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

Rhea-AI Filing Summary

Stellar Bancorp director John E. Williams Jr. reported the automatic disposition of his Stellar Bancorp common stock in connection with the closing of its merger with Prosperity Bancshares. On the effective date, all Stellar common shares were 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 dispositions of 1,285,316 shares of common stock held directly and 500 shares held indirectly through his spouse, both at a stated price of $0.00 per share because the value is captured in the separate merger consideration. Following these transactions, no Stellar Bancorp shares are listed as owned.

Insights

Bank M&A and insider-transactions analyst

Filing reflects merger closing mechanics, not open‑market trading.

This Form 4 shows issuer dispositions tied to Stellar Bancorp’s merger with Prosperity Bancshares, rather than discretionary trading. All Stellar common shares, including those held by director John E. Williams Jr. and his spouse, were cancelled at the effective time.

Each share converts into the right to receive 0.3803 shares of Prosperity common stock plus $11.36 cash, the defined per‑share merger consideration. Economically, the insider’s position moves from Stellar equity into a mix of Prosperity stock and cash. The filing is administrative and consistent with the agreed merger terms.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Williams John E Jr

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	1,285,316	$0.00	--
Disposition	Common Stock	500	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By Spouse)

Footnotes (1)

1. [object Object]

Key Figures

Direct shares disposed: 1,285,316 shares Indirect shares disposed (spouse): 500 shares Per share cash merger consideration: $11.36 per share +2 more

5 metrics

Direct shares disposed 1,285,316 shares Common Stock, issuer disposition on July 1, 2026

Indirect shares disposed (spouse) 500 shares Common Stock, issuer disposition on July 1, 2026

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

Exchange ratio 0.3803 shares Prosperity common stock per Stellar share

Price per share in Form 4 $0.00 per share Stated for issuer disposition entries

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 financial

"the 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.

Effective Time financial

"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"), 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")."

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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 insider transaction did Stellar Bancorp (STEL) report in this Form 4?

The Form 4 reports that director John E. Williams Jr. disposed of Stellar Bancorp common stock in an issuer transaction. His direct and spouse-held shares were cancelled at the merger’s effective time and converted into the right to receive Prosperity stock plus cash merger consideration.

How many Stellar Bancorp (STEL) shares did John E. Williams Jr. dispose of?

The filing shows a disposition of 1,285,316 shares of Stellar Bancorp common stock held directly and 500 shares held indirectly through his spouse. Both entries are coded as issuer dispositions at a stated price of $0.00 per share, reflecting merger mechanics.

Why is the transaction price listed as $0.00 in the Stellar Bancorp (STEL) Form 4?

The transaction price appears as $0.00 because the shares were cancelled in an issuer disposition linked to the merger. Economic value is captured separately through the defined merger consideration of 0.3803 Prosperity shares plus $11.36 cash for each Stellar common share.

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

Each share of Stellar Bancorp common stock outstanding immediately before the effective time was converted into the right to receive 0.3803 shares of Prosperity Bancshares common stock and $11.36 in cash. Together, these components form the per share merger consideration defined in the merger agreement.

Does John E. Williams Jr. still own Stellar Bancorp (STEL) shares after this Form 4?

The Form 4 reports zero Stellar Bancorp shares following the transactions for both his direct and spouse-held positions. That aligns with the merger structure, under which all Stellar common stock was cancelled and converted into rights to receive Prosperity stock plus cash consideration.

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^*

Williams John E 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
	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		1,285,316	D	$0(1)	0	D
Common Stock	07/01/2026		D		500	D	$0(1)	0	I	By Spouse

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)