SEC Form 4 · accession 0001193125-26-291819
PROSPERITY BANCSHARES INC · PB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charlotte M Rasche
Officer — EVP and General Counsel
Period of report
Jul 1, 2026
Accepted (ET)
Jul 1, 2026 · 10:36 am EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001068851
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 1, 2026 | A | 950 | — | A | 61,567 | D | |
| Common StockF2 | holding | — | — | — | 8,686 | I | Through 401(k) plan |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Acquired in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of January 27, 2026, by and between Prosperity Bancshares, Inc., a Texas corporation ("Prosperity") and Stellar Bancorp, Inc., a Texas corporation ("Stellar"). On July 1, 2026 (the "Effective Time"), upon and subject to the terms and conditions set forth in the merger agreement, (i) each share of Stellar's common stock, par value $0.01 per share, outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive (a) 0.3803 shares of common stock, par value $1.00 per share, of Prosperity and (b) an amount in cash equal to $11.36 ((a) and (b) together, the "Per Share Merger Consideration"), and (ii) each outstanding Stellar restricted stock award 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.
- F2Includes 88 shares acquired through the Prosperity Bancshares, Inc. 401(k) plan since the last filing by the reporting person.