Stellar Bancorp (STEL) president’s 119,680 shares canceled in merger

Rhea-AI Filing Summary

Stellar Bancorp, Inc. President Ramon A. Vitulli III reported a disposition to the issuer of 119,680 shares of common stock at a stated price of $0.00 per share, leaving no shares held directly after the transaction. This reflects the closing of a merger in which each share of Stellar common stock was cancelled and converted into the right to receive 0.3803 shares of Prosperity Bancshares common stock plus $11.36 in cash per share. The filing notes that this included previously held common stock, restricted stock, and performance unit awards, which vested at the effective time and were converted into the specified merger consideration.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Vitulli, III Ramon A.

Role President

Type	Security	Shares	Price	Value
Disposition	Common Stock	119,680	$0.00	--

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

Footnotes (1)

1. Includes 79,347 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 14,299 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) 9,153 performance unit awards (as defined below) granted in 2024, (b) 10,840 performance unit awards granted in 2025, and (c) 6,041 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: 119,680 shares Post-transaction holdings: 0 shares Exchange ratio: 0.3803 shares +5 more

8 metrics

Shares disposed 119,680 shares Common stock disposition to issuer on July 1, 2026

Post-transaction holdings 0 shares Direct Stellar Bancorp common stock after disposition

Exchange ratio 0.3803 shares Prosperity Bancshares common stock per Stellar share

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

Common stock included 79,347 shares Shares of Stellar common stock referenced in footnote

Restricted stock 14,299 shares Restricted Stellar common stock vesting at effective time

2024 performance unit awards 9,153 units Performance unit awards granted in 2024

2025 and 2026 performance units 10,840 and 6,041 units Performance unit awards granted in 2025 and 2026

Key Terms

Exchange Ratio, Per Share Cash Merger Consideration, Per Share Merger Consideration, restricted stock award, +2 more

6 terms

Exchange Ratio financial

"each share of the Company's common stock...was cancelled and converted into the right to receive (i) 0.3803 shares... (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")."

restricted stock award financial

"each outstanding restricted stock award in respect of Company Common Stock...vested and was converted into the right to receive...the Per Share Merger Consideration."

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 award financial

"each outstanding restricted unit award in respect of Company Common Stock subject to performance-based vesting (each, a "performance unit award") fully vested"

Per Share Merger Consideration Value financial

"was converted into the right to receive...a cash payment equal to the product of (a) the Per Share Merger Consideration Value multiplied by (b) the number of shares"

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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 for Ramon A. Vitulli III?

Ramon A. Vitulli III reported disposing of 119,680 shares of Stellar Bancorp common stock to the issuer at a stated price of $0.00 per share, leaving him with zero directly held shares following the merger-related transaction.

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

Each Stellar Bancorp common share was cancelled and converted into the right to receive 0.3803 shares of Prosperity Bancshares common stock plus $11.36 in cash, forming the combined per share merger consideration for former Stellar shareholders.

What happened to Ramon Vitulli’s restricted stock in Stellar Bancorp (STEL) at the merger?

At the merger effective time, 14,299 restricted Stellar Bancorp shares subject solely to service-based vesting or similar restrictions vested and were converted into the right to receive the same per share cash and stock merger consideration as regular common shares.

How were Stellar Bancorp (STEL) performance unit awards handled in the merger?

Outstanding performance unit awards granted in 2024, 2025, and 2026 fully vested at the effective time and were converted into a cash payment based on the per share merger consideration value and the number of underlying shares at specified target achievement levels.

Did Ramon A. Vitulli III retain any Stellar Bancorp (STEL) shares after the reported Form 4 transaction?

No. The Form 4 shows total shares of Stellar Bancorp common stock held directly by Ramon A. Vitulli III as zero following the disposition of 119,680 shares in connection with the merger and share cancellation.

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^*

Vitulli, III Ramon A.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

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		119,680	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 79,347 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 14,299 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) 9,153 performance unit awards (as defined below) granted in 2024, (b) 10,840 performance unit awards granted in 2025, and (c) 6,041 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)