Stellar Bancorp Inc 2025年度报告

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 of1934 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 filingrequirements for the past 90 days. YesSNo☐ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405of 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).YesSNo☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.£ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report. YesSNo£ If securities are registered pursuant to Section 12(b) of the Act, indicated by check mark whether the financial statements of the registrant included inthe filing reflect a correction of an error in previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recover period pursuant to §240.1D-1(b).£ The aggregate market value of the shares of common stock held by non-affiliates based on the closing price per share of the registrant’s commonstock as reported on the New York Stock Exchange on June 30, 2025 was approximately $1.30billion. As of February 24, 2026, there were 50,772,216 shares of the registrant’s common stock, $0.01 par value, outstanding. Documents Incorporated by Reference: Portions of the Proxy Statement relating to the 2026 Annual Meeting of Shareholders of Stellar Bancorp, Inc., which will be filed within 120 daysafter December31, 2025, are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K. STELLAR BANCORP, INC.2025 ANNUAL REPORT ON FORM 10-K Item 1.Business1Item 1A.Risk Factors15Item 1B.Unresolved Staff Comments37Item 1C.Cybersecurity37Item 2.Properties39Item 3.Legal Proceedings39Item 4.Mine Safety Disclosures39 Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecurities39Item 6.[Reserved]41Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations42Item 7A.Quantitative and Qualitative Disclosures about Market Risk66Item 8.Financial Statements and Supplementary Data66Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure66Item 9A.Controls and Procedures66Item 9B.Other Information67Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections67 Item 10.Directors, Executive Officers and Corporate Governance67Item 11.Executive Compensation67Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters67Item 13.Certain Relationships and Related Transactions, and Director Independence67Item 14.Principal Accounting Fees and Services68 PART I Except where the context otherwise requires or where otherwise indicated in this Annual Report on Form 10-K 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 ownedbanking subsidiary, Stellar Bank, a Texas banking association, and the term or the “Bank” refers to Stellar Bank. ITEM 1. BUSINESS The disclosures set forth in this item are qualified by “Item 1A. Risk Factors,” the section captioned “Cautionary Notice RegardingForward-Looking Statements” in the forepart of this report, “Item 7. Management’s Discussion and Analysis of Financial Condition andResults of Operations—Cautionary Notice Regarding Forward-Looking Statements” and other cautionary statements set forth elsewhere inthis Annual Report on Form 10-K. General The Company is a Texas corporation and registered bank holding company headquartered in Houston, Texas. On January 27, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ProsperityBancshares,