Stellar Bancorp director reports share disposition in merger
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Form Type
4
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
Disposition: 100,461 shares
Disposition
2 txns
Insider
Robertson Fred S.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 18,084 | $0.00 | $0.00 |
| Disposition | Common Stock | 82,377 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By Robertson Family Trust)
Footnotes (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
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.
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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.
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
