Stellar Bancorp (STEL) director exits shares as merger pays stock plus $11.36

Rhea-AI Filing Summary

Stellar Bancorp, Inc. director Cynthia A. Dopjera reported returning all her common stock to the company in connection with its merger into Prosperity Bancshares, Inc. At the effective time of the merger, each Stellar share was cancelled and converted into the right to receive 0.3803 shares of Prosperity common stock plus $11.36 in cash per share.

The filing shows dispositions of 538 shares held through the Cynthia A. Dopjera Living Trust and 10,895 shares held directly, leaving zero Stellar shares reported after the transaction. These changes reflect the completion of the merger and the automatic conversion of Stellar equity into the agreed stock-and-cash merger consideration.

Insights

Bank M&A and capital markets analyst

The Form 4 records merger-driven share cancellation and conversion.

The transactions show Cynthia A. Dopjera, a director of Stellar Bancorp, disposing of all reported common shares—both directly held and in a living trust—back to the issuer. This occurs at the merger’s effective time under a pre-agreed merger agreement.

The footnote explains that each Stellar share is cancelled and converted into the right to receive 0.3803 Prosperity Bancshares common shares plus $11.36 cash per share. This is a mechanical outcome of the merger closing rather than a discretionary trade, so it mainly documents the equity conversion terms already embedded in the merger agreement.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Dopjera Cynthia A

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	10,895	$0.00	--
Disposition	Common Stock	538	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By Cynthia A. Dopjera Living Trust)

Footnotes (1)

1. [object Object]

Key Figures

Indirect shares disposed: 538 shares Direct shares disposed: 10,895 shares Total Stellar shares after transaction: 0 shares +2 more

5 metrics

Indirect shares disposed 538 shares Common Stock, held by Cynthia A. Dopjera Living Trust, code D disposition

Direct shares disposed 10,895 shares Common Stock, direct holding, code D disposition

Total Stellar shares after transaction 0 shares Total shares following transaction for each reported holding line

Stock merger consideration 0.3803 shares Prosperity common stock received per Stellar common share

Cash merger consideration $11.36 per share Per Share Cash Merger Consideration for each Stellar common share

Key Terms

Agreement and Plan of Merger, Effective Time, Exchange Ratio, Per Share Cash Merger Consideration, +1 more

5 terms

Agreement and Plan of Merger financial

"transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), 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 financial

"On July 1, 2026 (the "Effective Time"), upon consummation of the transactions"

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.

Exchange Ratio financial

"to receive (i) 0.3803 shares of common stock (the "Exchange Ratio"), par value"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

Per Share Cash Merger Consideration financial

"and (ii) an amount in cash equal to $11.36 (the "Per Share Cash Merger Consideration")"

Per Share Merger Consideration financial

"((i) and (ii) together, the "Per Share Merger Consideration")."

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FAQ

What did Cynthia A. Dopjera report in this Form 4 for Stellar Bancorp (STEL)?

Cynthia A. Dopjera reported disposing of all her Stellar Bancorp common stock, both directly held and in a living trust, back to the issuer. The dispositions occurred at the merger’s effective time and reflect automatic share cancellation and conversion under the merger agreement.

How many Stellar Bancorp (STEL) shares were disposed of in this filing?

The filing shows 538 Stellar Bancorp common shares disposed from the Cynthia A. Dopjera Living Trust and 10,895 shares disposed from direct holdings. After these merger-related dispositions, the reported Stellar common stock holdings are zero, indicating all recorded shares were converted in the transaction.

Why were Cynthia A. Dopjera’s Stellar Bancorp (STEL) shares cancelled?

Her shares were cancelled because Stellar Bancorp completed a merger with Prosperity Bancshares at the effective time specified in the merger agreement. Under that agreement, every outstanding Stellar share was cancelled and converted into a mix of Prosperity stock and cash as merger consideration.

What consideration did Stellar Bancorp (STEL) shareholders receive in the Prosperity merger?

Each outstanding Stellar Bancorp common share was converted into the right to receive 0.3803 shares of Prosperity common stock plus $11.36 in cash. Together, these amounts are defined as the per share merger consideration in the merger agreement governing the transaction.

Are the dispositions in this Stellar Bancorp (STEL) Form 4 open-market sales?

No. The Form 4 uses transaction code D, described as a disposition to the issuer, tied to the merger’s effective time. The shares were cancelled and converted under the merger agreement rather than sold in open-market transactions on an exchange.

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

X

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^*

Dopjera Cynthia A

(Last) (First) (Middle)

9 GREENWAY PLAZA, SUITE 110

(Street)

HOUSTON TEXAS 77046

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Stellar Bancorp, Inc. [ STEL ]

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		D		10,895	D	$0(1)	0	D
Common Stock	07/01/2026		D		538	D	$0(1)	0	I	By Cynthia A. Dopjera Living 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On July 1, 2026 (the "Effective Time"), upon consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 27, 2026, by and between Prosperity Bancshares, Inc., a Texas corporation ("Prosperity") and Stellar Bancorp, Inc., a Texas corporation (the "Company"), and subject to the terms and conditions set forth in the Merger Agreement, each share of the Company's common stock, par value $0.01 per share, ("Company Common Stock") outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive (i) 0.3803 shares of common stock (the "Exchange Ratio"), par value $1.00 per share, of Prosperity ("Prosperity Common Stock") and (ii) an amount in cash equal to $11.36 (the "Per Share Cash Merger Consideration") ((i) and (ii) together, the "Per Share Merger Consideration").

	/s/ Justin M. Long, 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)