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- Delisting (new) — Voluntary delisting from NYSE following merger consummation, not a compliance failure.
Stellar Bancorp completes merger with Prosperity; shareholders receive $38.53 per share
Filed July 1, 2026 · Period ending July 1, 2026 · ~1 min read
Key Changes
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Stellar merged into Prosperity on July 1, 2026. Each Stellar share converted to 0.3803 Prosperity shares plus $11.36 cash, totaling approximately $38.53 per share based on Prosperity's 10-day average closing price of $71.44.
Item 2.01 — Completion of Acquisition or Disposition of Assets verify on EDGAR → -
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Stellar delisted from NYSE effective July 1, 2026, following merger consummation. Trading suspended and Prosperity will file Form 15 to deregister Stellar Common Stock and suspend SEC reporting obligations.
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule verify on EDGAR → -
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All Stellar directors and executive officers ceased serving at merger close. Two former Stellar directors, Robert R. Franklin, Jr. and Joseph B. Swinbank, joined Prosperity's board.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Stellar sold approximately $466.4 million of securities from its investment portfolio during the period ending June 30, 2026, as part of a balance sheet repositioning strategy in connection with the merger.
Item 8.01 — Other Events verify on EDGAR → -
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In-the-money Stellar stock options were cashed out at intrinsic value based on $38.53 per share. Restricted stock awards fully vested and performance units vested at 100% of target (200% for 2024 grants).
Item 2.01 — Completion of Acquisition or Disposition of Assets verify on EDGAR →
Summary
Stellar Bancorp completed its merger with Prosperity Bancshares on July 1, 2026, ending its existence as an independent public company. Stellar shareholders received 0.3803 Prosperity shares plus $11.36 cash per share, totaling approximately $38.53 based on Prosperity's recent trading price. The stock delisted from the NYSE and Prosperity will terminate Stellar's SEC reporting obligations via Form 15.
All Stellar directors and executives departed, though two former Stellar directors joined Prosperity's board to provide continuity. The delisting is a routine consequence of the acquisition, not a regulatory concern. Stellar sold $466 million of securities from its investment portfolio in June as part of pre-merger balance sheet repositioning.
For former Stellar shareholders, the transaction is complete: shares have converted to merger consideration and the company no longer exists as a standalone entity. Those who received Prosperity stock now hold equity in the combined $50+ billion asset institution.
Section-by-Section Diff
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On July 1, 2026, Stellar Bancorp, Inc., a Texas corporation (“Stellar”), merged (the “Merger”) with and into Prosperity Bancshares, Inc., a Texas corporation (“Prosperity”), with Prosperity continuing as the surviving corporation (the “Surviving Corporation”) in the Merger pursuant to the Agreement and Plan of Merger, dated as of January 27, 2026 (the “Merger Agreement”), by and between Prosperity and Stellar.
Stellar Bancorp completed its merger with Prosperity Bancshares on July 1, 2026, with Prosperity as the surviving entity. The merger was originally announced in January 2026. Immediately following the holding company merger, Stellar Bank merged into Prosperity Bank.
Added in current filing · verify on EDGAR →
Each Stellar stock option with a per-share exercise price that was less than the Per Share Merger Consideration Value was cancelled and the holder of such cancelled stock option received (without interest) an amount in cash equal to the product of (A) the excess of the Per Share Merger Consideration Value over the stock option’s per-share exercise price, multiplied by (B) the number of shares of Stellar Common Stock subject to such stock option immediately prior to the Effective Time. Any Stellar stock option with a per-share exercise price that was equal to or greater than the Per Share Merger Consideration Value was cancelled for no consideration in respect thereof.
In-the-money Stellar stock options were cashed out at their intrinsic value based on a Per Share Merger Consideration Value of $38.53 (calculated as $11.36 cash plus 0.3803 times $71.44). Out-of-the-money options were cancelled without payment. Restricted stock awards fully vested and received the merger consideration, while performance unit awards vested at 100% of target (200% for 2024 grants) and were paid in cash.
