination by the Company Group without Cause, (y) the date that is twelve (12) months following the date on which all of the Restricted Shares covered by this Award have become fully vested, or (z) the date on which you cease to be a Service Provider due to your involuntary termination by the Company Group without Cause.
(c)Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in this Section 8, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing non-solicitation covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(d)The non-solicitation covenants in this Section 8, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.


    6



(e)The covenants in this Section 8 are in addition to and complements (and does not replace or supersede) any obligation that you have to any member of the Company Group with respect to non-solicitation under any other written agreement between you and any member of the Company Group.
9.Minimum Holding Period. Unless otherwise determined by the Administrator or as provided in Section 10(c), no shares of Stock delivered to you in settlement of any PRSUs covered by this Award may be sold, exchanged, transferred or assigned, whether voluntarily or involuntarily, by you until the earlier of (a) the date that is twelve (12) months following the date that such shares of Stock are delivered to the Participant, and (b) the date that the Participant ceases to be an employee of the Company Group. The Company reserves the right to issue “stock transfer” instructions to its duly authorized transfer agent to ensure the Participant’s compliance with this Section 9.
10.Other Terms and Conditions.
(a)The Plan. The Agreement is further subject to the terms and provisions of the Plan. Only certain provisions of the Plan are described in the Agreement. As a condition to your receipt of this Award and the PRSUs covered hereby, you acknowledge and agree to the terms and conditions of the Agreement and the terms and provisions of the Plan, a copy of which you acknowledge receiving.
(b)Employment/Service Relationship. Nothing in the Agreement will confer on you any right to continue in the employ or service of the Company or the Employer or interfere with or restrict rights of the Company or the Employer, which are hereby expressly reserved, to terminate your employment or service at any time.
(c)Claw-Back. The PRSUs, any shares of Stock delivered in settlement of the PRSUs, any PRSU Dividend Equivalent Amounts, and any proceeds, gains or other economic benefit actually or constructively received by you upon the resale of any shares of Stock delivered in settlement of the PRSUs, shall be subject to the provisions of (i) the Company’s Policy for the Recovery of Erroneously Awarded Company (as the same may be amended or restated, the “Claw-Back Policy”) and (ii) any other policy adopted or implemented by the Company that provides for the claw-back, recoupment or recovery of compensation (an “Other Recovery Policy”), to the extent set forth in such Claw-Back Policy or Other Recovery Policy.
(d)Adjustments. The PRSUs will be subject to adjustment (including, without limitation, as to the number of PRSUs) in such manner as the Administrator, in its sole discretion, deems equitable and appropriate in connection with the occurrence of any of the events described in Section 4(c) of the Plan following the Award Date.
11.Nature of Grant. In accepting this Award, you acknowledge, understand and agree that:
(a)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
(b)the grant of the PRSUs to you is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of equity awards, or benefits in lieu of equity awards, even if equity awards have been granted to you in the past;
(c)all decisions with respect to future grants of equity awards, if any, will be at the sole discretion of the Company;
(d)you are voluntarily participating in the Plan;
(e)the PRSUs, and the value of and income from such PRSUs (and any related PRSU Dividend Equivalent Amounts), are not intended to replace any pension rights, retirement benefits or other compensation;
(f)the PRSUs, and the value of and income from such PRSUs (and related PRSU Dividend Equivalent Amounts), are not part of normal or expected compensation or salary for any purpose;
(g)this Award and your participation in the Plan will not be interpreted to form an employment contract or other service relationship with the Company or any Subsidiary;


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(h)the future value of the PRSUs (and related PRSU Dividend Equivalent Amounts) is unknown and cannot be predicted with certainty; and
(i)no claim or entitlement to compensation or damages will arise from forfeiture of the PRSUs (and related PRSU Dividend Equivalent Amounts) resulting from termination of your status as a Service Provider (for any reason whatsoever and whether or not in breach of applicable laws), and in consideration of the grant of this Award to which you are otherwise not entitled, you irrevocably agree to (i) never institute any such claim against the Company, the Employer or any of their respective Affiliates, (ii) waive your ability, if any, to bring any such claim against the Company, the Employer or any of their respective Affiliates, (iii) forever release the Company, the Employer and each of their respective Affiliates from any such claim, and (iv) execute any and all documents necessary, or reasonably requested by the Company, to request dismissal or withdrawal of any such claim that is allowed by a court of competent jurisdiction, in each case to the maximum extent permitted by applicable laws.
12.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan or your acquisition of the PRSUs. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
13.Data Privacy. You understand that the Company and the Employer hold certain personal information about you, including, but not limited to, your name, home address, email address, and telephone number, date of birth, social insurance number, or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company, details of all PRSUs or any other entitlement to shares of Stock awarded, canceled, exercised, vested, unvested or outstanding in your favor (your “Data”), for the exclusive purpose of implementing, administering and managing the Plan.
You understand that it will be necessary for your Data to be collected, used and transferred, in electronic or other form, as described in the Agreement and any other award documentation by and among, as applicable, the Employer, the Company and any Affiliate. Such processing will be for the exclusive purpose of implementing, administering and managing your participation in the Plan, and therefore for the performance of the Agreement. The provision of your Data is a contractual requirement. Without the provision of your Data, it will not be possible to for the Company and/ or the Employer to perform their obligations under the Agreement.

