Stellar Bancorp director shares cancelled in merger

Stellar Bancorp, Inc. director Frances H. Jeter reported disposing of 29,136 shares of Stellar common stock in a transaction coded as a disposition to the issuer.

Rhea-AI Filing Summary

Stellar Bancorp, Inc. director Frances H. Jeter reported disposing of 29,136 shares of Stellar common stock in a transaction coded as a disposition to the issuer. Following this transaction, the reported direct ownership of Stellar common stock is 0 shares.

According to the merger terms, each share of Stellar common stock outstanding immediately before the effective time was cancelled and converted into the right to receive 0.3803 shares of Prosperity Bancshares common stock plus $11.36 in cash per share as the per share merger consideration.

Insights

Bank M&A and governance analyst

Director’s Stellar shares were cancelled and converted into Prosperity stock plus cash as part of a completed merger.

The Form 4 shows director Frances H. Jeter disposing of 29,136 shares of Stellar Bancorp common stock in a disposition to the issuer, leaving no remaining Stellar shares reported. The disposition stems from the closing of a previously agreed bank merger.

At the effective time, each Stellar share was cancelled and converted into 0.3803 shares of Prosperity Bancshares common stock and $11.36 in cash per share. This is a mechanical step of the merger process rather than an open-market trade, so the informational signal for Stellar’s former equity story is limited.

Insider Trade Summary

Disposition: 29,136 shares

Disposition 1 txn

Insider Jeter Frances H.

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	29,136	$0.00	$0.00

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

Footnotes (1)

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

Shares disposed: 29,136 shares Price per share in disposition: $0.00 per share Shares held after transaction: 0 shares +2 more

5 metrics

Shares disposed 29,136 shares Disposition to issuer on July 1, 2026

Price per share in disposition $0.00 per share Reported transaction price for disposition to issuer

Shares held after transaction 0 shares Total Stellar common stock directly owned following transaction

Exchange ratio 0.3803 shares Prosperity Bancshares common stock per Stellar share

Per share cash merger consideration $11.36 per share Cash portion of per share merger consideration

Key Terms

Agreement and Plan of Merger, Exchange Ratio, Per Share Cash Merger Consideration, Per Share 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.

Exchange Ratio financial

"into the right to receive (i) 0.3803 shares of common stock (the "Exchange Ratio"), par value $1.00 per share"

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")."

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

FAQ

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

What transaction did Stellar Bancorp (STEL) director Frances H. Jeter report?

Frances H. Jeter reported a disposition of 29,136 shares of Stellar Bancorp common stock to the issuer. The transaction was coded as a disposition to issuer, reflecting share cancellation in connection with the Prosperity Bancshares–Stellar merger closing.

How many Stellar Bancorp (STEL) shares did the director hold after the transaction?

After the reported transaction, the Form 4 shows the director holding 0 shares of Stellar Bancorp common stock directly. This reflects that all outstanding Stellar shares were cancelled at the merger’s effective time and converted into Prosperity Bancshares stock and cash rights.

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

Each Stellar Bancorp common share was cancelled and converted into 0.3803 shares of Prosperity Bancshares common stock plus cash of $11.36 per share. Together these components formed the per share merger consideration defined in the Agreement and Plan of Merger.

Was the Stellar Bancorp (STEL) director’s disposition an open-market sale?

No, the disposition was coded as a disposition to issuer at a reported price of $0.00 per share. It resulted from the merger’s effective time, when Stellar shares were cancelled and converted into the right to receive Prosperity Bancshares stock and cash consideration.

What agreement governed the Stellar Bancorp (STEL) share conversion terms?

The conversion terms were governed by the Agreement and Plan of Merger dated January 27, 2026 between Prosperity Bancshares, Inc. and Stellar Bancorp, Inc. That agreement specified the 0.3803 Prosperity share exchange ratio and the $11.36 per share cash merger consideration.

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
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^*

Jeter Frances H.

(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		29,136	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)