SEC Form 4 · accession 0001193125-26-291538
Stellar Bancorp, Inc. · STEL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven F. Retzloff
Officer — Executive Chairman · Director
Period of report
Jul 1, 2026
Accepted (ET)
Jul 1, 2026 · 7:40 am EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001473844
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jul 1, 2026 | D | 136,446 | $0.00 | D | 0 | D | |
| Common StockF4 | Jul 1, 2026 | D | 25,531 | $0.00 | D | 0 | I | By Retzloff Industries, Inc. |
| Common StockF4 | Jul 1, 2026 | D | 378,240 | $0.00 | D | 0 | I | By Retzloff Holdings, LTD. |
| Common StockF4 | Jul 1, 2026 | D | 12,598 | $0.00 | D | 0 | I | By SF Retzloff Family Limited Partnership, LTD. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Includes 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").
- F2Includes 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.
- F3Includes (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).
- F4At 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.