You understand that, in performing the Agreement, it will be necessary for:

•your Data to be transferred to a Company-designated Plan broker, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan;
•the Company, its Plan broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan, to receive, possess, use, retain and transfer your Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan; and
•your Data to be held only as long as is necessary to implement, administer and manage your participation in the Plan.
14.Compliance with Laws and Regulations. You will not require the Company to deliver any shares of Stock in settlement or earned and vested PRSUs, and the Company will not be obligated to deliver any shares of Stock in settlement of earned and vested PRSUs, if counsel to the Company determines that such delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which shares of Stock are listed or quoted. The Company will in no event be obligated to take any affirmative action in order to cause the delivery of any shares of Stock in settlement or earned and vested PRSUs to comply with any such law, rule, regulation or agreement.


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15.Successors and Assigns. The Company may assign any of its rights under the Agreement. The Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer contained herein, the Agreement will be binding upon you and your heirs, executors, administrators, legal representatives, successors and assigns.

16.Governing Law; Jurisdiction; Severability. The Agreement is to be governed by and construed in accordance with the internal laws of the State of Texas, as such laws are applied to agreements between Texas residents entered into and to be performed entirely within Texas, excluding that body of laws pertaining to conflict of laws. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the Company and you evidenced by this grant or the Agreement, the Company and you hereby submit to and consent to the exclusive jurisdiction of the State of Texas and agree that such litigation will be conducted only in the courts of Harris County, Texas, or the federal courts for the United States for the Southern District of Texas, and no other courts, where this grant is made and/or to be performed. If any provision of the Agreement is determined by a court of law to be illegal or unenforceable, in whole or in part, that provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

17.Further Instruments. You agree to execute further instruments and to take further actions as may be reasonably necessary to carry out the purposes and intent of the Agreement.

18.Administrator Authority. The Administrator has the power to interpret the Plan and the Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any PRSUs or related PRSU Dividend Equivalent Amounts have vested). All actions taken and all interpretations and determinations made by the Administrator will be final and binding upon you, the Company and all other interested persons. The Administrator will not be personally liable for any action, determination or interpretation made with respect to the Plan or the Agreement.

19.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

20.Headings. The captions and headings of the Agreement are included for ease of reference only and will be disregarded in interpreting or construing the Agreement. All references herein to Sections will refer to Sections of these Terms and Conditions, unless otherwise noted.

21.Waiver. You acknowledge that a waiver by the Company of breach of any provision of the Agreement will not operate or be construed as a waiver of any other provision of the Agreement, or of any subsequent breach by you or any other Participant.

22.Amendment. Notwithstanding any other provision hereof, this Agreement may be supplemented or amended from time to time as approved by the Administrator as contemplated by Section 23 of the Plan. Without limiting the generality of the foregoing, without your consent:

(a)this Agreement may be amended or supplemented from time to time as approved by the Administrator (i) to cure any ambiguity or to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, (ii) to add to the covenants and agreements of the Company for your benefit or surrender any right or power reserved to or conferred upon the Company in this Agreement, subject to any required approval of the Company’s shareholders, and provided, in each case, that such changes or corrections will not adversely affect your rights with respect to the Award evidenced hereby or (iii) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities laws; and



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(b)subject to any required action by the Board of Directors or the shareholders of the Company, the Award evidenced by this Agreement may be canceled by the Plan Administrator and a new Award made in substitution therefor, provided that the Award so substituted will satisfy all of the requirements of the Plan as of the date such new Award is made and no such action will adversely affect the PRSUs to the extent then earned and vested.

23.Entire Agreement. The Plan, these Terms and Conditions and the Grant Notice, including Exhibit A thereto and your Employment Agreement, constitute the entire agreement and understanding of the parties with respect to the subject matter of the Agreement, and supersede all prior understandings and agreements, whether oral or written, between the parties with respect to the specific subject matter hereof.

