STEL: 15-12G · acquisition merger
Stellar Bancorp, Inc. has filed a Form 15-12G to terminate its registration under Section 12(g) of the Securities Exchange Act of 1934 and suspend its duty to file reports. The filing confirms that Stellar Bancorp merged with and into Prosperity Bancshares, Inc. on July 1, 2026. Consequently, the separate corporate existence of Stellar Bancorp, Inc. has ended.
STEL: 8-K · acquisition merger
Stellar Bancorp, Inc. completed its merger with Prosperity Bancshares, Inc. on July 1, 2026, with Prosperity continuing as the surviving corporation. As a result of the transaction, Stellar Bank merged with and into Prosperity Bank. Shareholders of Stellar Common Stock received $11.36 in cash and 0.3803 shares of Prosperity Common Stock for each share held. The company also sold approximately $466.4 million of securities from its investment portfolio as part of a balance sheet repositioning strategy connected to the closing. Stellar requested that its common stock be suspended from trading and delisted from the New York Stock Exchange. Prosperity intends to file a Form 15 to deregister Stellar's securities and suspend its reporting obligations under the Exchange Act.
Allison Transmission Holdings Set to Join S&P MidCap 400 and Goodyear Tire & Rubber to Join S&P SmallCap 600
Allison Transmission Holdings will join the S&P MidCap 400 effective prior to the open of trading on July 6, 2026, replacing Goodyear Tire & Rubber. Goodyear will simultaneously move to the S&P SmallCap 600, replacing Stellar Bancorp, which is being removed due to its pending acquisition by Prosperity Bancshares expected to close July 1. Index inclusion typically generates passive buying pressure from funds and ETFs that replicate the S&P MidCap 400, potentially increasing liquidity and institutional ownership of ALSN.
Stellar Bancorp shareholders overwhelmingly approved the merger with Prosperity Bancshares, with 39.2 million votes cast in favor versus just 59,000 against. This decisive vote clears the final regulatory hurdle for the transaction, confirming that Stellar will merge into Prosperity and its shares will cease to trade on the NYSE. In a notable governance outcome, shareholders rejected the non-binding advisory vote on merger-related executive compensation. Approximately 40% of votes supported the compensation package while 60% opposed it, signaling shareholder dissatisfaction with the payout structure despite approving the deal itself. The merger agreement, originally dated January 27, 2026, will now proceed to closing. Stellar's CFO Paul P. Egge signed the current report, formalizing the submission of these voting results to the SEC.
Stellar Bancorp filed an 8-K providing supplemental disclosures regarding its pending merger with Prosperity Bancshares, responding to three shareholder lawsuits alleging disclosure deficiencies in the proxy statement. The filing reveals that Stellar’s CEO had previously engaged in discussions with three other unnamed regional banks (Company B, C, and D) regarding potential business combinations before selecting Prosperity as the acquirer. The supplemental disclosures include detailed financial analysis metrics, such as price-to-tangible book value multiples and EPS accretion/dilution estimates, which were previously omitted or summarized in the proxy statement. KBW, the financial advisor, is estimated to receive a total fee of $23.8 million for its services, with $2 million already paid and the remainder contingent on closing. The merger remains scheduled for a shareholder vote on May 27, 2026, with the SEC having declared the registration statement effective on April 21, 2026. Stellar and Prosperity maintain that the litigation claims are without merit but issued the supplement to avoid delays or adverse effects on the transaction.
Stellar Bancorp, Inc. Announces Quarterly Dividend
Stellar Bancorp declared a quarterly cash dividend of $0.15 per share of common stock. The dividend is payable on June 26, 2026, to shareholders of record as of June 15, 2026. This is a routine maintenance of the existing dividend policy for the Houston-based bank holding company.
Are STEL, BCO, SEM, NATL Obtaining Fair Deals for their Shareholders?
Halper Sadeh LLC is investigating The Brink's Company concerning potential violations of federal securities laws related to its proposed merger with NCR Atleos Corporation. The law firm is examining whether the transaction, which would leave Brink's shareholders with approximately 78% of the combined company, provides fair value to investors. Shareholders are encouraged to contact the firm to discuss their rights and options at no cost or obligation.
Stellar Bancorp, Inc. announced that it has received all necessary regulatory approvals for its proposed merger with Prosperity Bancshares, Inc. The Federal Reserve Bank of Dallas, the Federal Deposit Insurance Corporation, and the Texas Department of Banking have all approved the transaction. A special meeting of Stellar shareholders is scheduled for May 27, 2026, to vote on the merger agreement. The companies expect the merger to be completed on or about July 1, 2026, subject to the shareholder vote and other customary closing conditions.
