Egge Paul P 4
4 · Stellar Bancorp, Inc. · Filed Jul 1, 2026
Research Summary
AI-generated summary of this filing
Stellar Bancorp (STEL) CFO Paul Egge Disposes 68,594 Shares
What Happened
- Paul P. Egge, Senior Executive VP and Chief Financial Officer of Stellar Bancorp, reported a disposition of 68,594 Stellar shares on July 1, 2026. The Form 4 lists the transaction with a $0.00 per-share price because the shares were cancelled and converted under the merger with Prosperity Bancshares, Inc.
- Under the merger terms each Stellar share was converted into 0.3803 shares of Prosperity common stock and $11.36 in cash. The 68,594 shares therefore yielded approximately $779,227.84 in cash and about 26,086.3 Prosperity shares (rounded: ~$779.2K cash + ~26,086 Prosperity shares).
Key Details
- Transaction date: 2026-07-01. Transaction code: D (Disposition to issuer) related to the merger closing (Effective Time).
- Form 4 shows $0.00 per share (shares were cancelled and converted into merger consideration rather than an open-market sale).
- Merger consideration per Stellar share: 0.3803 Prosperity shares + $11.36 cash.
- Cash received (approx): $779,227.84. Prosperity shares received (approx): 26,086.3.
- Breakdown of the 68,594 converted shares (from footnotes): 38,077 common shares; 10,819 restricted stock awards; 19,698 performance-unit–based awards (6,925 from 2024, 8,202 from 2025, 4,571 from 2026).
- Performance awards: all performance-unit awards fully vested and converted to cash with performance deemed achieved at 100% of target (except 2024 awards, deemed at 200% of target).
- Stellar common stock outstanding immediately prior to the Effective Time was cancelled and converted, so Stellar common shares were not held post-closing; this was a corporate-merger conversion rather than a routine insider sale.
- Filing appears timely (reported with period and filing date of 2026-07-01).
Context
- This transaction is the result of a corporate merger (Stellar being acquired by Prosperity) and reflects conversion of equity and awards into the agreed merger consideration (cash + Prosperity stock). It is not an open-market trade or an exercised option; restricted and performance awards vested/converted per the merger terms. Such corporate-event dispositions do not necessarily reflect the insider’s personal trading decisions.
Insider Transaction Report
Form 4Exit
Egge Paul P
Senior Executive VP, CFO
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-07-01−68,594→ 0 total
Footnotes (3)
- [F1]Includes 38,077 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 10,819 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) 6,925 performance unit awards (as defined below) granted in 2024, (b) 8,202 performance unit awards granted in 2025, and (c) 4,571 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