Franklin Robert R Jr 4

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.