---
schema_version: "secwatch.filing_event.v1"
accession: "0001473844-25-000021"
form_type: "8-K"
ticker: "STEL"
cik: "0001473844"
company_name: "Stellar Bancorp, Inc."
filed_at: "2025-03-04T23:59:59+00:00"
generated_at: "2026-05-25T13:45:50.976388+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Stellar Bancorp lowers special meeting threshold from 50% to 25% of outstanding shares

## Summary
- Board approved amended Bylaws effective Feb 26, 2025, reducing shareholder special meeting threshold to 25%.
- Shareholders may now call a special meeting with 25% of outstanding voting shares (previously 50%).
- Amendments also clarify that shareholders can amend Bylaws by majority vote, and Board may amend unless reserved to shareholders.

## SEC filing metadata
- accession: 0001473844-25-000021
- form_type: 8-K
- ticker: STEL
- cik: 0001473844
- company_name: Stellar Bancorp, Inc.
- filed_at: 2025-03-04T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1473844/000147384425000021/0001473844-25-000021-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1473844/000147384425000021/stel-20250226.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001473844-25-000021
- JSON: https://secwatch.observer/filing/0001473844-25-000021.json
- Plain text: https://secwatch.observer/filing/0001473844-25-000021.txt

## Key facts
- Governance Changes
  Stellar Bancorp, Inc.: The Board reduced the shareholder threshold to call a special meeting from 50% to 25% of outstanding voting shares, and amended provisions for amending bylaws by shareholders or the Board (effective 2025-02-26).
  - Change: bylaw amendment
  - Effective: 2025-02-26
  source text: On February 26, 2025, the Board of Directors (the “Board”) of Stellar Bancorp, Inc. (the “Company”) approved the amendment and restatement of the Company’s Bylaws (as so amended and restated, the “Bylaws”), which became effective upon approval. The Board approved amendments to the Bylaws to amend (i) Section 2.03 of the Bylaws to reduce the threshold for shareholders to call a special meeting of the shareholders from not less than 50% of the issued and outstanding shares of the Company entitled to vote at such special meeting to not less than 25% of the issued and outstanding shares of the Company entitled to vote at such special meeting, subject to the requirements and procedures set forth in the Bylaws; and (ii) Section 5.04 of the Bylaws to provide that (a) the shareholders of the Company may alter, amend, or repeal the Bylaws or may adopt new bylaws by the affirmative vote of the holders of a majority of the issued and outstanding shares of capital stock of the Company entitled to
  evidence_url: https://www.sec.gov/Archives/edgar/data/1473844/000147384425000021/0001473844-25-000021-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.