24.Notices. Unless the Company notifies the Grantee in writing of a different procedure or address, any notice or other communication to the Company with respect to this Agreement will be in writing and will be delivered personally or sent by first class mail, postage prepaid, to the address of the Company’s principal office. Unless the Company elects to notify you electronically pursuant to the online grant and administration program or via email, any notice or other communication to you with respect to this Agreement will be in writing and will be delivered personally, or will be sent by first class mail, postage prepaid, to your address as listed in the records of the Company or any Subsidiary of the Company on the Award Date, unless the Company has received written notification from you of a change of address.

25.Construction.  References in this Agreement to “this Agreement” and the words “herein,” “hereof,” “hereunder” and similar terms include all Exhibits and Schedules appended hereto, including the Plan.  All references to “Sections” in this Agreement shall be to Sections of this Agreement unless explicitly stated otherwise.  The word “include” and all variations thereof are used in an illustrative sense and not in a limiting sense.    All decisions of the Administrator upon questions regarding the Plan or this Agreement will be conclusive.  Unless otherwise expressly stated herein, in the event of any inconsistency between the terms of the Plan and this Agreement, the terms of the Plan will control.  The headings of the sections of this Agreement have been included for convenience of reference only, are not to be considered a part hereof and will in no way modify or restrict any of the terms or provisions hereof.

26.Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or the Agreement, if you are subject to Section 16 of the Exchange Act, then the Plan, the PRSUs and the Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable laws, the Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

27.Section 409A. Neither the PRSUs nor any PRSU Dividend Equivalent Amounts are intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any U.S. Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). However, notwithstanding any other provision of the Plan or the Agreement, if at any time the Administrator determines that the PRSUs or any PRSU Dividend Equivalent Amounts (or any portion of any of the foregoing) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify you or any other person for failure to do so) to adopt such amendments to the Plan or the Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate either for the PRSUs and/or the PRSU Dividend Equivalent Amounts to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

28.Counterparts. This Agreement may be executed in one or more counterparts, including by way of any electronic signature, subject to applicable law, each of which shall be deemed an original and all of which together shall constitute one instrument.

By signing the Grant Notice or otherwise accepting the PRSUs, you agree to be bound by terms of the Agreement and the Plan.


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EX-10.2 3 ex102restrictedstockawarda.htm EX-10.2 Document

Exhibit 10.2

RESTRICTED STOCK AWARD GRANT NOTICE
STELLAR BANCORP, INC.
2022 OMNIBUS INCENTIVE PLAN
Stellar Bancorp, Inc., a Texas corporation (the “Company” or “Stellar”), pursuant to its 2022 Omnibus Incentive Plan (the “Plan”), hereby grants to the individual listed below (“Participant”), the award (“Award”) of shares of restricted stock set forth below. This Award is subject to all of the terms and conditions set forth herein and in the Terms and Conditions to the Restricted Shares (the “Terms and Conditions”) and in the Plan, each of which is incorporated herein by reference. Unless otherwise defined, the terms in this Restricted Stock Award Grant Notice (this “Grant Notice”) and the Terms and Conditions shall have the same defined meanings assigned to them in the Plan.

Award Details:
The specific details of the Award, including the Participant’s name, Award Date, number of shares of restricted stock granted, and vesting schedule, are set forth in the electronic stock portal and incorporated by reference into this Grant Notice.
 
Participant:
*

Award Date:
*

Number of Shares of Restricted Stock:
*


Vesting Schedule:
*

By electronically acknowledging this Award in the Company’s stock portal, Participant hereby: (a) agrees to be bound by the terms and conditions of the Plan, the Terms and Conditions, and this Grant Notice; (b) confirms that Participant has reviewed the Plan, the Terms and Conditions, and this Grant Notice in their entirety, has had an opportunity to seek legal or financial advice, and fully understands all provisions thereof; (c) agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrator regarding any questions arising under the Plan, the Terms and Conditions, or this Grant Notice (including any attached exhibits); (d) acknowledges that failure to electronically acknowledge acceptance of this Award within 90 days of the Award Date may result in its immediate cancellation and forfeiture, with no right to replacement benefits or compensation; and (e) confirms that Participant has read, understands, and agrees to be bound by the restrictive covenants set forth in Section 9 of the Terms and Conditions.

Electronic Acknowledgment:
Participant’s acceptance of this Award is completed electronically through the Company’s stock portal. No physical signature is required, and electronic acknowledgment constitutes full agreement to the terms of this Grant Notice, the Plan, and the Terms and Conditions.

