Stellar Bancorp, Inc.·4

Jul 1, 7:40 AM ET

Beckworth John 4

4 · Stellar Bancorp, Inc. · Filed Jul 1, 2026

Research Summary

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Stellar Bancorp (STEL) Director John Beckworth Cancels Shares in Merger

What Happened
John Beckworth, a director of Stellar Bancorp, reported two dispositions on July 1, 2026: 106,221 and 94,560 shares (total 200,781) were cancelled/converted as part of the company’s merger with Prosperity Bancshares. Per the merger terms, each Stellar share converted into 0.3803 shares of Prosperity common stock plus $11.36 in cash. That equals roughly 76,357 Prosperity shares and approximately $2,280,872.16 in cash consideration in total. The Form 4 shows the dispositions to the issuer at $0.00 because the shares were cancelled and converted under the merger, not sold on the open market.

Key Details

  • Transaction date: 2026-07-01 (Effective Time of the merger)
  • Reported dispositions: 106,221 shares and 94,560 shares (total 200,781) at $0.00 per share (disposed)
  • Merger consideration (per Stellar share): 0.3803 Prosperity shares + $11.36 cash
  • Aggregate consideration (approx.): ~76,357 Prosperity shares and ~$2,280,872.16 cash
  • Shares owned after transaction: Not specified in the filing
  • Footnote: Conversion and cash payment occurred under the Agreement and Plan of Merger dated Jan 27, 2026 (see F1)
  • Filing timeliness: Reported with period and filing date 2026-07-01 (no late-filing indication)

Context
This was a corporate transaction-driven disposition (stock cancellation/conversion under a merger), not an open-market sale or voluntary personal sale. Such filings reflect the mechanics of merger consideration rather than an insider expressing a buy/sell view.

Insider Transaction Report

Form 4Exit
Period: 2026-07-01
Transactions
  • Disposition to Issuer

    Common Stock

    [F1]
    2026-07-01106,2210 total
  • Disposition to Issuer

    Common Stock

    [F1]
    2026-07-0194,5600 total(indirect: By Trust)
Footnotes (1)
  • [F1]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").
Signature
/s/ Justin M. Long, attorney-in-fact|2026-07-01

Documents

1 file
  • 4
    ownership.xmlPrimary

    4