Stellar Bancorp (STEL) officer’s 65,535 shares canceled, converted in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Stellar Bancorp, Inc. Chief Banking Officer Jason D. Sirkel reported a disposition to the issuer of 65,535 shares of common stock at a stated price of $0.00 per share, leaving him with no Stellar common shares after the transaction.
This disposition occurred at the closing of the merger with Prosperity Bancshares, Inc., when 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 total included 55,280 common shares, 7,927 restricted shares that vested at closing, and 2,328 performance unit awards that became payable in cash based on the merger consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Sirkel Jason D.
Role
Chief Banking Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 65,535 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- Includes 55,280 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 7,927 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 2,328 performance unit awards granted (as defined below) 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.
Key Figures
Shares disposed: 65,535 shares
Price per share: $0.00 per share
Post-transaction holdings: 0 shares
+5 more
8 metrics
Shares disposed
65,535 shares
Disposition to issuer at merger effective time
Price per share
$0.00 per share
Reported disposition price
Post-transaction holdings
0 shares
Common stock held after disposition
Exchange ratio
0.3803 shares
Prosperity common stock per Stellar share
Cash merger consideration
$11.36 per share
Cash portion of Per Share Merger Consideration
Common shares included
55,280 shares
Company common stock included in total
Restricted shares included
7,927 shares
Restricted stock vesting at effective time
Performance unit awards
2,328 units
Performance-based awards vesting and paid in cash
Key Terms
Per Share Merger Consideration, Exchange Ratio, restricted stock award, 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 award financial
"each outstanding restricted stock award in respect of Company Common Stock"
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, a "performance unit award") fully vested and was converted"
FAQ
What insider transaction did Stellar Bancorp (STEL) report for Jason D. Sirkel?
Jason D. Sirkel reported a disposition to the issuer of 65,535 shares of Stellar Bancorp common stock at a stated price of $0.00 per share. After this merger-related cancellation, he held no remaining Stellar common shares.
What happened to Jason D. Sirkel’s Stellar Bancorp (STEL) performance unit awards?
Sirkel held 2,328 performance unit awards that fully vested at the effective time. Each unit was converted into a cash payment equal to the Per Share Merger Consideration value multiplied by the underlying share count, with performance deemed achieved at 100% of target.