Stellar Bancorp, Inc. — Director's Dealing 2022

Oct 5, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Stellar Bancorp, Inc. (STEL)
CIK: 0001473844
Period of Report: 2022-10-01

Reporting Person: Akin Okan I. (Senior Executive VP, CRO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-10-01	Common Stock	A	36216	—	Acquired	36216	Direct
2022-10-01	Common Stock	F	2065	—	Disposed	34151	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-10-01	Employee Stock Option (right to buy)	$14.11	A	23935	Acquired	2024-01-23	Common Stock (23935)	Direct

Footnotes

F1: Shares received in exchange for shares of Allegiance Bancshares, Inc. ("Allegiance"). On October 1, 2022, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), Allegiance merged with and into Stellar Bancorp, Inc., formerly CBTX, Inc. ("Stellar"), with Stellar as the surviving entity (the "Merger"). Pursuant to the Merger Agreement, each issued and outstanding share of Allegiance common stock was converted into the right to receive 1.4184 shares of Stellar common stock (the "Exchange Ratio").

F2: Represents shares withheld to satisfy tax liability for vesting of restricted shares of common stock in connection with the closing of the Merger.

F3: Currently exercisable.

F4: Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding option to purchase Allegiance common stock fully vested and was automatically converted into an option to purchase a number of shares of Stellar common stock equal to the number of shares of Allegiance common stock subject to such option multiplied by the Exchange Ratio, and having a per share exercise price equal to the per share exercise price for shares of Allegiance common stock subject to such option divided by the Exchange Ratio.