EXPLANATORY NOTE
DEREGISTRATION OF UNSOLD SECURITIES
Allegiance Bancshares, Inc., a Texas corporation (the “Registrant”), is filing these post-effective amendments (these “Post-Effective Amendments”) to the following Registration Statements on Form S-8 (the “Registration Statements”), which have been previously filed with the Securities and Exchange Commission (the “SEC”), to deregister any and all shares of the Registrant’s common stock, par value $1.00 per share (“Common Stock”), registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof:
•Registration Statement File No. 333-207342, filed with the SEC on October 8, 2015, registering (i) 394,044 shares reserved for issuance pursuant to grants, options or awards under the Allegiance Bancshares, Inc. 2015 Amended and Restated Stock Awards and Incentive Plan, (ii) 18,530 shares of common stock subject to restrictions pursuant to restricted stock awards granted prior to the date hereof under the Allegiance Bancshares, Inc. 2015 Amended and Restated Stock Awards and Incentive Plan, the restrictions on which have not lapsed and (iii) 947,437 shares of common stock issuable upon the exercise of outstanding time-based options granted prior to the date hereof under the Allegiance Bancshares, Inc. 2015 Amended and Restated Stock Awards and Incentive Plan;
•Registration Statement File No. 333-218732, filed with the SEC on June 14, 2017, registering 440,000 shares of Common Stock issuable under the Allegiance Bancshares, Inc. 2015 Amended and Restated Stock Awards and Incentive Plan;
•Registration Statement File No. 333-228119, filed with the SEC on November 1, 2018, registering 299,352 shares of Common Stock issuable under the Post Oak Bancshares, Inc. Stock Option Plan;
•Registration Statement File No. 333-231141, filed with the SEC on April 30, 2019, registering 100,000 shares of Common Stock issuable under the Allegiance Bancshares, Inc. 2019 Amended and Restated Employee Stock Purchase Plan; and
•Registration Statement File No. 333-231142, filed with the SEC on May 1, 2019, registering 1,300,000 shares of Common Stock issuable under the Allegiance Bancshares, Inc. 2019 Amended and Restated Stock Awards and Incentive Plan.
Pursuant to the Agreement and Plan of Merger, dated as of November 5, 2021, by and between the Registrant and CBTX, Inc., a Texas corporation (“CBTX”), the Registrant merged with and into CBTX (the “Merger”), with CBTX continuing as the surviving corporation and as the successor in interest to the Registrant following the Merger and renamed Stellar Bancorp, Inc. The Merger became effective on October 1, 2022.
In connection with the Merger, any and all offerings of Common Stock pursuant to the Registration Statements have been terminated. The Registrant, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements and removes from registration any and all shares of Common Stock registered but unsold or otherwise unissued under the Registration Statements as of the date hereof. This filing is made in accordance with an undertaking made by the Registrant in each Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered but remain unsold at the termination of the offering.