How many Stellar Bancorp (STEL) shares were disposed of by related entities?

The Form 4 lists indirect dispositions of common stock held by Tram Road Partners LP, Penland Foundation, and Quality Mat Company. Each position was reported as a disposition to the issuer at $0.00 per share, reflecting cancellation and conversion into the agreed merger consideration.

Why is the transaction price per share shown as $0.00 on the Stellar Bancorp Form 4?

The Form 4 lists disposition-to-issuer transactions at $0.00 per share because Stellar shares were cancelled in the merger. Economic value was delivered through the separate merger consideration of Prosperity shares and $11.36 cash per Stellar share, rather than through an open-market sale price.

Stellar Bancorp (STEL) director reports all shares cancelled in Prosperity merger

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

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

4 transactions reported

Mixed 4 txns

Insider Penland Joe Sr

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	585,320	$0.00	--
Disposition	Common Stock	4,000	$0.00	--
Disposition	Common Stock	227,170	$0.00	--
Disposition	Common Stock	724,636	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct, null); Common Stock — 0 shares (Indirect, By Quality Mat Company)

Footnotes (1)

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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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 07:41 AM Accepted by SEC EDGAR 07/01/2026 - 07:40 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^*

Penland Joe Sr

(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)
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		D		585,320	D	$0⁽¹⁾	0	D
Common Stock	07/01/2026		D		4,000	D	$0⁽¹⁾	0	I	By Quality Mat Company
Common Stock	07/01/2026		D		227,170	D	$0⁽¹⁾	0	I	By Penland Foundation
Common Stock	07/01/2026		D		724,636	D	$0⁽¹⁾	0	I	By Tram Road Partners LP

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. 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Each Stellar Bancorp common share was cancelled and converted into the right to receive 0.3803 shares of Prosperity common stock plus $11.36 in cash. This combined stock-and-cash package is referred to as the Per Share Merger Consideration in the merger agreement.

Does Joe Penland Sr hold any Stellar Bancorp (STEL) shares after the merger?

The Form 4 shows total shares following each transaction as zero, indicating no remaining Stellar common stock holdings after the merger closed. His former Stellar shares were converted into the right to receive Prosperity Bancshares stock and cash under the merger 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.