Event · Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On June 30, 2026, Stellar notified the New York Stock Exchange (the “NYSE”) of the consummation of the Merger and requested that the NYSE (i) suspend trading of Stellar Common Stock prior to the opening of trading on July 1, 2026, (ii) withdraw Stellar Common Stock from listing on the NYSE prior to the opening of trading on July 1, 2026, and (iii) file with the Securities and Exchange Commission (the “SEC”) notifications of delisting of Stellar Common Stock on Form 25 and deregistration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, Stellar Common Stock will no longer be listed on the NYSE.
Stellar Bancorp requested delisting from the NYSE effective July 1, 2026, following the consummation of its merger. Trading was suspended and the stock withdrawn from listing. This is a voluntary delisting resulting from the merger transaction, not a compliance failure.
Event · Item 3.03 — Material Modification to Rights of Security Holders
Stellar Bancorp merger completed; shareholders' rights converted to merger consideration at effective time.
Added in current filing · verify on EDGAR →
As of the Effective Time, each holder of a certificate or book-entry share representing any shares of Stellar Common Stock ceased to have any rights with respect thereto, except the right to receive the consideration as described above and subject to the terms and conditions set forth in the Merger Agreement.
Stellar Bancorp's merger has closed. At the effective time, all Stellar common stock ceased to exist as equity ownership and converted into the right to receive merger consideration. Shareholders no longer hold ownership rights in Stellar; they hold only a contractual claim to payment under the merger agreement. This is the final step in a corporate acquisition.
Event · Item 5.01 — Changes in Control of Registrant
Change in control of Stellar Bancorp disclosed, with details cross-referenced to other items in this 8-K filing.
Added in current filing · verify on EDGAR →
Changes in Control of the Registrant. The information set forth under Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Stellar Bancorp disclosed a change in control event under Item 5.01. The filing cross-references Items 2.01 (acquisition/disposition of assets), 3.01 (notice of delisting or failure to satisfy listing rule), 3.03 (material modification to shareholder rights), and 5.02 (departure/election of directors or officers) for the substantive details of this control change. The nature and terms of the control change are described in those referenced sections.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
As of the Effective Time, and pursuant to the terms of the Merger Agreement, Stellar’s directors and executive officers ceased serving as directors and executive officers of Stellar.
All of Stellar's directors and executive officers ceased their roles at the effective time of the merger. This is a standard outcome when a company is acquired — the entire leadership team departs as the entity is absorbed into the acquirer. The departures were pursuant to the merger agreement terms, not resignations or terminations for cause.
Added in current filing · verify on EDGAR →
as of the Effective Time and in accordance with the Merger Agreement, Robert R. Franklin, Jr. and Joseph B. Swinbank, each of whom was a member of the board of directors of Stellar immediately prior to the consummation of the Merger, were appointed to the board of directors of Prosperity.
Two former Stellar directors, Robert R. Franklin, Jr. and Joseph B. Swinbank, were appointed to Prosperity's board at the merger's effective time. This board representation is a common feature of merger agreements, providing continuity and ensuring the acquired company's stakeholders have a voice in the combined entity's governance.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Stellar Bancorp completed a merger with Prosperity, adopting Prosperity's governing documents as the surviving corporation's charter and bylaws.
Added in current filing · verify on EDGAR →
At the Effective Time, the Second Amended and Restated Certificate of Formation and Amended and Restated Bylaws of Stellar ceased to be in effect by operation of law. As a result of the Merger, Prosperity’s Amended and Restated Articles of Incorporation, as amended, and Amended and Restated Bylaws, copies of which are included as Exhibits 3.1, 3.2 and 3.3 hereto, respectively, and incorporated by reference herein, continued in effect as the governing documents of the Surviving Corporation.
Stellar Bancorp completed its merger with Prosperity. Upon closing, Stellar's original charter and bylaws were replaced by Prosperity's governing documents, which now control the combined entity. This is the standard legal mechanics of a merger where one entity survives and the other's corporate documents cease to exist.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 4, 2026 · How we verify