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

Rhea-AI Filing Summary

Stellar Bancorp, Inc. senior executive Justin M. Long, SEVP, GC & Secretary, reported a disposition of 53,093 shares of Common Stock back to the company. This occurred at the completion of Stellar’s merger with Prosperity Bancshares, when each Stellar share was cancelled and converted into merger consideration.

Under the merger terms, each Stellar share became the right to receive 0.3803 shares of Prosperity common stock plus $11.36 in cash per share. Following this transaction, Long reported zero Stellar Bancorp shares directly owned, reflecting the company’s merger-related share cancellation rather than an open‑market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Long Justin M

Role SEVP, GC & Secretary

Type	Security	Shares	Price	Value
Disposition	Common Stock	53,093	$0.00	--

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

Footnotes (1)

1. Includes 29,478 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"). Includes 8,372 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. Includes (a) 5,359 performance unit awards (as defined below) granted in 2024, (b) 6,347 performance unit awards granted in 2025, and (c) 3,537 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). Since the date of the reporting person's last ownership report, he transferred 222 shares of Company Common Stock to his ex-spouse pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by her ex-spouse.

Key Figures

Shares disposed: 53,093 shares Price per disposed share: $0.00 Post-transaction holdings: 0 shares +5 more

8 metrics

Shares disposed 53,093 shares Disposition to issuer on July 1, 2026

Price per disposed share $0.00 Reported transaction price per share

Post-transaction holdings 0 shares Total Stellar Bancorp shares after disposition

Stock merger component 0.3803 shares Prosperity common stock per Stellar share

Cash merger component $11.36 per share Cash Merger Consideration per Stellar share

Restricted stock included 8,372 shares Restricted stock subject to service-based vesting

2024 performance unit awards 5,359 units Performance unit awards granted in 2024

Shares transferred to ex-spouse 222 shares Transfer under a domestic relations order

Key Terms

Per Share Merger Consideration, Exchange Ratio, restricted stock, performance unit award, +2 more

6 terms

Per Share Merger Consideration financial

"each share ... was cancelled and converted into the right to receive ... the "Per Share Merger Consideration""

Exchange Ratio financial

"to receive (i) 0.3803 shares of common stock (the "Exchange Ratio"), par value $1.00 per share"

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 financial

"Includes 8,372 shares of restricted stock. At the Effective Time, each outstanding restricted stock award..."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

performance unit award financial

"each outstanding restricted unit award ... subject to performance-based vesting (each, a "performance unit award") fully vested"

Per Share Cash Merger Consideration financial

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

domestic relations order financial

"he transferred 222 shares ... to his ex-spouse pursuant to a domestic relations order."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 07:40 AM Accepted by SEC EDGAR 07/01/2026 - 07:40 AM Learn about SEC filing dates

FAQ

What did Justin M. Long report in this Form 4 for Stellar Bancorp (STEL)?

Justin M. Long reported disposing of 53,093 Stellar Bancorp common shares back to the company. The disposition reflects cancellation of his shares at the merger closing, with his direct Stellar share ownership falling to zero after the transaction.

Was Justin M. Long’s transaction an open-market sale of STEL shares?

No, the transaction was a disposition to the issuer, not an open‑market sale. His Stellar shares were cancelled in connection with the merger and converted into the right to receive Prosperity stock plus cash under the agreed merger terms.

What merger consideration did Stellar Bancorp (STEL) shareholders receive per share?

Each Stellar Bancorp share 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 defined as the Per Share Merger Consideration in the merger agreement between Prosperity and Stellar.

How many Stellar Bancorp shares did Justin M. Long hold after the merger transaction?

After the merger-related disposition, Justin M. Long reported owning zero shares of Stellar Bancorp common stock directly. His prior stake was cancelled as part of the merger, consistent with all outstanding Stellar shares being converted into the defined merger consideration package.

How were Stellar Bancorp restricted stock awards treated at the merger closing?

Outstanding restricted stock awards subject only to service-based vesting vested at the effective time. Each such award was converted into the right to receive the same Per Share Merger Consideration as regular shares, paid without interest according to the merger agreement terms.

What happened to Stellar Bancorp performance unit awards in the merger?

Each performance unit award vested fully at the effective time and was converted into a cash payment. The amount equaled the Per Share Merger Consideration Value times the units, with performance deemed at 100% of target, and 200% of target for 2024 grants.

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^*

Long Justin M

(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)
	SEVP, GC & Secretary

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		53,093(4)	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 29,478 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 8,372 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) 5,359 performance unit awards (as defined below) granted in 2024, (b) 6,347 performance unit awards granted in 2025, and (c) 3,537 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).

4. Since the date of the reporting person's last ownership report, he transferred 222 shares of Company Common Stock to his ex-spouse pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by her ex-spouse.

	/s/ Justin M. Long	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)