Retzloff Steven F. 4

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.