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TERMS AND CONDITIONS
RESTRICTED STOCK AWARD
STELLAR BANCORP, INC. 2022 OMNIBUS INCENTIVE PLAN
These Terms and Conditions, collectively with the accompanying Restricted Stock Award Grant Notice (the “Grant Notice”) comprise your agreement (the “Agreement”) with the Company regarding the shares of restricted stock awarded under the Stellar Bancorp, Inc. 2022 Omnibus Incentive Plan (as amended and restated, the “Plan”). Capitalized terms not specifically in the Agreement have the same meanings assigned to them in the Plan.
1.The Grant. Subject to the conditions set forth below, the Company hereby grants you effective as of the Award Date set forth in the Grant Notice, as a matter of separate inducement but not in lieu of any salary or other compensation for your services for the Company, an award (the “Award”) of the Number of Shares of Restricted Stock (as set forth in the Grant Notice) (the “Restricted Shares”), subject to the conditions and restrictions set forth in the Agreement and in the Plan.
2.Issuance of Restricted Shares. Upon issuance of the Restricted Shares, such Restricted Shares will be registered in a book entry account in your name. Until such time as the Restricted Shares are vested, any statement of ownership representing the Restricted Shares that may be issued, and any securities constituting Retained Distributions (defined below) will bear a restrictive legend to the effect that ownership of the Restricted Shares (and such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms and conditions provided in the Plan and this Agreement.
3.Restrictions. The Restricted Shares will constitute issued and outstanding shares of Stock for all corporate purposes. You will have the right to vote such Restricted Shares, to receive and retain such dividends and distributions paid or distributed on such Restricted Shares and to exercise all other rights, powers and privileges of a holder of Stock with respect to such Restricted Shares, except that: (a) you will not be entitled to delivery of the Restricted Shares until such Restricted Shares become vested or the applicable vesting conditions are waived in writing; (b) the Company or its designee will retain custody of the Restricted Shares until such time, if ever, as the Restricted Shares vest; (c) the Company or its designee will retain custody of all distributions (“Retained Distributions”) made or declared with respect to the Restricted Shares (and such Retained Distributions will be subject to the same restrictions, terms and vesting and other conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested, and such Retained Distributions will not bear interest or be segregated in a separate account; and (d) except as provided in Section 7, you may not sell, assign, transfer, pledge, exchange, encumber or dispose of the Restricted Shares or any Retained Distributions or your interest in any of them until the Restricted Shares and/or the Retained Distributions become vested.
4.Vesting of Restricted Shares.
(a)Vesting. Each vesting tranche of the Restricted Shares (and related Retained Distributions) will vest pursuant to the Vesting Schedule set forth in the Grant Notice; provided, that you continue to be an employee, director or consultant of the Company or a Subsidiary (a “Service Provider”) from the Award Date through the applicable vesting date for such vesting tranche.
(b)Death; Disability. Notwithstanding anything in Section 4(a) to the contrary, if you cease to be a Service Provider due to your death or Disability (as hereinafter defined), then a portion of your then-outstanding unvested Restricted Shares (and related Retained Distributions) will fully vest effective as the date you cease to be a Service Provider, with such portion equal to a fraction, (i) the numerator of which is the number of calendar days that elapsed from the Award Date until the date you cease to be a Service Provider, and (ii) the denominator of which is the total number of calendar days between the Award Date until the last vesting date in the Vesting Schedule. For purposes of this Agreement, “Disability” means that you are unable to perform your duties with the Company and its Subsidiaries on a full-time basis as a result of incapacity due to mental or physical illness, which inability exists for 90 continuous days or 180 days during any 12-month period, as determined by a physician selected by the Company or its insurers.

