Stellar Bancorp director exits shares in Prosperity merger

Stellar Bancorp director Duplantier Jon-Al reported a disposition of all his common shares in connection with the company’s merger into Prosperity Bancshares.

Rhea-AI Filing Summary

Stellar Bancorp director Duplantier Jon-Al reported a disposition of all his common shares in connection with the company’s merger into Prosperity Bancshares. The Form 4 shows 10,508 shares of Stellar common stock were canceled and converted into the right to receive 0.3803 shares of Prosperity common stock plus $11.36 in cash per Stellar share, as provided in the merger agreement. Following this merger-related cancellation, the filing reports that Duplantier holds 0 shares of Stellar common stock directly.

Insider Trade Summary

Disposition: 10,508 shares

Disposition 1 txn

Insider Duplantier Jon-Al

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	10,508	$0.00	$0.00

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

Footnotes (1)

1. 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").

Key Figures

Shares disposed: 10,508 shares Cash merger consideration: $11.36 per share Stock exchange ratio: 0.3803 shares +1 more

4 metrics

Shares disposed 10,508 shares Stellar Bancorp common stock canceled at merger effective time

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

Stock exchange ratio 0.3803 shares Prosperity common stock per Stellar share in merger

Post-transaction holdings 0 shares Stellar Bancorp common stock held directly by Duplantier after merger

Key Terms

Agreement and Plan of Merger, Exchange Ratio, Per Share Cash Merger Consideration, Per Share Merger Consideration

4 terms

Agreement and Plan of Merger financial

"upon consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement")"

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.

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")."

FAQ

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

What did the STEL Form 4 filed by Duplantier Jon-Al report?

The Form 4 reports that director Duplantier Jon-Al disposed of 10,508 Stellar Bancorp common shares. These shares were canceled at the Prosperity Bancshares merger closing and converted into rights to receive Prosperity stock plus $11.36 in cash per share under the merger terms.

Was Duplantier Jon-Al’s STEL share disposition an open-market sale?

No, the disposition was not an open-market sale. The 10,508 Stellar Bancorp shares were canceled and converted automatically at the merger effective time, consistent with the merger agreement, rather than being sold on the market or to third-party investors.

What consideration did Stellar Bancorp (STEL) shareholders receive in the Prosperity merger?

Each outstanding Stellar Bancorp common share was 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 referred to as the Per Share Merger Consideration in the merger documentation.

How many Stellar Bancorp (STEL) shares did Duplantier Jon-Al hold after the merger?

After the merger closing and related share cancellation, Duplantier Jon-Al’s reported direct holdings of Stellar Bancorp common stock were 0 shares. His prior 10,508 shares were converted into rights to receive Prosperity Bancshares stock and cash as specified in the merger agreement.

What does transaction code "D" mean in the STEL Form 4 filing?

Transaction code “D” on this Form 4 indicates a disposition to the issuer. In this case, Duplantier Jon-Al’s 10,508 Stellar shares were canceled at the merger’s effective time, reflecting a transfer back to the company under the agreed merger terms.

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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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^*

Duplantier Jon-Al

(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)

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

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		10,508	D	$0(1)	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. 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").

	/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)