Stellar Bancorp officer cancels 65,535 shares in merger

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.

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.

Insider Trade Summary

Disposition: 65,535 shares

Disposition 1 txn

Insider Sirkel Jason D.

Role Chief Banking Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock	65,535	$0.00	$0.00

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

Footnotes (3)

1. F1. 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").
2. F2. 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.
3. F3. 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

Per Share Merger Consideration financial

"((i) and (ii) together, the "Per Share Merger Consideration")."

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"

Per Share Cash Merger Consideration financial

"and (ii) an amount in cash equal to $11.36 (the "Per Share Cash Merger Consideration")"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

How many Stellar Bancorp (STEL) shares did Jason D. Sirkel hold after the merger?

After the merger-related disposition, Jason D. Sirkel held 0 shares of Stellar Bancorp common stock. All 65,535 reported shares were cancelled and converted into merger consideration tied to Prosperity Bancshares stock and cash.

What merger consideration did Stellar Bancorp (STEL) shareholders receive per share?

Each share of Stellar Bancorp common stock was converted into 0.3803 shares of Prosperity common stock plus $11.36 in cash per share. This combined stock-and-cash package is referred to as the Per Share Merger Consideration in the transaction documents.

How were Jason D. Sirkel’s restricted Stellar Bancorp (STEL) shares treated in the merger?

Sirkel’s 7,927 restricted Stellar Bancorp shares vested at the merger’s effective time and were converted into the same Per Share Merger Consideration. These vested restricted shares were included within the 65,535 total shares reported as disposed to the issuer.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/01/2026 - 07:40 AM Learn about SEC filing dates

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
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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^*

Sirkel Jason D.

(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)
	Chief Banking Officer

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		65,535	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 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").

2. 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.

3. 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.

	/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).
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* Form 4: SEC 1474 (03-26)