Stellar Bancorp (STEL) chair’s shares cancelled in Prosperity merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Stellar Bancorp, Inc. Executive Chairman Steven F. Retzloff reported multiple dispositions of Stellar common stock on July 1, 2026, coded as issuer dispositions tied to the completion of the company’s merger with Prosperity Bancshares, Inc. These include 378,240 shares held by Retzloff Holdings, LTD., 13,598 shares held by SF Retzloff Family Limited Partnership, LTD., 25,531 shares held by Retzloff Industries, Inc., and 136,446 shares held directly.
Footnotes explain that at the merger’s effective time, each outstanding share of Stellar common stock was cancelled and converted into the right to receive 0.3803 shares of Prosperity common stock plus $11.36 in cash per Stellar share. Outstanding restricted stock and performance unit awards also vested and were converted into the same per-share merger consideration or its cash value, leaving no remaining Stellar common stock holdings reported for Retzloff.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Retzloff Steven F.
Role
Executive Chairman
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 136,446 | $0.00 | -- |
| Disposition | Common Stock | 25,531 | $0.00 | -- |
| Disposition | Common Stock | 378,240 | $0.00 | -- |
| Disposition | Common Stock | 12,598 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct, null);
Common Stock — 0 shares (Indirect, By Retzloff Industries, Inc.)
Footnotes (1)
- Includes 89,251 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"). Includes 12,672 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. Includes (a) 12,075 performance unit awards (as defined below) granted in 2024, (b) 14,401 performance unit awards granted in 2025, and (c) 8,047 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). At the Effective Time, upon consummation of the transactions contemplated by the Merger Agreement, and subject to the terms and conditions set forth in the Merger Agreement, each share of the Company Common Stock outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive the Per Share Merger Consideration.
Key Figures
Disposition by Retzloff Holdings, LTD.: 378,240 shares
Direct shares disposed: 136,446 shares
Disposition by SF Retzloff Family Limited Partnership: 13,598 shares
+5 more
8 metrics
Disposition by Retzloff Holdings, LTD.
378,240 shares
Common Stock, issuer disposition on July 1, 2026
Direct shares disposed
136,446 shares
Common Stock, issuer disposition on July 1, 2026
Disposition by SF Retzloff Family Limited Partnership
13,598 shares
Common Stock, issuer disposition on July 1, 2026
Disposition by Retzloff Industries, Inc.
25,531 shares
Common Stock, issuer disposition on July 1, 2026
Stock component of merger consideration
0.3803 shares
Prosperity common stock per Stellar share
Cash component of merger consideration
$11.36
Cash per Stellar common share
Restricted stock included
12,672 shares
Restricted Stellar common stock vesting at effective time
2024 performance unit awards
12,075 units
Performance unit awards granted in 2024
Key Terms
Per Share Merger Consideration, Exchange Ratio, restricted stock, performance unit award, +1 more
5 terms
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 financial
"Includes 12,672 shares of restricted stock. At the Effective Time, each outstanding restricted stock award"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
performance unit award financial
"each outstanding restricted unit award ... subject to performance-based vesting (each, a "performance unit award")"
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
What insider transaction did STEL’s Executive Chairman report on July 1, 2026?
Steven F. Retzloff reported dispositions of Stellar Bancorp common stock to the issuer on July 1, 2026. These transactions reflect cancellation of his direct and entity-held shares as part of Stellar’s merger with Prosperity Bancshares at the merger’s effective time.
How were STEL restricted stock awards treated at the merger effective time?
Footnotes state 12,672 restricted shares vested at the effective time. Each such restricted stock award in Stellar common stock converted into the right to receive the same Per Share Merger Consideration, paid without interest, mirroring treatment of regular outstanding shares.
What happened to STEL performance unit awards held by Steven Retzloff?
Performance unit awards granted in 2024, 2025, and 2026 fully vested at the effective time. Each was converted into a cash payment equal to the Per Share Merger Consideration value multiplied by the related share count, with performance deemed achieved at specified target levels.