Stellar Bancorp director stock cancelled in merger

Rhea-AI Filing Summary

Stellar Bancorp, Inc. director John Beckworth reported the disposition of all his common stock in connection with the completion of the company’s merger with Prosperity Bancshares, Inc. On the effective date, each Stellar share was cancelled and converted into the right to receive 0.3803 shares of Prosperity common stock plus $11.36 in cash per share.

The filing shows 94,560 indirectly held shares, through the Laura Hobby Beckworth 1999 WPH Trust, and 106,221 directly held shares, both reported as dispositions to the issuer at a stated price of $0.00 per share, reflecting the automatic merger conversion rather than market trades. Following these transactions, Beckworth reports no remaining Stellar common stock holdings.

Insights

Corporate actions analyst

Director’s Stellar shares are cancelled and converted into mixed stock-and-cash merger consideration.

The Form 4 shows John Beckworth disposing of directly and indirectly held Stellar Bancorp common stock as part of its merger into Prosperity Bancshares. Code D indicates a disposition to the issuer, consistent with shares being cancelled at the merger effective time.

Each Stellar share is exchanged for 0.3803 shares of Prosperity common stock plus $11.36 in cash. This is a structural change in ownership rather than a discretionary open-market sale, and there are no remaining Stellar shares reported after the July 1, 2026 effective time.

Insider Trade Summary

Disposition: 200,781 shares

Disposition 2 txns

Insider Beckworth John

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	106,221	$0.00	$0.00
Disposition	Common Stock	94,560	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By Laura Hobby Beckworth 1999 WPH Trust)

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

Indirect shares disposed: 94,560 shares Direct shares disposed: 106,221 shares Shares after transaction: 0 shares +3 more

6 metrics

Indirect shares disposed 94,560 shares Common Stock held by Laura Hobby Beckworth 1999 WPH Trust

Direct shares disposed 106,221 shares Common Stock held directly by reporting person

Shares after transaction 0 shares Total Stellar common stock following merger-related dispositions

Stock component 0.3803 shares Prosperity common stock received per Stellar share

Cash component $11.36 per share Per Share Cash Merger Consideration for each Stellar share

Transaction date July 1, 2026 Effective time of merger-related share cancellation

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 regulatory

"upon consummation of the 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.

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

"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 did Stellar Bancorp (STEL) director John Beckworth report in this Form 4?

He reported disposing of all his Stellar Bancorp common stock as part of the merger with Prosperity Bancshares. Both directly and indirectly held shares were cancelled and converted into stock-and-cash merger consideration at the effective time.

How many Stellar Bancorp (STEL) shares did John Beckworth dispose of directly and indirectly?

The filing shows 94,560 indirectly held shares, through the Laura Hobby Beckworth 1999 WPH Trust, and 106,221 shares held directly. Both positions were reported as dispositions to the issuer in connection with the merger transaction with Prosperity Bancshares.

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

Each Stellar share was cancelled and converted into the right to receive 0.3803 shares of Prosperity Bancshares common stock plus $11.36 in cash. Together, this stock-and-cash package is defined as the Per Share Merger Consideration in the merger agreement footnote.

Does John Beckworth have any remaining Stellar Bancorp (STEL) common stock after this Form 4?

No. The Form 4 reports total shares following each transaction as zero, indicating no remaining Stellar common stock holdings after the merger’s effective time, for both his direct position and the indirectly held trust shares.

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

Transaction code "D" in this context means a disposition to the issuer. Here, it reflects that Stellar Bancorp shares were cancelled and converted into merger consideration at closing, rather than being sold in open-market transactions at a traded share price.

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^*

Beckworth John

(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		106,221	D	$0(1)	0	D
Common Stock	07/01/2026		D		94,560	D	$0(1)	0	I	By Laura Hobby Beckworth 1999 WPH Trust

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)