Vitulli, III Ramon A. 4

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.