Item 1.02. Termination of a Material Definitive Agreement.

The information set forth in Item 2.01 is incorporated herein by reference.



On September 30, 2022, Allegiance terminated its Credit Agreement, dated as of
December 22, 2014 (as amended, restated, supplemented, or otherwise modified
prior to the Effective Time, the "Credit Agreement"), by and between Allegiance
and Prosperity Bank, as lender. As of September 30, 2022, there were no
borrowings outstanding under the revolving credit facility contemplated by the
Credit Agreement.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note is incorporated herein by reference.



On October 1, 2022, pursuant to the terms of the Merger Agreement, Allegiance
merged with and into CBTX, with CBTX continuing as the surviving entity in the
Merger. Immediately after the Merger, CBTX's wholly owned bank subsidiary,
CommunityBank of Texas, N.A., a national banking association ("CommunityBank of
Texas"), merged with and into Allegiance's wholly owned bank subsidiary,
Allegiance Bank, a Texas state banking association ("Allegiance Bank"), with
Allegiance Bank as the surviving entity (the "Bank Merger").

Subject to the terms and conditions set forth in the Merger Agreement, at the
effective time of the Merger (the "Effective Time"), each share of common stock,
par value $1.00 per share, of Allegiance ("Allegiance common stock") (except for
shares of Allegiance common stock owned by Allegiance or CBTX, which were
canceled in the Merger) was converted into the right to receive 1.4184 shares
(the "Exchange Ratio" and such shares, the "Merger Consideration") of common
stock, par value $0.01 per share, of Stellar Bancorp ("Stellar common stock").

At the Effective Time, each option to purchase shares of Allegiance common stock
fully vested and was converted into an option to purchase a number of shares of
Stellar common stock equal to the product of (1) the total number of shares of
Allegiance common stock subject to such option immediately prior to the
Effective Time multiplied by (2) the Exchange Ratio, with any fractional shares
rounded down to the next lower whole number of shares. Each such converted
option has an exercise price per share of Stellar common stock (rounded up to
the nearest whole cent) equal to (a) the per share exercise price for the shares
of Allegiance common stock subject to such option immediately prior to the
Effective Time divided by (b) the Exchange Ratio.

At the Effective Time, generally (1) each unvested performance share unit award
in respect of shares of Allegiance common stock fully vested to the extent
applicable performance goals have been achieved on a pro rata basis as of the
Effective Time and was converted into the right to receive the Merger
Consideration in respect of the applicable number of shares of Allegiance common
stock, except that each unvested performance unit award granted less than one
year prior to the closing date of the Merger was forfeited, and (2) each
outstanding Allegiance restricted stock award under Allegiance's equity
compensation plans vested and was converted into the right to receive the Merger
Consideration.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was previously filed with the SEC and is incorporated herein by reference as Exhibit 2.1 to this Current Report on Form 8-K.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.



On September 30, 2022, Allegiance notified The NASDAQ Stock Market LLC
("NASDAQ") that the Merger had been completed and requested that trading in
Allegiance common stock be halted prior to market open on October 3, 2022 and
that the listing of the Allegiance common stock be withdrawn. Allegiance has
also requested that NASDAQ file a notification on Form 25 with the SEC to report
the delisting of its shares from NASDAQ and to deregister its shares under

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Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Stellar Bancorp, as successor by merger to Allegiance, intends to file
with the SEC a Form 15 requesting the deregistration of the Allegiance common
stock under Section 12 of the Exchange Act and the suspension of its reporting
obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under the Introductory Note, Item 2.01 and Item 3.01 is incorporated into this Item 3.03 by reference.

Item 5.01. Changes in Control of Registrant.

The information set forth under the Introductory Note and Item 2.01 is incorporated into this Item 5.01 by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective upon the consummation of the Merger, Allegiance's directors and executive officers ceased serving in such capacities.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under the Introductory Note and Item 2.01 is incorporated into this Item 5.03 by reference.



At the Effective Time, the separate corporate existence of Allegiance ceased. As
a result of the Merger, CBTX's certificate of formation, as amended and restated
in accordance with the Merger Agreement, and bylaws, as amended in accordance
with the Merger Agreement, copies of which are included as Exhibits 3.1 and 3.2
hereto, respectively, and incorporated by reference herein, continued in effect
as the certificate of formation and bylaws of the combined company.

Item 8.01. Other Events.

On September 30, 2022, Allegiance and CBTX issued a joint press release announcing the completion of the Merger, a copy of which is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d)  Exhibits. The following are furnished as exhibits to this Current Report on
Form 8-K:

Exhibit Number         Description of Exhibit
                         Agreement and Plan of Merger, dated November 5, 2021, by and between
                       Allegiance Bancshares, Inc. and CBTX, Inc. (incorporated herein by reference to
2.1                    Exhibit 2.1 to the Company's Form 8-K filed on

November 12, 2021).


                         First Amendment, dated as of August 25, 2022, to

the Agreement and Plan of


                       Merger, dated as of November 5, 2021, by and between

CBTX, Inc. and Allegiance


                       Bancshares, Inc. (incorporated herein by reference to Exhibit 2.1 to the
2.2                    Company's Form 8-K filed on August 25, 20    2    2).
                         Second Amended and Restated Certificate of

Formation of CBTX, Inc.


                       (incorporated herein by reference to Exhibit 3.1 to Stellar Bancorp, Inc.'s
3.1                    Form 8-K, filed with the SEC on October 3, 2022

(File No. 001-38280)).


                         Bylaws of Stellar Bancorp, Inc. (incorporated

herein by reference to Exhibit


                       3.2 to Stellar Bancorp, Inc.'s Form 8-K filed with the SEC on October 3, 2022
3.2                    (File No. 001-38280)).
                         Press Release announcing the completion of the merger of Allegiance
99.1                   Bancshares, Inc. with and into CBTX, Inc, dated September 30, 2022.
104                    Cover Page Interactive Data File (embedded within

the Inline XBRL document)

* Schedules attached to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be furnished to the SEC upon request.

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