Stellar CEO stock canceled in Prosperity merger

Stellar Bancorp, Inc. Chief Executive Officer Robert R. Franklin Jr. reported a disposition to the issuer of 418,843 shares of common stock.

Rhea-AI Filing Summary

Stellar Bancorp, Inc. Chief Executive Officer Robert R. Franklin Jr. reported a disposition to the issuer of 418,843 shares of common stock. This reflects the closing of Stellar’s merger with Prosperity Bancshares, Inc., where each Stellar share was cancelled and converted into merger consideration.

Under the merger terms, each share of Stellar common stock was converted into the right to receive 0.3803 shares of Prosperity common stock plus cash of $11.36 per share. Outstanding restricted stock awards vested at closing and converted into the same per-share merger consideration, while performance-based unit awards fully vested and were paid in cash based on the Per Share Merger Consideration Value.

Insider Trade Summary

Disposition: 418,843 shares

Disposition 1 txn

Insider Franklin Robert R Jr

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock	418,843	$0.00	$0.00

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

Footnotes (3)

1. F1. Includes 322,109 shares of Company Common Stock (as defined below). 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").
2. F2. Includes 26,018 shares of restricted stock. At the Effective Time, each outstanding restricted stock award in respect of Company Common Stock 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.
3. F3. Includes (a) 24,607 performance unit awards (as defined below) granted in 2024, (b) 29,552 performance unit awards granted in 2025, and (c) 16,557 performance unit awards granted in 2026. At the Effective Time, each outstanding restricted unit award in respect of Company Common Stock subject to performance-based vesting (each, a "performance unit award") fully vested and was converted into the right to receive (without interest) a cash payment equal to the product of (a) the Per Share Merger Consideration Value multiplied by (b) the number of shares of Company Common Stock subject to such performance unit award, with applicable performance-based vesting conditions deemed achieved at 100% of the target level (or, in the case of the performance unit awards granted in 2024, 200% of the target level).

Key Figures

Shares disposed: 418,843 shares Exchange ratio: 0.3803 shares Cash merger consideration: $11.36 per share +5 more

8 metrics

Shares disposed 418,843 shares CEO disposition to issuer at merger effective time

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

Restricted stock included 26,018 shares Stellar restricted stock awards vesting at effective time

2024 performance unit awards 24,607 units Vesting at 200% of target for cash payout

2025 performance unit awards 29,552 units Performance unit awards fully vested at effective time

2026 performance unit awards 16,557 units Performance unit awards fully vested at effective time

Post-transaction Stellar shares 0 shares CEO’s direct Stellar common stock holdings after merger

Key Terms

Per Share Merger Consideration, Exchange Ratio, restricted stock award, performance unit awards, +1 more

5 terms

Per Share Merger Consideration financial

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

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.

restricted stock award financial

"each outstanding restricted stock award in respect of Company Common Stock"

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.

performance unit awards financial

"Includes (a) 24,607 performance unit awards (as defined below)"

Agreement and Plan of Merger financial

"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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Stellar Bancorp (STEL) report for its CEO?

Stellar Bancorp reported that CEO Robert R. Franklin Jr. disposed of 418,843 shares of common stock back to the issuer. This occurred in connection with the closing of the merger with Prosperity Bancshares, when all Stellar shares were cancelled and converted into merger consideration.

How were Stellar Bancorp (STEL) shares treated in the Prosperity merger?

Each share of Stellar Bancorp common stock 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 described as the Per Share Merger Consideration under the Agreement and Plan of Merger.

What happened to restricted stock awards of Stellar Bancorp (STEL) in the merger?

Outstanding restricted stock awards in Stellar Bancorp common stock vested at the effective time of the merger. Each such award converted into the right to receive the same Per Share Merger Consideration, paid without interest, replacing the original service-based vesting or lapse restrictions tied to Stellar stock.

How were Stellar Bancorp (STEL) performance unit awards treated at closing?

Performance unit awards granted in 2024, 2025 and 2026 fully vested at closing. Each converted into cash equal to the Per Share Merger Consideration Value times the underlying shares, with performance deemed achieved at 100% of target, and 200% of target for the 2024 grants, increasing realized payout levels.

Did Stellar Bancorp (STEL) CEO retain any common shares after the merger?

The Form 4 shows total shares of Stellar Bancorp common stock directly held by the CEO as zero following the transaction. This reflects cancellation of all Stellar shares at the merger’s effective time, as they were converted into rights to receive Prosperity stock and cash consideration instead.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/01/2026 - 07:40 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
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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^*

Franklin Robert R Jr

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		418,843	D	$0(1)(2)(3)	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. Includes 322,109 shares of Company Common Stock (as defined below). 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").

2. Includes 26,018 shares of restricted stock. At the Effective Time, each outstanding restricted stock award in respect of Company Common Stock 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.

3. Includes (a) 24,607 performance unit awards (as defined below) granted in 2024, (b) 29,552 performance unit awards granted in 2025, and (c) 16,557 performance unit awards granted in 2026. At the Effective Time, each outstanding restricted unit award in respect of Company Common Stock subject to performance-based vesting (each, a "performance unit award") fully vested and was converted into the right to receive (without interest) a cash payment equal to the product of (a) the Per Share Merger Consideration Value multiplied by (b) the number of shares of Company Common Stock subject to such performance unit award, with applicable performance-based vesting conditions deemed achieved at 100% of the target level (or, in the case of the performance unit awards granted in 2024, 200% of the target level).

	/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)