Stellar Bancorp (STEL) director’s shares cancelled, converted to Prosperity stock and cash

Rhea-AI Filing Summary

Stellar Bancorp, Inc. director Laura D. Bellows reported an issuer disposition of 2,230 shares of common stock on July 1, 2026. The shares were cancelled at the closing of Stellar’s merger with Prosperity Bancshares, Inc. and converted into the right to receive 0.3803 shares of Prosperity common stock plus $11.36 in cash per Stellar share. Following the merger-related cancellation, Bellows reported no remaining Stellar Bancorp shares. This reflects the automatic treatment of all outstanding Stellar common stock at the merger’s Effective Time, rather than an open-market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Bellows Laura D.

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	2,230	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

1. [object Object]

Key Figures

Shares disposed: 2,230 shares Shares held after: 0 shares Exchange ratio: 0.3803 shares +1 more

4 metrics

Shares disposed 2,230 shares Disposition to issuer on July 1, 2026

Shares held after 0 shares Post-transaction Stellar Bancorp holdings

Exchange ratio 0.3803 shares Prosperity common stock per Stellar share

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

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

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 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")"

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

"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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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 07:40 AM Accepted by SEC EDGAR 07/01/2026 - 07:40 AM Learn about SEC filing dates

FAQ

What did Stellar Bancorp (STEL) director Laura D. Bellows report in this Form 4?

Laura D. Bellows reported a disposition to the issuer of 2,230 shares of Stellar Bancorp common stock. The shares were cancelled in connection with Stellar’s merger with Prosperity Bancshares and converted into the right to receive Prosperity stock plus cash consideration.

Was Laura D. Bellows’ Form 4 transaction an open-market sale of STEL shares?

No, the Form 4 shows an issuer disposition at a price of $0.00 per share. The shares were cancelled automatically at the merger Effective Time and exchanged for Prosperity stock and cash, rather than sold on the open market.

What merger consideration did Stellar Bancorp (STEL) shareholders receive per share?

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

How many Stellar Bancorp (STEL) shares does Laura D. Bellows hold after this transaction?

After the merger-related disposition, Laura D. Bellows reported 0 shares of Stellar Bancorp common stock. All of her previously held 2,230 shares were cancelled and converted into the merger consideration at the Effective Time of the Prosperity Bancshares transaction.

What does transaction code "D" mean in this Stellar Bancorp (STEL) Form 4?

Transaction code "D" indicates a disposition to the issuer, not an open-market trade. In this case, it reflects cancellation of shares in the Prosperity Bancshares merger, where each Stellar share was exchanged for Prosperity stock plus cash under the Merger Agreement.

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^*

Bellows Laura D.

(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		2,230	D	$0(1)	0	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. 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)