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(c)Change of Control. Notwithstanding anything in Section 4(a) to the contrary, if the Company experiences a Change of Control (as defined in the Plan) and provided that you remain a Service Provider from the Award Date to the date of the Change of Control, all unvested Restricted Shares will fully vest effective as of immediately prior to the Change of Control.
5.Forfeiture of Restricted Shares. Except as otherwise provided in Section 4(b), all unvested Restricted Shares (and all related Retained Distributions) will be forfeited to the Company for no consideration on the date you cease for any reason to be a Service Provider, and you will not thereafter have any rights (including dividend and voting rights) with respect to such Restricted Shares (or related Retained Distributions). All Restricted Shares (and all related Retained Distributions), whether vested or unvested, shall be immediately forfeited for no consideration upon termination of your employment or service by the Company and its Subsidiaries for Cause (as hereinafter defined) or your resignation at a time when Cause to terminate your employment or service exists, and, in such event, the Company may also require you to pay to the Company the amount of any proceeds received by you from your sale or disposition of any vested Restricted Shares covered by this Award. Notwithstanding any provision herein to the contrary, in the event of any inconsistency between this Section 5 and any employment agreement entered into by and between you and the Company (your “Employment Agreement”), the terms of the employment agreement shall control.
For purposes of this Award, your status as a Service Provider will be considered terminated (regardless of the reason for termination and whether or not the termination is in breach of applicable laws) effective as of the date you are no longer employed by or providing services to the Company or Subsidiary. The Administrator will have the exclusive discretion to determine when your status as a Service Provider terminates for purposes of this Award (including whether you may still be considered to be employed by or providing services to the Company or a Subsidiary while on a leave of absence).
For purposes of this Award, “Cause” has the meaning given in your Employment Agreement; provided, however, that if you are not party to an Employment Agreement or if such Employment Agreement does not define “Cause” (or terms of similar meaning), then “Cause” means, as determined by the Administrator in its discretion: (i) your commission of, conviction for, or plea of no contest to, a felony or any other crime involving moral turpitude; (ii) your commission of an act or omission involving misappropriation, embezzlement, theft, or fraud with respect to the Company or any of its Subsidiaries, or any of their customers or suppliers; (iii) your failure to comply with the Company’s or its Subsidiaries’ material policies, procedures, and guidelines, including corporate governance, human relations, anti-harassment, and anti-discrimination policies, and applicable laws with respect to the Company’s or its Subsidiaries’ business operations; (iv) your breach of fiduciary duty or willful misconduct that causes material and demonstrable injury, monetarily or otherwise, to the Company or its Subsidiaries; or (v) your material breach of any confidentiality, noncompetition, nonsolicitation, or no-hire obligations set forth in any other written agreement between you, on the one hand, and the Company or any of its Subsidiaries, on the other hand.
6.Delivery by the Company. As soon as practicable after the Restricted Shares become vested pursuant to this Agreement, but no later than 30 days after such event occurs, and subject to the withholding referred to in Section 8, the Company will (a) cause to be removed from the Restricted Shares the restrictions described in Section 3 or cause to be issued and delivered to you (in certificate or electronic form) an equal number of shares of Stock, and (b) shall cause to be delivered to you any Retained Distributions with respect to such Restricted Shares. If delivery of certificates is by mail, delivery of shares of Stock will be deemed effected for all purposes when a stock transfer agent of the Company has deposited the certificates in the United States mail, addressed to you.
7.Nontransferability of Restricted Shares. Restricted Shares that have not become earned and vested are not transferable (either voluntarily or involuntarily), before or after your death, except as follows: (a) during your lifetime, pursuant to a domestic relations order, issued by a court of competent jurisdiction, that is not contrary to the terms and conditions of the Plan or this Agreement, and in a form acceptable to the Administrator; or (b) after your death, by will or pursuant to the applicable laws of descent and distribution, as may be the case. Any person to whom Restricted Shares are transferred in accordance with the provisions of the preceding sentence shall take such Restricted Shares subject to all of the terms and conditions of the Plan and this Agreement, including that the vesting and termination provisions of this Agreement will continue to be applied with respect to you. Certificates representing Restricted Shares that have vested may be delivered (or, in the case of book entry registration, registered) only to you (or during your lifetime, to your court appointed legal representative) or to a person to whom the Restricted Shares have been transferred in accordance with this Section 7.


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8.Responsibility for Taxes. Regardless of any action the Company or, if different, your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer: (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Shares, including, but not limited to, the grant or vesting of the Restricted Shares, the subsequent sale of vested Restricted Shares and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Shares to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
    Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company, the Employer, and their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
(a)withholding from your wages or other cash compensation payable to you by the Company and/or the Employer;
(b)withholding from proceeds of the sale of Restricted Shares issuable or issued to you upon vesting of the Restricted Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without your further consent or direction);
(c)withholding earned and vested Restricted Shares upon vesting of such Restricted Shares;
(d)requiring you to make a payment in cash by certified check acceptable to the Company or wire transfer; or
(e)any other method determined by the Company, and to the extent required by applicable laws or the Plan, approved by the Administrator.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering statutory withholding rates or other withholding rates, including maximum rates applicable in your jurisdiction(s), in which case you may receive a refund of any over-withheld amount in cash and will have no entitlement to the equivalent amount in Shares. If the obligation for Tax-Related Items is satisfied by withholding earned and vested Restricted Shares, you are deemed for tax purposes to have been issued the full number of earned and vested Restricted Shares notwithstanding that a number of the earned and vested Restricted Shares are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan.
9.Non-Solicitation Covenants.
(a)By accepting this Award, you hereby acknowledge and agree that (i) the Company has provided and will continue to provide you with access to confidential and proprietary information (“Confidential Information”) of the Company and its subsidiaries (the “Company Group”) for use only during your employment with the Company Group, (ii) the Company Group has entrusted you and will continue to entrust you, in your unique and special capacity, with developing the goodwill of the Company Group, and (iii) in consideration of the Company providing you with continued access to Confidential Information and as an express incentive for the Company to enter into this Agreement and grant you the Restricted Shares hereunder, you have voluntarily agreed to the non-solicitation covenants set forth in this Section 9. You agree and acknowledge that the limitations and restrictions set forth herein are reasonable in all respects, do not interfere with public interests, will not cause you undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s business, Confidential Information, goodwill and legitimate business interests. You further acknowledge and agree that you are receiving new consideration by entering into this Agreement that includes sufficient and independent consideration for the non-solicitation covenants set forth herein.


