Stellar Bancorp CFO disposes 68,594 shares

Stellar Bancorp, Inc. Senior Executive VP and CFO Paul P. Egge reported a disposition of 68,594 shares of Common Stock back to the issuer.

Rhea-AI Filing Summary

Stellar Bancorp, Inc. Senior Executive VP and CFO Paul P. Egge reported a disposition of 68,594 shares of Common Stock back to the issuer. This occurred at the closing of the merger with Prosperity Bancshares, Inc., when all Stellar shares were cancelled.

Each cancelled Stellar share was converted into the right to receive 0.3803 shares of Prosperity common stock plus cash of $11.36 per share. Mr. Egge’s restricted stock and performance unit awards vested at the merger’s effective time and were converted into the same merger consideration structure or related cash payments, leaving him with no remaining Stellar common stock holdings.

Insider Trade Summary

Disposition: 68,594 shares

Disposition 1 txn

Insider Egge Paul P

Role Senior Executive VP, CFO

Type	Security	Shares	Price	Value
Disposition	Common Stock	68,594	$0.00	$0.00

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

Footnotes (3)

1. F1. Includes 38,077 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 10,819 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 (a) 6,925 performance unit awards (as defined below) granted in 2024, (b) 8,202 performance unit awards granted in 2025, and (c) 4,571 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: 68,594 shares Exchange Ratio: 0.3803 shares Cash per share: $11.36 per share +3 more

6 metrics

Shares disposed 68,594 shares Common Stock returned to issuer at merger effective time

Exchange Ratio 0.3803 shares Prosperity common stock per Stellar share in merger

Cash per share $11.36 per share Per Share Cash Merger Consideration for each Stellar share

Performance units 2024 grant 6,925 units Performance unit awards granted in 2024, vested at closing

Performance units 2025 grant 8,202 units Performance unit awards granted in 2025, vested at closing

Performance units 2026 grant 4,571 units Performance unit awards granted in 2026, vested at closing

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

"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 did Stellar Bancorp (STEL) CFO Paul Egge report in this Form 4?

CFO Paul Egge reported disposing of 68,594 shares of Stellar Bancorp common stock back to the issuer. This disposition occurred at the merger closing with Prosperity Bancshares, when all Stellar shares were cancelled and converted into merger consideration for shareholders and award holders.

How were Stellar Bancorp (STEL) 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 common stock plus $11.36 in cash. This combined stock-and-cash package is described as the Per Share Merger Consideration in connection with the completed merger transaction.

What happened to Stellar Bancorp (STEL) restricted stock held by the CFO?

Restricted stock awards in Stellar Bancorp common stock vested at the merger’s effective time and converted into the Per Share Merger Consideration. That means each restricted share turned into the same mix of Prosperity stock and $11.36 cash per share, rather than remaining as Stellar equity.

How were Stellar Bancorp (STEL) performance unit awards treated at closing?

Performance unit awards vested in full at the merger’s effective time and converted into cash based on the Per Share Merger Consideration value. The performance-based vesting conditions were deemed achieved at 100% of target, except 2024 awards, which were deemed achieved at 200% of target performance levels.

Does the Stellar Bancorp (STEL) CFO hold any Stellar common stock after this transaction?

After the reported disposition, the Form 4 shows zero Stellar Bancorp common shares held by the CFO. All reported Stellar equity was cancelled and converted into Prosperity stock and cash as part of the merger consideration, leaving no remaining Stellar common stock position reported.

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^*

Egge Paul P

(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)
	Senior Executive VP, CFO

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		68,594	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 38,077 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 10,819 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) 6,925 performance unit awards (as defined below) granted in 2024, (b) 8,202 performance unit awards granted in 2025, and (c) 4,571 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.
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* Form 4: SEC 1474 (03-26)