Stellar Bancorp director shares canceled in merger

Stellar Bancorp director Tombar Tymothi O. reported a disposition of 4,890 shares of common stock back to the company in connection with its merger with Prosperity Bancshares.

Rhea-AI Filing Summary

Stellar Bancorp director Tombar Tymothi O. reported a disposition of 4,890 shares of common stock back to the company in connection with its merger with Prosperity Bancshares. The Form 4 shows these shares were canceled at an effective price of $0.00 per share, leaving the director with no Stellar Bancorp shares after the transaction.

According to the merger terms, each share of Stellar Bancorp common stock outstanding immediately before the effective time was converted into the right to receive 0.3803 shares of Prosperity common stock plus $11.36 in cash per share, together referred to as the per share merger consideration.

Insights

Equity corporate actions analyst

Director’s shares were canceled and converted into standard merger consideration, not sold on the open market.

The Form 4 shows director Tombar Tymothi O. disposing of 4,890 shares of Stellar Bancorp common stock in a D-code transaction classified as a disposition to the issuer. This aligns with closing of the merger with Prosperity Bancshares, where Stellar shares cease to exist.

The footnote specifies that each Stellar share converts into 0.3803 shares of Prosperity common stock plus $11.36 in cash per share as of the effective time on July 1, 2026. This is a mechanical merger conversion rather than an open-market sale, so it carries limited signaling value beyond confirming the agreed merger terms for shareholders.

Insider Trade Summary

Disposition: 4,890 shares

Disposition 1 txn

Insider Tombar Tymothi O.

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	4,890	$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: 4,890 shares Price per share for disposition: $0.00 per share Post-transaction Stellar holdings: 0 shares +2 more

5 metrics

Shares disposed 4,890 shares Disposition to issuer in merger

Price per share for disposition $0.00 per share Issuer disposition code D

Post-transaction Stellar holdings 0 shares After merger effective time

Stock component of merger consideration 0.3803 shares Prosperity common stock per Stellar share

Cash component of merger consideration $11.36 per share Per share cash merger consideration

Key Terms

Agreement and Plan of Merger, Effective Time, Exchange Ratio, Per Share Cash Merger Consideration, +1 more

5 terms

Agreement and Plan of Merger regulatory

"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.

Effective Time regulatory

"On July 1, 2026 (the "Effective Time"), upon consummation of the transactions"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

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.

Per Share Cash Merger Consideration financial

"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 insider transaction did Stellar Bancorp (STEL) report for Tombar Tymothi O.?

Stellar Bancorp reported that director Tombar Tymothi O. disposed of 4,890 shares of common stock in a D-code transaction. The shares were returned to the issuer in connection with the Prosperity Bancshares merger, rather than sold on the open market, leaving zero Stellar shares afterward.

How many Stellar Bancorp (STEL) shares did the director hold after the merger transaction?

After the merger-related disposition, the Form 4 shows the director holding 0 shares of Stellar Bancorp common stock. All 4,890 previously held shares were canceled at the effective time and converted into the standard mix of Prosperity Bancshares stock and cash described in the merger terms.

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

Each share of Stellar Bancorp common stock converted into 0.3803 shares of Prosperity Bancshares common stock plus $11.36 in cash. This combined stock-and-cash package, called the per share merger consideration, applied to shares outstanding immediately before the effective time of the merger.

Was the Stellar Bancorp (STEL) director’s Form 4 transaction an open-market sale?

No, the Form 4 transaction was not an open-market sale. It is coded as a D transaction, meaning a disposition to the issuer. The director’s 4,890 shares were canceled and converted into merger consideration when Stellar Bancorp combined with Prosperity Bancshares.

What does transaction code D mean in the Stellar Bancorp (STEL) Form 4?

In this Form 4, transaction code D stands for a disposition to the issuer. The director’s 4,890 Stellar Bancorp shares were surrendered back to the company at $0.00 per share as part of the merger closing mechanics, then converted into Prosperity stock and cash per the merger agreement.

On what date did the Stellar Bancorp (STEL) merger transaction become effective for shareholders?

The merger became effective on July 1, 2026, referred to as the Effective Time. Immediately before that point, each outstanding share of Stellar Bancorp common stock was canceled and converted into the specified combination of Prosperity Bancshares common stock and $11.36 in cash per share.

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^*

Tombar Tymothi O.

(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		4,890	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)