Stellar Bancorp (STEL) executive disposes 102K shares as Prosperity merger closes

Rhea-AI Filing Summary

Stellar Bancorp, Inc. insider Joe F. West, Senior Executive VP and Chief Credit Officer, reported disposing of 102,193 shares of common stock in a transaction classified as a disposition to the issuer.

This reflects the closing of Stellar’s merger with Prosperity Bancshares, Inc. At the merger’s effective time, each Stellar share was cancelled and converted into the right to receive 0.3803 shares of Prosperity common stock plus $11.36 in cash per share. West’s holdings included restricted stock and performance-based unit awards, which vested at closing and were converted into cash or the same merger consideration under the agreement, leaving him with no reported Stellar shares after the transaction.

Insider Trade Summary

Net Seller: 102,193 shares

Net Sell 1 txn

Insider West Joe F

Role Senior Executive VP, CCO

Type	Security	Shares	Price	Value
Disposition	Common Stock	102,193	$0.00	$0.00

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

Footnotes (3)

1. F1. Includes 81,166 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. F2. Includes 7,534 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. F3. Includes (a) 4,582 performance unit awards (as defined below) granted in 2024, (b) 5,685 performance unit awards granted in 2025, and (c) 3,226 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).

Key Figures

Shares disposed: 102,193 shares Post-transaction holdings: 0 shares Stock exchange ratio: 0.3803 shares +5 more

8 metrics

Shares disposed 102,193 shares Disposition to issuer on July 1, 2026

Post-transaction holdings 0 shares Total Stellar common stock after disposition

Stock exchange ratio 0.3803 shares Prosperity shares per Stellar share at merger

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

Restricted stock included 7,534 shares Service-based restricted stock vested at effective time

2024 performance unit awards 4,582 units Deemed at 200% of target for cash-out calculation

2025 performance unit awards 5,685 units Vested at merger effective time and paid in cash

2026 performance unit awards 3,226 units Vested and converted into cash at closing

Key Terms

Disposition to issuer, Exchange Ratio, Per Share Merger Consideration, restricted stock award, +2 more

6 terms

Disposition to issuer financial

"transaction_code_description: Disposition to issuer"

Exchange Ratio financial

"each share was cancelled and converted into the right 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 Merger Consideration financial

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

restricted stock award financial

"each outstanding restricted stock award in respect of Company Common Stock subject solely to service-based vesting"

A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

performance unit awards financial

"Includes (a) 4,582 performance unit awards (as defined below) granted in 2024, (b) 5,685 performance unit awards granted in 2025"

Agreement and Plan of Merger financial

"transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 27, 2026"

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.

FAQ

What did Joe F. West report in this Form 4 for Stellar Bancorp (STEL)?

Joe F. West reported a disposition of 102,193 shares of Stellar Bancorp common stock to the issuer. This occurred in connection with Stellar’s merger into Prosperity Bancshares, where all Stellar shares were cancelled and converted into merger consideration at the effective time.

Was Joe F. West’s Form 4 transaction an open-market sale of STEL shares?

The Form 4 shows a disposition to the issuer, not an open-market sale. Shares were cancelled at the merger’s effective time and converted into the agreed stock-and-cash merger consideration rather than being sold on the open market to third-party buyers.

What merger terms are relevant to Joe F. West’s Stellar Bancorp (STEL) shares?

Each Stellar Bancorp share was converted into 0.3803 Prosperity Bancshares shares plus $11.36 in cash. This “Per Share Merger Consideration” applied when the merger became effective, replacing Stellar equity with a mix of Prosperity stock and cash for each outstanding Stellar share.

How were restricted stock awards for STEL treated in this Form 4 event?

Outstanding restricted stock awards subject only to service-based conditions vested at the merger’s effective time. Each such award then converted into the right to receive the same per share merger consideration as regular common stock, paid without interest under the merger agreement’s terms.

What happened to Joe F. West’s performance unit awards tied to Stellar Bancorp stock?

Performance unit awards granted in 2024, 2025, and 2026 fully vested at the effective time. They were converted into cash equal to the Per Share Merger Consideration Value times the shares covered, with performance deemed at target, and 2024 awards deemed at 200% of target.

How many Stellar Bancorp shares did Joe F. West hold after the merger-related disposition?

After the reported disposition, the Form 4 shows Joe F. West holding zero shares of Stellar Bancorp common stock. This reflects the cancellation of all Stellar shares at closing as they were converted into stock and cash consideration under the merger agreement with Prosperity Bancshares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

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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^*

West Joe F

(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)
	Senior Executive VP, CCO

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		102,193	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 81,166 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 7,534 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) 4,582 performance unit awards (as defined below) granted in 2024, (b) 5,685 performance unit awards granted in 2025, and (c) 3,226 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).

	/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).
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* Form 4: SEC 1474 (03-26)