STOCK TITAN

Prosperity Bancshares (PB) EVP granted 950 shares as Stellar merger consideration

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Prosperity Bancshares EVP and General Counsel Charlotte M. Rasche reported an acquisition of common stock mainly tied to Prosperity’s merger with Stellar Bancorp. She received 950 shares of Prosperity common stock at no cost as a grant or award in connection with the merger consideration structure.

After this award, Rasche directly holds 61,567 shares of Prosperity common stock and indirectly holds 8,686 shares through the Prosperity Bancshares 401(k) plan, which includes 88 shares acquired in the 401(k) since her prior filing.

Positive

  • None.

Negative

  • None.
Insider Rasche Charlotte M
Role EVP and General Counsel
Type Security Shares Price Value
Grant/Award Common Stock 950 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 61,567 shares (Direct, null); Common Stock — 8,686 shares (Indirect, Through 401(k) plan)
Footnotes (1)
  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. Includes 88 shares acquired through the Prosperity Bancshares, Inc. 401(k) plan since the last filing by the reporting person.
Awarded shares 950 shares Grant/award acquisition of Prosperity common stock
Direct holdings after transaction 61,567 shares Prosperity common stock held directly by Rasche
Indirect 401(k) holdings 8,686 shares Prosperity common stock held through 401(k) plan
New 401(k) shares since last filing 88 shares Additional shares acquired via 401(k) contributions
Share exchange ratio 0.3803 shares Prosperity shares per Stellar share in merger
Cash component per Stellar share $11.36 Cash portion of Per Share Merger Consideration
Agreement and Plan of Merger regulatory
"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"
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.
401(k) plan financial
"Includes 88 shares acquired through the Prosperity Bancshares, Inc. 401(k) plan since the last filing"
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Rasche Charlotte M

(Last)(First)(Middle)
80 SUGAR CREEK CENTER BOULEVARD

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP and General Counsel
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/01/2026A950(1)A(1)61,567D
Common Stock8,686(2)IThrough 401(k) plan
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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.
2. Includes 88 shares acquired through the Prosperity Bancshares, Inc. 401(k) plan since the last filing by the reporting person.
/s/ Charlotte M. Rasche07/01/2026
** Signature of Reporting PersonDate
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) EVP Charlotte Rasche report in this Form 4?

Charlotte Rasche reported acquiring 950 shares of Prosperity common stock as a grant or award tied to the Stellar merger, leaving her with 61,567 shares directly and 8,686 shares indirectly through the company’s 401(k) plan.

How many Prosperity Bancshares (PB) shares does Charlotte Rasche hold after the reported transactions?

After the reported transactions, Charlotte Rasche holds 61,567 Prosperity common shares directly and 8,686 shares indirectly via the company’s 401(k) plan, according to the filing’s post-transaction ownership figures.

What is the merger consideration structure involving Prosperity Bancshares (PB) and Stellar Bancorp?

Each Stellar Bancorp share was converted into 0.3803 Prosperity common shares plus $11.36 in cash, together defined as the Per Share Merger Consideration, upon consummation of the merger between Prosperity and Stellar.

How were Stellar Bancorp restricted stock awards treated in the Prosperity Bancshares (PB) merger?

Each Stellar restricted stock award subject solely to service-based vesting or similar restrictions vested at the merger’s effective time and was converted into the right to receive the same Per Share Merger Consideration as regular Stellar common shares.

What does the Form 4 say about Charlotte Rasche’s 401(k) holdings in Prosperity Bancshares (PB)?

The Form 4 notes that Rasche indirectly owns 8,686 Prosperity shares through the company’s 401(k) plan, including 88 additional shares accumulated in the 401(k) since her previous ownership filing.