Retzloff Steven F. 4
4 · Stellar Bancorp, Inc. · Filed Jul 1, 2026
Research Summary
AI-generated summary of this filing
Stellar (STEL) Exec Chair Steven Retzloff Converts 552,815 Shares
What Happened
- Steven F. Retzloff, Executive Chairman and Director of Stellar Bancorp, reported dispositions on 2026-07-01 totaling 552,815 shares of Stellar common stock. The Form 4 shows four dispositions to the issuer (code D) at $0.00 per share because the shares were cancelled and converted as part of Stellar’s merger with Prosperity Bancshares, effective July 1, 2026.
- Under the merger terms, each Stellar share was converted into 0.3803 shares of Prosperity common stock and $11.36 in cash. The 552,815 Stellar shares converted into approximately 210,236 Prosperity shares and cash of about $6,279,978.40. This was a corporate merger conversion, not an open-market sale.
Key Details
- Transaction date: 2026-07-01 (Effective Time of the merger). Report filed 2026-07-01 (timely).
- Reported dispositions: 136,446; 25,531; 378,240; and 12,598 shares (total 552,815). Reported price per share: $0.00 (conversion/cancellation).
- Consideration received: per-share merger consideration = 0.3803 Prosperity shares + $11.36 cash; total cash ~ $6.28M; total Prosperity shares ~210,236 (fractions may be treated per merger terms).
- Shares owned after transaction: Stellar common stock outstanding immediately prior to the Effective Time was cancelled and converted, so Retzloff no longer holds Stellar common stock; he received Prosperity stock and cash instead.
- Notable footnotes:
- F1/F4: All outstanding Stellar common shares were cancelled and converted per the Merger Agreement.
- F2: 12,672 restricted shares vested and converted into the merger consideration.
- F3: Performance unit awards (from 2024–2026) vested/converted for cash with performance treated as achieved (2024 awards at 200% of target; 2025/2026 at 100% of target).
- Filing timeliness: No late filing indicated.
Context
- This filing reflects merger consideration and award conversions, not a market sell motivated by trading decisions. Dispositions to the issuer at $0 on Form 4 are common when company shares are cancelled in a merger and converted into other securities and/or cash. For retail investors, these entries show the execution of the Merger Agreement rather than a directional insider trade.
Insider Transaction Report
Form 4Exit
Retzloff Steven F.
DirectorExecutive Chairman
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-07-01−136,446→ 0 total - Disposition to Issuer
Common Stock
[F4]2026-07-01−25,531→ 0 total(indirect: By Retzloff Industries, Inc.) - Disposition to Issuer
Common Stock
[F4]2026-07-01−378,240→ 0 total(indirect: By Retzloff Holdings, LTD.) - Disposition to Issuer
Common Stock
[F4]2026-07-01−12,598→ 0 total(indirect: By Partnership)
Footnotes (4)
- [F1]Includes 89,251 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 12,672 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) 12,075 performance unit awards (as defined below) granted in 2024, (b) 14,401 performance unit awards granted in 2025, and (c) 8,047 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).
- [F4]At the Effective Time, upon consummation of the transactions contemplated by the Merger Agreement, and subject to the terms and conditions set forth in the Merger Agreement, each share of the Company Common Stock outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive the Per Share Merger Consideration.
Signature
/s/ Justin M. Long, attorney-in-fact|2026-07-01