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Sirkel Jason D.'s Form 4 filing

Stellar Bancorp, Inc. (STEL) · filed Jul 1, 2026

Accession no.
0001193125-26-291541
Filed
Jul 1, 2026, 7:40 AM ET
Trade date
Jul 1, 2026
Filing delay
Same day
Rule 10b5-1 plan
Not checked

This filing lists 1 non-derivative transaction. It was filed on the trade date.

Reporting owners

A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.

Reporting owners on this filing
OwnerRelationship to the company
Sirkel Jason D.CIK 0002100906Officer (Chief Banking Officer)

Non-derivative securities (Table I)

Acquisitions and disposals of common stock and similar shares, one row per line on the filing.

Non-derivative transactions
Trade dateSecurityTransactionSharesPriceValueShares afterOwnershipFlags
Jul 1, 2026Common StockDReturned to the companyDisposed−65,535$0.00F1,F2,F3$0–Direct

Footnotes and remarks

Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.

F1

Includes 55,280 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").

Referenced by the price of 1 transaction in Table I.

F2

Includes 7,927 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.

Referenced by the price of 1 transaction in Table I.

F3

Includes 2,328 performance unit awards granted (as defined below) 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.

Referenced by the price of 1 transaction in Table I.

Read the full filing on SEC EDGAR (opens in a new tab)