CBTX, INC. : Other Events, Financial Statements and Exhibits (Form 8-K)

Section 8.01 Other Events.

On May 17, 2022, CBTX, Inc. (the “Company”) issued a press release announcing that Stellar Bancorp, Inc. will be the name of the combined company and Stellar Bank will be the name of the combined bank which will be created by the merger of equals between the Company and Allegiance Bancshares, Inc. (“Allegiance”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference, including the caveat regarding forward-looking statements.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits.



Exhibit Number                     Description of Exhibit

  99.1             Joint Press Release, dated May 17, 2022.

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Forward-Looking Statements

Certain statements contained in this communication that are not historical in nature are intended to be, and are hereby identified as, “forward-looking statements” for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended.

These statements include, but are not limited to, statements about the benefits of the Company’s proposed merger with Allegiance, including future financial and operating results (including the expected impact of the transaction on earnings and the Company’s and Allegiance’s respective book values), statements relating to the expected timing of the completion of the merger, the combined company’s plans, objectives, expectations and intentions, and other statements that are not not historical facts. Forward-looking statements can be identified by words such as “may”, “will”, “should”, “anticipate”, “anticipate”, “intend”, “anticipate”, “expect”, “believes”, “estimates”, “potential”, or “continues” or the negatives of these terms or other comparable terms.

All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company or Allegiance to differ materially from the results expressed or implied by such forward-looking statements. . These factors include, among others: the risk that the cost savings and any revenue synergies resulting from the merger may not be fully realized or may take longer than expected to be realized; disruption of the parties’ businesses due to the announcement and expectation of the merger; the occurrence of any event, change or other circumstance that may cause the Merger Agreement to be terminated; the risk that the integration of each party’s operations will be materially delayed or be more costly or more difficult than anticipated or that the parties will otherwise be unable to successfully integrate each party’s business into the business of the other ; failure to obtain necessary approvals by shareholders of Allegiance or the Company; the amount of costs, fees, costs and charges relating to the merger; the ability of Allegiance and the Company to obtain required governmental approvals for the merger (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction); reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the merger; failure to satisfy the closing conditions of the Merger Agreement or any unforeseen delay in closing the Merger; the possibility that the merger will be more costly to complete than expected, including due to unexpected factors or events; dilution caused by the issuance by the Company of additional shares of its common stock in connection with the merger; general competitive, economic, political and market conditions; and other factors that could affect the future results of the Company and Allegiance, including changes in asset quality and credit risk; failure to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customers’ borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Board of Governors of Federal Reserve System, Federal Deposit Insurance Corporation and Office of the Comptroller of the Currency and legislative and regulatory actions and reforms; and other risks, uncertainties and factors which are discussed from time to time in the Company’s reports and documents filed with the Security and Exchange Commission (“SECOND”).

Other factors that could affect the Company’s future results are contained in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, in each case filed with the SECOND and available on the DRY website at https://www.sec.gov.

The Company disclaims any obligation and does not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal law. securities laws. Because forward-looking statements involve significant risks and uncertainties, caution should be exercised not to place undue reliance on such statements.

Merger Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

In connection with the proposed merger, the Company has filed a registration statement on Form S-4 (registration number 333-262322) with the SECOND to register the common shares of the Company that will be issued to shareholders of Allegiance in connection with the merger. The registration statement on Form S-4, as amended, has been declared effective by the SECOND on April 7, 2022. The registration statement includes a proxy statement/joint prospectus and other relevant documents in connection with the proposed merger. The Company and Allegiance began mailing the definitive proxy statement/joint prospectus to their respective shareholders on or about April 15, 2022.

WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR FILE WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ALLEGIANCE, THE COMPANY AND THE PROPOSED MERGER.

Investors and securityholders may obtain free copies of these documents and other documents filed with the SECOND by Allegiance or the Company through the website maintained by the SECOND at https://www.sec.gov. Documents filed with the
SECOND by the Company are available free of charge by accessing the Company’s website at www.communitybankoftx.com under “Investor Relations” or, alternatively, by making a request by mail or telephone to CBTX, Inc., 9 Greenway Squareoffice 110, Houston, TX 77046, Attn: Investor Relations, (713) 210-7600, and filings with the SECOND by Allegiance are available free of charge by accessing the Allegiance website at www.allegiancebank.com under “Investor Relations” or, alternatively, by sending a request by mail or telephone to Allegiance Bancshares, Inc. , 8847 West Sam Houston ParkwayN., Suite 200, Houston, TX 77040, (281) 894-3200.

Participants in the solicitation

The Company, Allegiance and certain of their respective directors and officers may be considered participants in the solicitation of proxies from shareholders of the Company and Allegiance in connection with the proposed merger. Certain information regarding the interests of such participants and a description of their direct or indirect interests, through securities holdings or otherwise, are included in the proxy statement/prospectus relating to the proposed merger. Additional information about the directors and executive officers of the Company and their ownership of common stock of the Company is set forth in the Company’s Annual Report on Form 10-K, filed with the SECOND on
February 25, 2022. Additional information about the directors and executive officers of Allegiance and their ownership of Allegiance common stock is set forth in Allegiance’s proxy statement for its annual meeting of shareholders, filed with the SECOND on March 10, 2022. These documents can be obtained free of charge from the sources described above.

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