Akin Okan I. 4
4 · Stellar Bancorp, Inc. · Filed Jul 1, 2026
Research Summary
AI-generated summary of this filing
Stellar Bancorp (STEL) CRO Akin Okan Disposes 85,951 Shares
What Happened
Akin Okan I., Senior Executive Vice President and Chief Risk Officer of Stellar Bancorp, reported the disposition of 85,951 shares of Stellar common stock on July 1, 2026. The Form 4 shows a $0.00 per-share price because the shares were cancelled and converted as part of Stellar’s merger with Prosperity Bancshares: each Stellar share converted into $11.36 in cash (Per Share Cash Merger Consideration) plus 0.3803 shares of Prosperity common stock (the Exchange Ratio). The cash portion of the consideration for 85,951 shares is approximately $976,403; the equity portion equals about 32,687 Prosperity shares (85,951 × 0.3803).
Key Details
- Transaction date: 2026-07-01; reported price on Form 4: $0.00 (conversion in merger).
- Shares disposed: 85,951 Stellar shares converted under the Merger Agreement.
- Cash consideration: $11.36 per share (≈ $976,403 total cash component).
- Equity consideration: 0.3803 shares of Prosperity per Stellar share (≈ 32,687 Prosperity shares).
- Footnotes of note:
- F1: 66,891 of the reported shares were Company common stock converted per the merger.
- F2: 6,757 restricted stock awards vested at the Effective Time and were converted into the Per Share Merger Consideration.
- F3: Performance unit awards (4,325 in 2024, 5,123 in 2025, 2,855 in 2026) fully vested and converted to cash; 2024 awards were treated at 200% of target, others at 100% of target.
- Shares owned after transaction: Stellar common stock outstanding immediately prior to the Effective Time was cancelled and converted—Stellar common stock holdings were converted into the merger consideration.
- Filing timeliness: Reported with a Form 4 dated and filed 2026-07-01 (timely).
Context
- Transaction code D indicates a disposition to the issuer (here, conversion in a merger) rather than an open-market sale. The Form 4 lists $0.00 per share because the shares were surrendered in the merger and replaced by the specified cash and Prosperity stock consideration.
- This is corporate merger consideration, not a trading decision; such dispositions routinely reflect deal terms rather than a judge of insider sentiment.
Insider Transaction Report
Form 4Exit
Akin Okan I.
Senior Executive VP, CRO
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-07-01−85,951→ 0 total
Footnotes (3)
- [F1]Includes 66,891 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 6,757 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) 4,325 performance unit awards (as defined below) granted in 2024, (b) 5,123 performance unit awards granted in 2025, and (c) 2,855 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