Stellar Bancorp director reports merger share disposition
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
4
Rhea-AI Filing Summary
Stellar Bancorp, Inc. director Joe Penland Sr reported that, at the merger Effective Time on July 1, 2026, all of his Stellar common shares were cancelled and converted into merger consideration from Prosperity Bancshares, Inc. The Form 4 shows dispositions to the issuer of several large blocks of common stock held both directly and indirectly, including shares held by Tram Road Partners LP, Penland Foundation and Quality Mat Company. Each share of Stellar common stock was converted into the right to receive 0.3803 shares of Prosperity common stock plus $11.36 in cash per share under the Agreement and Plan of Merger.
Insider Trade Summary
Disposition: 1,541,126 shares
Disposition
4 txns
Insider
Penland Joe Sr
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 585,320 | $0.00 | $0.00 |
| Disposition | Common Stock | 4,000 | $0.00 | $0.00 |
| Disposition | Common Stock | 227,170 | $0.00 | $0.00 |
| Disposition | Common Stock | 724,636 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By Quality Mat Company);
Common Stock — 0 shares (Indirect, By Penland Foundation);
Common Stock — 0 shares (Indirect, By Tram Road Partners LP)
Footnotes (1)
- F1. 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").
Key Figures
Disposition by Tram Road Partners LP: 724,636 shares
Disposition by Penland Foundation: 227,170 shares
Disposition by Quality Mat Company: 4,000 shares
+3 more
6 metrics
Disposition by Tram Road Partners LP
724,636 shares
Common Stock, disposition to issuer on July 1, 2026
Disposition by Penland Foundation
227,170 shares
Common Stock, disposition to issuer on July 1, 2026
Disposition by Quality Mat Company
4,000 shares
Common Stock, disposition to issuer on July 1, 2026
Director direct disposition
585,320 shares
Common Stock, direct disposition to issuer on July 1, 2026
Exchange ratio
0.3803 shares
Prosperity common stock per Stellar share at Effective Time
Cash merger consideration
$11.36 per share
Per Share Cash Merger Consideration for each Stellar share
Key Terms
Disposition to issuer, Agreement and Plan of Merger, Exchange Ratio, Per Share Cash Merger Consideration, +2 more
6 terms
Disposition to issuer financial
"transaction_code_description: Disposition to issuer"
Agreement and Plan of Merger financial
"transactions contemplated by the Agreement and Plan of Merger"
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.
Exchange Ratio financial
"0.3803 shares of common stock (the "Exchange Ratio")"
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.
Effective Time financial
"On July 1, 2026 (the "Effective Time"), upon consummation"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Stellar Bancorp (STEL) report for Joe Penland Sr?
Stellar Bancorp director Joe Penland Sr reported dispositions of common stock to the issuer on July 1, 2026. These entries reflect his Stellar shares being cancelled at the merger Effective Time and converted into Prosperity Bancshares stock plus cash under the merger agreement terms.
What is the Effective Time referenced in the Stellar Bancorp insider filing?
The Effective Time is July 1, 2026, when the merger between Prosperity Bancshares, Inc. and Stellar Bancorp, Inc. was consummated. At that moment, each outstanding Stellar common share was cancelled and converted into the specified stock-and-cash Per Share Merger Consideration.
AI-generated analysis. How Rhea-AI works. Not financial advice.
