Akin Okan I. 4

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.