Stellar Bancorp (STEL) director records merger-related share cancellation

Rhea-AI Filing Summary

Stellar Bancorp, Inc. director Reagan A. Reaud reported dispositions of common stock in connection with the closing of the company’s merger with Prosperity Bancshares, Inc. On the effective date, all outstanding Stellar common shares were cancelled and converted into merger consideration rather than remaining outstanding equity.

Two dispositions were reported: 500 indirectly held shares attributed to Reaud Holdings LLC and 12,763 shares held directly, each recorded as a disposition to the issuer at a price of $0.00 per share. At the effective time of the merger, every Stellar share was converted into the right to receive 0.3803 shares of Prosperity common stock plus $11.36 in cash per share.

Insights

Equity compensation and M&A specialist

Dispositions reflect closing of an all‑stock-and-cash merger, not open‑market selling.

The filing shows Reagan A. Reaud and Reaud Holdings LLC returning a total of 13,263 Stellar Bancorp common shares to the issuer as part of the Prosperity Bancshares merger. Code D indicates a disposition to the company, with each share cancelled at the effective time.

Because all Stellar shares were converted into the right to receive 0.3803 Prosperity shares plus $11.36 in cash per share, these entries document mechanical merger consideration rather than discretionary trading. The transactions leave zero Stellar shares reported after closing and do not, by themselves, signal a directional view on Prosperity’s stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Reaud Reagan A

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	12,763	$0.00	--
Disposition	Common Stock	500	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, By Reaud Holdings LLC)

Footnotes (1)

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Key Figures

Indirect shares disposed: 500 shares Direct shares disposed: 12,763 shares Total shares following transaction: 0 shares +2 more

5 metrics

Indirect shares disposed 500 shares Common Stock held by Reaud Holdings LLC, disposition to issuer

Direct shares disposed 12,763 shares Common Stock directly held, disposition to issuer

Total shares following transaction 0 shares Stellar Bancorp common stock position after merger effective time

Exchange ratio 0.3803 shares Prosperity common stock per Stellar share

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

Key Terms

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

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

"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")"

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

FAQ

What insider transactions did Reagan A. Reaud report for Stellar Bancorp (STEL)?

Reagan A. Reaud reported two dispositions of Stellar Bancorp common stock to the issuer. One covered 500 indirectly held shares via Reaud Holdings LLC, and another covered 12,763 directly held shares, both recorded at a price of $0.00 per share in connection with the merger.

Why were Stellar Bancorp (STEL) shares disposed of at $0.00 per share on this Form 4?

The shares show a $0.00 price because they were cancelled in a merger, not sold in the market. At the effective time, each Stellar share was converted into the right to receive Prosperity Bancshares stock plus cash, rather than being sold for cash directly.

How were Stellar Bancorp (STEL) shares converted in the Prosperity Bancshares merger?

Each outstanding Stellar Bancorp common share was cancelled and converted into the right to receive 0.3803 shares of Prosperity Bancshares common stock and cash of $11.36 per share, together defined as the per share merger consideration under the merger agreement.

Did Reagan A. Reaud retain any Stellar Bancorp (STEL) shares after these transactions?

No Stellar Bancorp shares are shown as remaining after the merger-related dispositions. The Form 4 reports total shares following each transaction as 0.0000, reflecting that all reported holdings were cancelled and converted into merger consideration at the effective time.

What role did Reaud Holdings LLC play in the Stellar Bancorp (STEL) Form 4 transactions?

Reaud Holdings LLC is listed as the indirect owner of 500 Stellar Bancorp shares that were disposed of. Those shares, attributed to Reaud Holdings LLC, were cancelled and converted into the same stock-and-cash merger consideration as other Stellar shares under the merger agreement.

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^*

Reaud Reagan A

(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		12,763	D	$0(1)	0	D
Common Stock	07/01/2026		D		500	D	$0(1)	0	I	By Reaud Holdings LLC

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)