Vitulli, III Ramon A. 4
4 · Stellar Bancorp, Inc. · Filed Jul 1, 2026
Research Summary
AI-generated summary of this filing
Stellar Bancorp (STEL) President Ramon A. Vitulli III Converts Shares in Merger
What Happened
- Ramon A. Vitulli III, President of Stellar Bancorp, disposed of 119,680 shares of Stellar common stock on July 1, 2026 as part of the company’s merger with Prosperity Bancshares. Under the merger, each Stellar share was cancelled and converted into (a) 0.3803 shares of Prosperity common stock and (b) $11.36 in cash. The transaction is reported on Form 4 as a disposition to the issuer (price reported $0.00 because Stellar shares were cancelled). The cash component for 119,680 shares is approximately $1,359,565 and the stock component is approximately 45,514.3 Prosperity shares.
Key Details
- Transaction date: 2026-07-01 (Effective Time of the merger)
- Reported Form 4 transaction: Disposition to issuer (all 119,680 Stellar shares cancelled) at $0.00; merger consideration = 0.3803 Prosperity shares + $11.36 cash per Stellar share
- Approximate consideration received: ~$1.36M cash + ~45,514 Prosperity shares
- Shares owned after transaction: Stellar common stock was cancelled at the Effective Time (no Stellar shares remain); holding in Prosperity reflects converted shares (exact post-transaction Prosperity balance per filing not fully itemized)
- Notable footnotes:
- Restricted stock (14,299 shares) vested and converted into the same per-share merger consideration (cash + Prosperity stock).
- Performance unit awards (9,153 in 2024, 10,840 in 2025, 6,041 in 2026) were deemed vested/performed (2024 awards counted at 200% of target; others at 100%) and converted into cash equal to the Per Share Merger Consideration times the applicable share equivalents.
- Filing timeliness: Report lists the Effective Time as 7/1/2026 and the Form 4 was filed with accession dated 2026-07-01 (no late filing indicated in the document).
Context
- This was not an open-market sale or a typical insider “sale” for liquidity — it was an automatic conversion as part of a corporate merger (Stellar → Prosperity). Merger conversions and associated vesting/payments for restricted/performance awards are routine in acquisitions and do not by themselves indicate the insider’s view of the business.
Insider Transaction Report
Form 4Exit
Vitulli, III Ramon A.
President
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-07-01−119,680→ 0 total
Footnotes (3)
- [F1]Includes 79,347 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").
- [F2]Includes 14,299 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.
- [F3]Includes (a) 9,153 performance unit awards (as defined below) granted in 2024, (b) 10,840 performance unit awards granted in 2025, and (c) 6,041 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).
Signature
/s/ Justin M. Long, attorney-in-fact|2026-07-01