Prosperity Bancshares (PB) director receives 5,340 shares in Stellar merger

Rhea-AI Filing Summary

Prosperity Bancshares director William T. Luedke IV acquired 5,340 shares of Prosperity common stock as a grant or award, with no purchase price, in connection with the merger of Prosperity and Stellar Bancorp. Following this transaction, he directly holds 29,949 Prosperity shares.

The shares were received at the merger’s Effective Time, when each Stellar common share was cancelled and converted into the right to receive 0.3803 Prosperity common shares plus $11.36 in cash per share. Stellar service-based restricted stock awards vested and were converted into the same per-share merger consideration.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider LUEDKE WILLIAM T. IV

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,340	$0.00	--

Holdings After Transaction: Common Stock — 29,949 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares acquired: 5,340 shares Post-transaction holdings: 29,949 shares Exchange ratio: 0.3803 shares +1 more

4 metrics

Shares acquired 5,340 shares Common Stock grant/award on July 1, 2026

Post-transaction holdings 29,949 shares Total Prosperity common shares held directly after award

Exchange ratio 0.3803 shares Prosperity shares per Stellar common share in merger

Cash per Stellar share $11.36 Cash component of Per Share Merger Consideration

Key Terms

Agreement and Plan of Merger, Per Share Merger Consideration, Effective Time, restricted stock award

4 terms

Agreement and Plan of Merger financial

"Acquired in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of January 27, 2026..."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Per Share Merger Consideration financial

"together, the "Per Share Merger Consideration"), and (ii) each outstanding Stellar restricted stock award..."

Effective Time financial

"On July 1, 2026 (the "Effective Time"), upon and subject to the terms and conditions set forth in the merger agreement..."

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

restricted stock award financial

"each outstanding Stellar restricted stock award subject solely to service-based vesting, repurchase or other lapse restriction vested..."

A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 10:33 AM Accepted by SEC EDGAR 07/01/2026 - 10:33 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LUEDKE WILLIAM T. IV

(Last) (First) (Middle)

4295 SAN FELIPE

(Street)

HOUSTON TEXAS 77027

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
PROSPERITY BANCSHARES INC [ PB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2026		A		5,340(1)	A	(1)	29,949	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Acquired in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of January 27, 2026, by and between Prosperity Bancshares, Inc., a Texas corporation ("Prosperity") and Stellar Bancorp, Inc., a Texas corporation ("Stellar"). On July 1, 2026 (the "Effective Time"), upon and subject to the terms and conditions set forth in the merger agreement, (i) each share of Stellar's common stock, par value $0.01 per share, outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive (a) 0.3803 shares of common stock, par value $1.00 per share, of Prosperity and (b) an amount in cash equal to $11.36 ((a) and (b) together, the "Per Share Merger Consideration"), and (ii) each outstanding Stellar restricted stock award subject solely to service-based vesting, repurchase or other lapse restriction vested and was converted into the right to receive (without interest) the Per Share Merger Consideration.

Remarks:

Exhibit 24 Power of Attorney attached herewith.

	/s/ Charlotte M. Rasche, Attorney in Fact	07/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Prosperity Bancshares (PB) director William T. Luedke IV report in this Form 4?

William T. Luedke IV reported receiving 5,340 shares of Prosperity Bancshares common stock as a grant or award. The shares were acquired at no purchase price in connection with the completion of Prosperity’s merger with Stellar Bancorp.

How many Prosperity Bancshares (PB) shares does William T. Luedke IV hold after this transaction?

After the reported acquisition, William T. Luedke IV directly holds 29,949 shares of Prosperity Bancshares common stock. This figure reflects his updated ownership position immediately following receipt of 5,340 merger-related award shares.

How were Stellar Bancorp shareholders compensated in the Prosperity Bancshares (PB) merger?

Each Stellar Bancorp common share was converted into the right to receive 0.3803 shares of Prosperity Bancshares common stock plus $11.36 in cash. This combined stock-and-cash package is described as the Per Share Merger Consideration in the merger agreement.

What happened to Stellar Bancorp restricted stock in the Prosperity Bancshares (PB) merger?

Each outstanding Stellar restricted stock award subject solely to service-based vesting vested at the merger’s Effective Time. Those vested awards were then converted into the right to receive the same Per Share Merger Consideration of Prosperity stock and cash, without interest.

Does the Form 4 for Prosperity Bancshares (PB) show an open-market purchase or sale?

The Form 4 reports a grant or award acquisition coded as transaction type “A,” not an open-market trade. Luedke received 5,340 shares at a reported price of $0.00 per share in connection with the Prosperity–Stellar merger completion.