Franklin Robert R Jr 4
4 · Stellar Bancorp, Inc. · Filed Jul 1, 2026
Research Summary
AI-generated summary of this filing
Stellar Bancorp (STEL) CEO Robert R. Franklin Jr Sells 418,843 Shares
What Happened
- Robert R. Franklin Jr., Chief Executive Officer of Stellar Bancorp, disposed of 418,843 shares of Stellar common stock on July 1, 2026 (transaction code D — disposition to the issuer) as part of the closing of the merger with Prosperity Bancshares. The Form 4 reports $0 proceeds because Stellar shares were cancelled and converted at the merger Effective Time into merger consideration.
- Per the merger terms, each Stellar share was converted into (i) $11.36 in cash and (ii) 0.3803 shares of Prosperity common stock. For the 418,843 Stellar shares, that equals approximately $4,758,056.48 in cash plus about 159,286 shares of Prosperity (rounded).
Key Details
- Transaction date: July 1, 2026. Form 4 filed same day (timely).
- Reported Form 4 proceeds: $0 (conversion/cancellation to issuer). Actual merger consideration: $11.36 cash per share + 0.3803 Prosperity shares per Stellar share.
- Shares involved: 418,843 Stellar shares disposed. Breakdown per footnotes: 322,109 Stellar common shares, 26,018 restricted stock awards, and 70,716 performance unit awards (24,607 from 2024, 29,552 from 2025, 16,557 from 2026).
- Performance awards treatment: Performance units converted to cash with performance deemed achieved at 100% of target (and 200% for 2024 grants), per the footnote.
- Ownership after transaction: Stellar common stock was cancelled at the Effective Time; the insider now received merger consideration (cash + Prosperity shares) rather than holding Stellar stock.
- Filing timeliness: Reported for the period 2026-07-01 and filed 2026-07-01 — not late.
Context
- This was not an open-market sale but the mandatory conversion of Stellar shares under the merger agreement with Prosperity Bancshares. The Form 4 shows a disposition to the issuer (code D), so it reflects deal consideration rather than a trading decision. Retail investors should view this as a merger-related conversion: the insider received the agreed cash and Prosperity stock consideration rather than proceeds from an independent sale.
Insider Transaction Report
Form 4Exit
Franklin Robert R Jr
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-07-01−418,843→ 0 total
Footnotes (3)
- [F1]Includes 322,109 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 26,018 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) 24,607 performance unit awards (as defined below) granted in 2024, (b) 29,552 performance unit awards granted in 2025, and (c) 16,557 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