Stellar director’s shares converted in Prosperity merger
Rhea-AI Filing Summary
Stellar Bancorp, Inc. director Joe B. Swinbank reported dispositions of Stellar common stock in connection with the closing of its merger with Prosperity Bancshares, Inc. On July 1, 2026, all Stellar common shares were cancelled and converted into merger consideration rather than sold on the market.
Holdings disposed included shares held directly, by the Swinbank Family Limited Partnership, and by the JBS/STS Grandchildren's Trust. Each Stellar share was converted into the right to receive 0.3803 shares of Prosperity common stock plus $11.36 in cash per share, and the Form 4 shows no Stellar shares remaining after the transaction.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 333,310 shares
Disposition
3 txns
Insider
Swinbank Joe B
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 170,596 | $0.00 | $0.00 |
| Disposition | Common Stock | 61,114 | $0.00 | $0.00 |
| Disposition | Common Stock | 101,600 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By Swinbank Family Limited Partnership);
Common Stock — 0 shares (Indirect, By JBS/STS Grandchildren's Trust)
Footnotes (3)
- 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").
- F2. The reporting person controls the general partner of the Swinbank Family Limited Partnership. Includes 37,841 shares which were inadvertently reported as directly owned on prior reports.
- F3. The reporting person possess voting power over the shares held by JBS/STS Grandchildren's Trust.
Key Figures
Trust disposition: 101,600 shares
Family partnership disposition: 61,114 shares
Direct disposition: 170,596 shares
+3 more
6 metrics
Trust disposition
101,600 shares
Common stock held by JBS/STS Grandchildren's Trust disposed on July 1, 2026
Family partnership disposition
61,114 shares
Common stock held by Swinbank Family Limited Partnership disposed on July 1, 2026
Direct disposition
170,596 shares
Directly held Stellar common stock disposed on July 1, 2026
Exchange ratio
0.3803 shares
Prosperity common stock per Stellar share under merger agreement
Cash merger consideration
$11.36 per share
Per share cash amount paid to Stellar shareholders in merger
Dispose transactions
3 transactions
Total non-derivative dispositions reported in Form 4
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"
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")"
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.
issuer disposition regulatory
"transaction_action": "issuer disposition""
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does Joe B. Swinbank’s Form 4 for Stellar Bancorp (STEL) report?
The Form 4 shows Joe B. Swinbank disposing of Stellar Bancorp common stock as part of its merger with Prosperity Bancshares. Shares held directly and through family entities were cancelled and converted into Prosperity stock plus cash merger consideration, leaving no Stellar shares reported.
What role does the JBS/STS Grandchildren's Trust play in the STEL Form 4?
The JBS/STS Grandchildren's Trust disposed of 101,600 Stellar Bancorp shares, reported as indirect holdings. The filing states the reporting person has voting power over shares held by this trust, and these shares were cancelled and converted into the Prosperity stock-and-cash merger consideration at the effective time.
Were Joe B. Swinbank’s Stellar Bancorp (STEL) transactions open-market sales?
No. The transactions are coded as issuer dispositions related to the merger, not open-market sales. Each share of Stellar Bancorp common stock was automatically cancelled at the effective time and converted into the specified combination of Prosperity Bancshares stock and cash under the merger agreement.
What is Joe B. Swinbank’s reported Stellar Bancorp position after the merger?
After the merger’s effective time, the Form 4 shows zero Stellar Bancorp common shares remaining for each reported holding line. This reflects that all Stellar shares, whether direct or through family entities, were cancelled and converted into Prosperity Bancshares stock and cash merger consideration.
AI-generated analysis. How Rhea-AI works. Not financial advice.
