Penland Joe Sr 4
4 · Stellar Bancorp, Inc. · Filed Jul 1, 2026
Research Summary
AI-generated summary of this filing
Stellar Bancorp Director Joe Penland Converts 1.54M Shares in Merger
What Happened
Joe Penland Sr, a director of Stellar Bancorp, reported dispositions on July 1, 2026 that total 1,541,126 shares of Stellar common stock. The Form 4 lists each disposition at $0.00 because, per the merger agreement, Stellar shares were cancelled at the Effective Time and converted into merger consideration rather than sold on the open market. Under the Merger Agreement with Prosperity Bancshares, each Stellar share was converted into 0.3803 shares of Prosperity common stock and $11.36 in cash — resulting in roughly 586,090 Prosperity shares and about $17.5 million in cash for the total holdings surrendered.
Key Details
- Transaction date: 2026-07-01 (Effective Time of the merger).
- Reported disposals: 585,320; 4,000; 227,170; and 724,636 shares — total 1,541,126 Stellar shares.
- Price reported on Form 4: $0.00 per share (shares cancelled/converted).
- Merger consideration (per footnote): 0.3803 Prosperity shares + $11.36 cash per Stellar share.
- Approximate consideration received by Penland: ~586,090 Prosperity shares and ~$17,507,191 in cash.
- Shares owned after transaction: Stellar common stock outstanding immediately prior was cancelled; Stellar shares held were converted as described. The filing does not show a separate late-filing flag.
Context
This was a corporate merger conversion, not an open-market sale — the $0.00 price on the Form 4 reflects cancellation and conversion of Stellar shares under the Merger Agreement. Such transactions reflect deal terms, not an insider trading view; proceeds include both cash and stock of the surviving company (Prosperity).
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-07-01−585,320→ 0 total - Disposition to Issuer
Common Stock
[F1]2026-07-01−4,000→ 0 total(indirect: By Quality Mat Company) - Disposition to Issuer
Common Stock
[F1]2026-07-01−227,170→ 0 total(indirect: By Foundation) - Disposition to Issuer
Common Stock
[F1]2026-07-01−724,636→ 0 total(indirect: By Tram Road Partners LP)
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").