Stellar Bancorp (STEL) director’s shares cancelled in Prosperity merger

Rhea-AI Filing Summary

Stellar Bancorp, Inc. director Fred S. Robertson reported dispositions of all his common stock in connection with the company’s merger with Prosperity Bancshares, Inc. The filing shows 82,377 shares held indirectly through the Robertson Family Trust and 18,084 shares held directly were disposed of in issuer transactions coded as “D.”

According to the merger terms, at the Effective Time each share of Stellar Bancorp common stock was cancelled and converted into the right to receive 0.3803 shares of Prosperity common stock plus cash of $11.36 per share, together referred to as the Per Share Merger Consideration.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Robertson Fred S.

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	18,084	$0.00	--
Disposition	Common Stock	82,377	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct, null); Common Stock — 0 shares (Indirect, By Robertson Family Trust)

Footnotes (1)

1. [object Object]

Key Figures

Indirect shares disposed: 82,377 shares Direct shares disposed: 18,084 shares Per share cash merger consideration: $11.36 per share +1 more

4 metrics

Indirect shares disposed 82,377 shares Common stock held by Robertson Family Trust, issuer disposition

Direct shares disposed 18,084 shares Common stock held directly by Fred S. Robertson, issuer disposition

Per share cash merger consideration $11.36 per share Cash portion of Per Share Merger Consideration

Exchange ratio 0.3803 shares Prosperity common stock per Stellar Bancorp share

Key Terms

Agreement and Plan of Merger, Effective Time, Exchange Ratio, Per Share 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

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

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 Merger Consideration financial

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

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 07:41 AM 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
Estimated average burden
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^*

Robertson Fred S.

(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		18,084	D	$0(1)	0	D
Common Stock	07/01/2026		D		82,377	D	$0(1)	0	I	By Robertson Family Trust

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)

FAQ

What insider transaction did Stellar Bancorp (STEL) report for Fred S. Robertson?

Stellar Bancorp reported that director Fred S. Robertson disposed of all reported common shares. The filing lists 82,377 shares held via the Robertson Family Trust and 18,084 shares held directly, each coded as a disposition to the issuer in connection with the merger.

How many Stellar Bancorp (STEL) shares were held through the Robertson Family Trust?

The Robertson Family Trust held 82,377 shares of Stellar Bancorp common stock. These shares were reported as indirectly owned and were disposed of in an issuer transaction at the Effective Time of the merger described in the Agreement and Plan of Merger.

What were the merger terms affecting Stellar Bancorp (STEL) common stock?

Each share of Stellar Bancorp common stock outstanding immediately before the Effective Time was cancelled and converted into the right to receive 0.3803 shares of Prosperity common stock plus $11.36 in cash, together called the Per Share Merger Consideration under the Merger Agreement.

Why do the Stellar Bancorp (STEL) Form 4 transactions show a zero price per share?

The Form 4 lists a transaction price of $0.0000 because the dispositions are coded as issuer dispositions tied to the merger conversion. Shares were cancelled and converted into the merger consideration rather than sold in an open-market, price-per-share cash transaction.

What does the Effective Time mean in the Stellar Bancorp (STEL) merger?

The Effective Time is the moment the merger with Prosperity Bancshares was consummated. At that time, each outstanding Stellar Bancorp common share was cancelled and converted into the right to receive the specified exchange ratio of Prosperity stock plus $11.36 in cash.

Who is the acquirer in the Stellar Bancorp (STEL) merger referenced in this Form 4?

The merger involves Prosperity Bancshares, Inc. as the counterparty to Stellar Bancorp, Inc. Under the Merger Agreement, Stellar Bancorp common shares were cancelled and converted into the right to receive Prosperity common stock and cash as the Per Share Merger Consideration.