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(b)During the Restricted Period (defined below) you shall not, without the prior written approval of the Board of Directors of the Company, directly or indirectly, for yourself or on behalf of or in conjunction with any other person or entity of any nature:
(i)solicit, canvass, approach, encourage, entice or induce any customer, client, business partner or supplier of any member of the Company Group with whom or which you had contact on behalf of any member of the Company Group, or about whom or which you had access to Confidential Information, or for whom or which you had direct or indirect responsibility for on behalf of the Company Group to cease or lessen such customer’s, client’s, business partner’s or supplier’s business with any member of the Company Group; or
(ii)solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group.
For purposes of this Section 9, the “Restricted Period” means the period that begins on the Award Date and ends on the earliest of (x) the date that is twelve (12) months following the date on which you cease to be a Service Provider for any reason other than due to your involuntary termination by the Company Group without Cause, (y) the date that is twelve (12) months following the date on which all of the Restricted Shares covered by this Award have become fully vested, or (z) the date on which you cease to be a Service Provider due to your involuntary termination by the Company Group without Cause.
(c)Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in this Section 9, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing non-solicitation covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity.
(d)The non-solicitation covenants in this Section 9, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed.
(e)The covenants in this Section 9 are in addition to and complements (and does not replace or supersede) any obligation that you have to any member of the Company Group with respect to non-solicitation under any other written agreement between you and any member of the Company Group.
10.Minimum Holding Period. Unless otherwise determined by the Administrator or as provided in Section 11(c), no shares of Restricted Stock covered by this Award that become vested may be sold, exchanged, transferred or assigned, whether voluntarily or involuntarily, by you until the earlier of (a) the date that is twelve (12) months following the date that such shares of Restricted Stock became vested, and (b) the date that you cease to be an employee of the Company Group. The Company reserves the right to issue “stock transfer” instructions to its duly authorized transfer agent to ensure the Participant’s compliance with this Section 10.
11.Other Terms and Conditions.
(a)The Plan. The Agreement is further subject to the terms and provisions of the Plan. Only certain provisions of the Plan are described in the Agreement. As a condition to your receipt of this Award and the Restricted Shares covered hereby, you acknowledge and agree to the terms and conditions of the Agreement and the terms and provisions of the Plan, a copy of which you acknowledge receiving.


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(b)Employment/Service Relationship. Nothing in the Agreement will confer on you any right to continue in the employ or service of the Company or the Employer or interfere with or restrict rights of the Company or the Employer, which are hereby expressly reserved, to terminate your employment or service at any time.
(c)Claw-Back. The Restricted Shares, the Retained Dividends, and any proceeds, gains or other economic benefit actually or constructively received by you upon the resale of any Restricted Shares, shall be subject to the provisions of (i) the Company’s Policy for the Recovery of Erroneously Awarded Company (as the same may be amended or restated, the “Claw-Back Policy”) and (ii) any other policy adopted or implemented by the Company that provides for the claw-back, recoupment or recovery of compensation (an “Other Recovery Policy”), to the extent set forth in such Claw-Back Policy or Other Recovery Policy.
(d)Adjustments. The Restricted Shares will be subject to adjustment (including, without limitation, as to the number of Restricted Shares) in such manner as the Administrator, in its sole discretion, deems equitable and appropriate in connection with the occurrence of any of the events described in Section 4(c) of the Plan following the Award Date.
12.Nature of Grant. By accepting this Award, you acknowledge, understand and agree that:
(a)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
(b)the grant of the Restricted Shares to you is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of equity awards, or benefits in lieu of equity awards, even if equity awards have been granted to you in the past;
(c)all decisions with respect to future grants of equity awards, if any, will be at the sole discretion of the Company;
(d)you are voluntarily participating in the Plan;
(e)the Restricted Shares, and the value of and income from such Restricted Shares, are not intended to replace any pension rights, retirement benefits or other compensation;
(f)the Restricted Shares, and the value of and income from such Restricted Shares, are not part of normal or expected compensation or salary for any purpose;
(g)this Award and your participation in the Plan will not be interpreted to form an employment contract or other service relationship with the Company, the Employer or any Affiliate;
(h)the future value of the Restricted Shares is unknown and cannot be predicted with certainty; and
(i)no claim or entitlement to compensation or damages will arise from forfeiture of the Restricted Shares resulting from termination of your status as a Service Provider (for any reason whatsoever and whether or not in breach of applicable laws), and in consideration of the grant of this Award to which you are otherwise not entitled, you irrevocably agree to (i) never institute any such claim against the Company, the Employer or any of their respective Affiliates, (ii) waive your ability, if any, to bring any such claim against the Company, the Employer or any of their respective Affiliates, (iii) forever release the Company, the Employer and each of their respective Affiliates from any such claim, and (iv) execute any and all documents necessary, or reasonably requested by the Company, to request dismissal or withdrawal of any such claim that is allowed by a court of competent jurisdiction, in each case to the maximum extent permitted by applicable laws.
13.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the Restricted Shares. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.


