Prosperity Bancshares (NYSE: PB) vice chair awarded 132K shares in Stellar merger

Rhea-AI Filing Summary

Prosperity Bancshares, Inc. vice chairman Robert R. Franklin Jr. acquired 132,392 shares of common stock as a grant/award. The shares were received at no stated price in connection with the consummation of a merger between Prosperity Bancshares, Inc. and Stellar Bancorp, Inc.

At the effective time of the merger on July 1, 2026, each share of Stellar’s common stock was converted into 0.3803 Prosperity common shares plus $11.36 in cash as per the defined Per Share Merger Consideration. Following this transaction, Franklin directly holds 132,392 Prosperity common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Franklin Robert R Jr

Role Vice Chairman

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	132,392	$0.00	--

Holdings After Transaction: Common Stock — 132,392 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares acquired: 132,392 shares Transaction price per share: $0.00 per share Shares held after transaction: 132,392 shares +3 more

6 metrics

Shares acquired 132,392 shares Common stock grant/award acquisition on July 1, 2026

Transaction price per share $0.00 per share Grant/award received at no stated price

Shares held after transaction 132,392 shares Direct ownership following the Form 4 transaction

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

Cash portion of merger consideration $11.36 per share Cash paid per Stellar common share at effective time

Merger effective date July 1, 2026 Effective Time of Prosperity–Stellar merger

Key Terms

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

4 terms

Agreement and Plan of Merger regulatory

"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.

Effective Time regulatory

"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.

Per Share Merger Consideration financial

"((a) and (b) 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.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 10:26 AM Accepted by SEC EDGAR 07/01/2026 - 10:26 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^*

Franklin Robert R Jr

(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
X	Officer (give title below)		Other (specify below)
	Vice Chairman

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		132,392(1)	A	(1)	132,392	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.

	/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 insider transaction did Prosperity Bancshares (PB) report for Robert R. Franklin Jr.?

Prosperity Bancshares reported that vice chairman Robert R. Franklin Jr. acquired 132,392 shares of common stock. The shares were received at no stated price as part of the merger with Stellar Bancorp, rather than through an open-market purchase.

How many Prosperity Bancshares (PB) shares does Robert R. Franklin Jr. hold after this Form 4?

After the reported transaction, Robert R. Franklin Jr. directly holds 132,392 shares of Prosperity Bancshares common stock. This entire position reflects shares acquired in connection with the Prosperity–Stellar Bancorp merger completed on July 1, 2026.

Was the Prosperity Bancshares (PB) insider transaction a market purchase or a merger-related award?

The insider transaction was a merger-related grant or award, not a market purchase. Franklin’s 132,392 shares were acquired in connection with the closing of the merger between Prosperity Bancshares, Inc. and Stellar Bancorp, Inc. under the merger agreement terms.

What were Stellar Bancorp shareholders entitled to receive in the Prosperity Bancshares merger?

Each Stellar Bancorp common share was converted into 0.3803 Prosperity Bancshares common shares plus $11.36 in cash. This combined stock-and-cash package, defined as the Per Share Merger Consideration, was provided upon the merger’s effective time on July 1, 2026.

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

Each Stellar Bancorp restricted stock award subject solely to service-based conditions vested at the effective time. These vested awards were then converted into the right to receive the same Per Share Merger Consideration of Prosperity shares plus cash, without interest.