Stellar Bancorp Inc

1. 1

   Merger Proposal

   ManagementBoard: FOR

   Approve the Agreement and Plan of Merger dated January 27, 2026 between Stellar and Prosperity and the transactions contemplated thereby, including the merger of Stellar with and into Prosperity.

   More detail

   Stellar Proposal 1 asks shareholders to approve the Agreement and Plan of Merger dated January 27, 2026, under which Stellar will merge with and into Prosperity with Prosperity as the surviving corporation. Management seeks shareholder approval because it is a condition to completing the merger and the Board has determined the Merger is in the best interests of Stellar and its shareholders after evaluating strategic alternatives, the financial terms, regulatory considerations and the likely benefits of scale, diversification and enhanced resources. The Merger consideration includes $11.36 cash and 0.3803 shares of Prosperity common stock per share of Stellar, subject to a Prosperity stock cap mechanism that increases cash consideration if needed. The Board considered fairness analyses and received a fairness opinion from KBW, reviewed Pro forma effects and prospective financial information and negotiated customary covenants, representations, regulatory conditions, termination fee and closing conditions in the merger agreement. Shareholder approval requires at least two-thirds of outstanding Stellar common stock. The Board unanimously recommends that shareholders vote FOR the merger proposal, citing factors such as improved scale, capital strength, access to broader products, expected cost synergies and the cash component which hedges downside risk; the Board also considered potential conflicts of interest, executive employment and retention arrangements and potential regulatory risks. Completion remains subject to regulatory approvals and other customary closing conditions, and the merger agreement contains fiduciary out and termination-fee provisions and appraisal rights under Texas law.

2. 2

   Merger Compensation Proposal

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation that may be paid or become payable to Stellar’s named executive officers that is based on or otherwise relates to the merger (golden parachute disclosures).

   More detail

   Proposal 2 is a non-binding advisory (‘‘say-on-pay’’) vote on merger-related “golden parachute” compensation payable to Stellar’s named executive officers in connection with the merger. Management is seeking shareholder advisory approval per SEC rules; the vote is advisory only and not a condition to closing. The proxy details various single-trigger payments (severance, equity payout/acceleration, and cash signing bonus in at least one case) and estimates aggregate pre-tax payout amounts for named executives. The Board recommends a FOR vote, explaining that the payments are designed to fairly compensate executives for change-in-control outcomes, facilitate management retention and ensure a smooth transition, and are consistent with negotiating the transaction and prospective employment arrangements with Prosperity. Shareholders should understand the advisory nature of the vote — even if the proposal fails, the contractual entitlements will be paid per their terms — and consider potential governance and aligning incentives issues, the magnitude and structure of payments, single- versus double-trigger treatment, and the broader context of executive roles after closing when assessing the merits of the proposal.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve, if necessary or appropriate, adjourning or postponing the Stellar special meeting to solicit additional proxies or to ensure any required supplement or amendment to the proxy statement/prospectus is provided to Stellar shareholders.

   More detail

   Proposal 3 seeks shareholder authorization to permit the meeting to be adjourned or postponed if there are insufficient votes to approve the merger proposal at the scheduled time or if a supplement or amendment to the proxy statement/prospectus needs to be provided to shareholders. This is a procedural proposal that provides the Board and management of Stellar flexibility to adjourn and solicit additional votes, including to gather additional proxies from beneficial owners or to allow for further disclosure prior to resubmitting the Merger proposal. The Board unanimously recommends voting FOR the adjournment proposal. If shareholders vote against this procedural authority, and insufficient votes are present at the meeting to approve the merger proposal, Stellar would need to rely on other means (including separate notices and solicitations) to gather the Requisite Stellar Vote, which could delay the process. The adjournment proposal is not a condition to the Merger and requires only a majority of votes cast. This proposal is routine and primarily administrative in nature; it preserves the Board’s ability to complete the transaction if additional votes are needed or to address disclosure issues discovered before final approval.

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When is the Stellar Bancorp Inc 2026 special meeting?

Stellar Bancorp Inc (STEL) holds its 2026 special shareholder meeting on Wednesday, May 27, 2026.

What is the record date for the Stellar Bancorp Inc 2026 meeting?

The record date for the Stellar Bancorp Inc 2026 meeting is Friday, April 10, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Stellar Bancorp Inc's 2026 meeting?

The board is presenting 7 director nominees at the Stellar Bancorp Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Stellar Bancorp Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Stellar Bancorp Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.