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14.Data Privacy. You understand that the Company and the Employer hold certain personal information about you, including, but not limited to, your name, home address, email address, and telephone number, date of birth, social insurance number, or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company, details of all Restricted Shares or any other entitlement to shares of Stock awarded, canceled, exercised, vested, unvested or outstanding in your favor (your “Data”), for the exclusive purpose of implementing, administering and managing the Plan.
You understand that it will be necessary for your Data to be collected, used and transferred, in electronic or other form, as described in the Agreement and any other award documentation by and among, as applicable, the Employer, the Company and any Affiliate. Such processing will be for the exclusive purpose of implementing, administering and managing your participation in the Plan, and therefore for the performance of the Agreement. The provision of your Data is a contractual requirement. Without the provision of your Data, it will not be possible for the Company and/or the Employer to perform their obligations under the Agreement.

You understand that, in performing the Agreement, it will be necessary for:

•your Data to be transferred to a Company-designated Plan broker, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan;
•the Company, its Plan broker and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan, to receive, possess, use, retain and transfer your Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan; and
•your Data to be held only as long as is necessary to implement, administer and manage your participation in the Plan.
15.Compliance with Laws and Regulations. You will not require the Company to deliver any Restricted Shares or Retained Distributions and the Company will not be obligated to deliver any Restricted Shares or Retained Distributions if counsel to the Company determines that such delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which shares of Stock are listed or quoted. The Company will in no event be obligated to take any affirmative action in order to cause the delivery of any Restricted Shares and Retained Distributions to comply with any such law, rule, regulation or agreement.

16.Successors and Assigns. The Company may assign any of its rights under the Agreement. The Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer contained herein, the Agreement will be binding upon you and your heirs, executors, administrators, legal representatives, successors and assigns.

17.Governing Law; Jurisdiction; Severability. The Agreement is to be governed by and construed in accordance with the internal laws of the State of Texas, as such laws are applied to agreements between Texas residents entered into and to be performed entirely within Texas, excluding that body of laws pertaining to conflict of laws. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the Company and you evidenced by this grant or the Agreement, the Company and you hereby submit to and consent to the exclusive jurisdiction of the State of Texas and agree that such litigation will be conducted only in the courts of Harris County, Texas, or the federal courts for the United States for the Southern District of Texas, and no other courts, where this grant is made and/or to be performed. If any provision of the Agreement is determined by a court of law to be illegal or unenforceable, in whole or in part, that provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

18.Further Instruments. You agree to execute further instruments and to take further actions as may be reasonably necessary to carry out the purposes and intent of the Agreement.


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19.Administrator Authority. The Administrator has the power to interpret the Plan and the Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Shares or Retained Distributions have vested). All actions taken and all interpretations and determinations made by the Administrator will be final and binding upon you, the Company and all other interested persons. The Administrator will not be personally liable for any action, determination or interpretation made with respect to the Plan or the Agreement.

20.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

21.Headings. The captions and headings of the Agreement are included for ease of reference only and will be disregarded in interpreting or construing the Agreement. All references herein to Sections will refer to Sections of these Terms and Conditions, unless otherwise noted.

22.Waiver. You acknowledge that a waiver by the Company of breach of any provision of the Agreement will not operate or be construed as a waiver of any other provision of the Agreement, or of any subsequent breach by you or any other Participant.

23.Amendment. Notwithstanding any other provision hereof, this Agreement may be supplemented or amended from time to time as approved by the Administrator as contemplated by Section 23 of the Plan. Without limiting the generality of the foregoing, without your consent,

(a)this Agreement may be amended or supplemented from time to time as approved by the Administrator (i) to cure any ambiguity or to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, (ii) to add to the covenants and agreements of the Company for your benefit or surrender any right or power reserved to or conferred upon the Company in this Agreement, subject to any required approval of the Company’s shareholders, and provided, in each case, that such changes or corrections will not adversely affect your rights with respect to the Award evidenced hereby or (iii) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in the interpretation of, any law or governmental rule or regulation, including any applicable federal or state securities laws; and

(b)subject to any required action by the Board of Directors or the shareholders of the Company, the Award evidenced by this Agreement may be canceled by the Plan Administrator and a new Award made in substitution therefor, provided that the Award so substituted will satisfy all of the requirements of the Plan as of the date such new Award is made and no such action will adversely affect the Restricted Shares to the extent then earned and vested.

