Reaud Reagan A 4

What Happened

• Reaud Reagan, a director of Stellar Bancorp, reported the disposition (conversion) of 13,263 shares of Stellar common stock on July 1, 2026 (12,763 + 500). The Form 4 lists the transaction price as $0.00 because the shares were cancelled and converted under a merger agreement, not sold in the open market. Under the merger terms, each Stellar share was converted into 0.3803 shares of Prosperity Bancshares plus $11.36 cash — resulting in approximately 5,044 Prosperity shares and $150,667.68 in cash consideration.

Key Details

• Transaction date: 2026-07-01; Transaction code: D (Disposition to issuer).
• Shares disposed: 12,763 and 500 (total 13,263); reported price per STEL share: $0.00 (conversion/cancellation).
• Merger consideration (per footnote): 0.3803 Prosperity shares + $11.36 cash per Stellar share.
• Aggregate cash received (approx.): $150,667.68; aggregate Prosperity shares received (approx.): 5,043.92 (~5,044).
• Shares owned after transaction: Stellar shares outstanding were cancelled at the effective time, so Stellar common stock holdings would be zero following conversion (filing reflects cancellation/conversion).
• Filing timeliness: Reported with a period and filing date of 2026-07-01 (same day as the Effective Time); no late filing indicated.
• Footnote: Transaction results from the Agreement and Plan of Merger dated Jan 27, 2026 (see F1).

Context

• This was not a market sale; it was an involuntary conversion under a merger — common corporate-action reporting that does not necessarily signal insider sentiment. The cash component provides a clear, quantifiable value; the equity component is in Prosperity Bancshares stock rather than Stellar stock.