What is the per share merger consideration in the Prosperity–Stellar transaction?

The per share merger consideration consists of 0.3803 shares of Prosperity Bancshares common stock and $11.36 in cash for each former Stellar Bancorp common share. This combination of stock and cash was provided under the merger agreement’s terms.

Prosperity Bancshares (NYSE: PB) director awarded stock in Stellar merger

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Prosperity Bancshares director Joe B. Swinbank reported stock awards tied to the completion of the Stellar Bancorp merger. On July 1, 2026, each share of Stellar common stock was converted into the right to receive 0.3803 Prosperity common shares plus $11.36 in cash as merger consideration.

In connection with this transaction, Swinbank indirectly acquired 38,638 Prosperity shares through the JBS/STS Grandchildren's Trust and 23,241 shares through the Swinbank Family Limited Partnership, and directly acquired 64,877 shares. All entries are coded as grant or award acquisitions rather than open‑market purchases.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Swinbank Joe B

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	64,877	$0.00	--
Grant/Award	Common Stock	23,241	$0.00	--
Grant/Award	Common Stock	38,638	$0.00	--

Holdings After Transaction: Common Stock — 64,877 shares (Direct, null); Common Stock — 23,241 shares (Indirect, By Swinbank Family Limited Partnership)

Footnotes (1)

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Key Figures

Direct shares acquired: 64,877 shares Indirect shares via JBS/STS Grandchildren's Trust: 38,638 shares Indirect shares via Swinbank Family Limited Partnership: 23,241 shares +2 more

5 metrics

Direct shares acquired 64,877 shares Prosperity common stock, grant/award acquisition

Indirect shares via JBS/STS Grandchildren's Trust 38,638 shares Prosperity common stock, indirect ownership

Indirect shares via Swinbank Family Limited Partnership 23,241 shares Prosperity common stock, indirect ownership

Stock portion of merger consideration 0.3803 shares Prosperity shares per Stellar common share

Cash portion of merger consideration $11.36 Cash per Stellar common share

Key Terms

Agreement and Plan of Merger, Effective Time, Per Share Merger Consideration, restricted stock award, +1 more

5 terms

Agreement and Plan of Merger regulatory

"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.

Effective Time regulatory

"On July 1, 2026 (the "Effective Time"), upon and subject to the terms"

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"

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.

service-based vesting financial

"restricted stock award subject solely to service-based vesting, repurchase or other lapse restriction"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 10:28 AM Accepted by SEC EDGAR 07/01/2026 - 10:27 AM

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^*

Swinbank Joe B

(Last)

(First)

(Middle)

80 SUGAR CREEK CENTER BLVD.

(Street)

SUGAR LAND

TEXAS

77478

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2026		A		64,877⁽¹⁾	A	⁽¹⁾	64,877	D
Common Stock	07/01/2026		A		23,241⁽¹⁾	A	⁽¹⁾	23,241	I	By Swinbank Family Limited Partnership
Common Stock	07/01/2026		A		38,638⁽¹⁾	A	⁽¹⁾	38,638	I	By JBS/STS Grandchildren's Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

	/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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Prosperity Bancshares (PB) report for Joe B. Swinbank?

Prosperity Bancshares director Joe B. Swinbank reported receiving Prosperity common stock as grant or award acquisitions. These awards arose from the completion of the Stellar Bancorp merger and were not open-market purchases or sales of the company’s shares.

How many Prosperity Bancshares (PB) shares did Joe B. Swinbank acquire in this Form 4?

Joe B. Swinbank acquired 64,877 shares directly, 38,638 shares indirectly via the JBS/STS Grandchildren's Trust, and 23,241 shares indirectly via the Swinbank Family Limited Partnership. All were reported as grant or award acquisitions of Prosperity common stock.

How were Stellar Bancorp shares converted in the Prosperity Bancshares (PB) merger?

At the merger’s effective time, each share of Stellar Bancorp common stock was cancelled and converted into 0.3803 Prosperity Bancshares common shares plus $11.36 in cash. Together these components formed the per share merger consideration for former Stellar shareholders.

Were the Prosperity Bancshares (PB) shares in this Form 4 bought on the open market?

No, the reported Prosperity Bancshares shares were not open-market purchases. They are coded as grant, award, or other acquisitions, received in connection with completing the Stellar Bancorp merger rather than through discretionary buying or selling on the market.

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

Each outstanding Stellar Bancorp restricted stock award that was subject only to service-based vesting or lapse restrictions vested at the effective time. These awards were converted into the right to receive the same per share merger consideration as Stellar common stock holders.