24.Entire Agreement. The Plan, these Terms and Conditions, the Grant Notice and your Employment Agreement (if applicable) constitute the entire agreement and understanding of the parties with respect to the subject matter of the Agreement, and supersede all prior understandings and agreements, whether oral or written, between the parties with respect to the specific subject matter hereof.

25.Notices. Unless the Company notifies the Grantee in writing of a different procedure or address, any notice or other communication to the Company with respect to this Agreement will be in writing and will be delivered personally or sent by first class mail, postage prepaid, to the address of the Company’s principal office. Unless the Company elects to notify you electronically pursuant to the online grant and administration program or via email, any notice or other communication to you with respect to this Agreement will be in writing and will be delivered personally, or will be sent by first class mail, postage prepaid, to your address as listed in the records of the Company or any Subsidiary of the Company on the Award Date, unless the Company has received written notification from you of a change of address.


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26.Construction.  References in this Agreement to “this Agreement” and the words “herein,” “hereof,” “hereunder” and similar terms include all Exhibits and Schedules appended hereto, including the Plan.  All references to “Sections” in this Agreement shall be to Sections of this Agreement unless explicitly stated otherwise.  The word “include” and all variations thereof are used in an illustrative sense and not in a limiting sense.    All decisions of the Administrator upon questions regarding the Plan or this Agreement will be conclusive.  Unless otherwise expressly stated herein, in the event of any inconsistency between the terms of the Plan and this Agreement, the terms of the Plan will control.  The headings of the sections of this Agreement have been included for convenience of reference only, are not to be considered a part hereof and will in no way modify or restrict any of the terms or provisions hereof.

27.Nonalienation of Benefits.  Except as provided in Section 7 and prior to the vesting of any Restricted Share, (a) no right or benefit under this Agreement will be subject to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same will be void, and (b) no right or benefit hereunder will in any manner be subjected to or liable for the debts, contracts, liabilities or torts of you or other person entitled to such benefits.

28.Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or the Agreement, if you are subject to Section 16 of the Exchange Act, then the Plan, the Restricted Shares and the Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable laws, the Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

29.Section 409A. Neither the Restricted Shares nor the Retained Distributions are intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any U.S. Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). However, notwithstanding any other provision of the Plan or the Agreement, if at any time the Administrator determines that the Restricted Shares or Retained Distributions (or any portion of any of the foregoing) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify you or any other person for failure to do so) to adopt such amendments to the Plan or the Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate either for the Restricted Shares and/or Retained Distributions to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

30.Counterparts. This Agreement may be executed in one or more counterparts, including by way of any electronic signature, subject to applicable law, each of which shall be deemed an original and all of which together shall constitute one instrument.

By signing the Grant Notice or otherwise accepting the Restricted Shares, you agree to be bound by terms of the Agreement and the Plan.


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EX-31.1 4 stel2025q110qex311.htm EX-31.1 Document

Exhibit 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Robert R. Franklin, Jr., certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Stellar Bancorp, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 25, 2025
/s/ Robert R. Franklin, Jr.
Robert R. Franklin, Jr.
Chief Executive Officer

EX-31.2 5 stel2025q110qex312.htm EX-31.2 Document

Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Paul P. Egge, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Stellar Bancorp, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 25, 2025
/s/ Paul P. Egge
Paul P. Egge
Chief Financial Officer

EX-32.1 6 stel2025q110qex321.htm EX-32.1 Document

Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 (AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
In connection with the Quarterly Report of Stellar Bancorp, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert R. Franklin, Jr., Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and operating results of the Company as of the dates and for the periods expressed in the Report.
IN WITNESS WHEREOF, the undersigned has executed this Certificate, effective as of April 25, 2025.
/s/ Robert R. Franklin, Jr.
Robert R. Franklin, Jr.
Chief Executive Officer

EX-32.2 7 stel2025q110qex322.htm EX-32.2 Document

Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 (AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)
In connection with the Quarterly Report of Stellar Bancorp, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul P. Egge, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and operating results of the Company as of the dates and for the periods expressed in the Report.
IN WITNESS WHEREOF, the undersigned has executed this Certificate, effective as of April 25, 2025.
/s/ Paul P. Egge
Paul P. Egge
Chief Financial Officer