# Stellar Bancorp, Inc. (STEL) — merger [completed]
Source: SEC API (secapi.ai) · situation sit_a4ca2d1eb3345882a231 · retrieved 2026-08-11T15:54:00.575Z

## Overview
Prosperity Bancshares, Inc. is a Texas-based bank holding company that has grown from a small community bank with less than $500 million in assets in 1998 to a major regional bank, pursuing growth through opportunistic M&A while maintaining focus on low-cost core deposits, operational efficiency, and sound credit quality.

Prosperity Bancshares, Inc. announced the acquisition of Stellar Bancorp, Inc., a well-run Texas bank with similar credit discipline and a strong non-interest-bearing deposit mix. The combined entity will rank as the number 5 bank by deposits in Houston and the largest Texas-based bank in the market, as well as the second-largest bank by deposits in Texas. Prosperity CEO David Zalman stated the transaction is consistent with the company's 27-year strategy of disciplined growth via opportunistic M&A, and projects combined 2027 earnings of $7.34 per share. The transaction is expected to close on June 30, 2026, and will be accretive to earnings with significant cost synergies and enhanced franchise value.

## Terms
- Counterparty: Stellar Bancorp, Inc. · Deal value: $2.00B · Consideration: stock · Price/share: $11.36

## Key dates
- Announced 2026-01-28 · Expected close 2026-06-30 · Completed 2026-07-01

## Timeline
- 2026-01-28 · 425 (0001104659-26-007474): 425 - Stellar Bancorp, Inc. — *Stellar Bancorp, Inc. is a Texas-based national commercial bank providing personal banking services and investments to consumers and businesses.* Stellar Bancorp, Inc. entered into an Agreement and Plan of Merger with Prosperity Bancshares, Inc., dated January 27, 2026. The combined company will have approximately $54 billion in assets and will be the second largest Texas-headquartered bank by assets. The merger is expected to close in late Q2 2026. Prosperity is a Houston-based regional financial holding company with over 300 locations throughout Texas and Oklahoma.
  https://www.sec.gov/Archives/edgar/data/1473844/0001104659-26-007474.txt
- 2026-01-28 · 425 (0001104659-26-007184): 425 - Stellar Bancorp, Inc. — *Stellar Bancorp, Inc. is a bank holding company headquartered in Houston, Texas, whose principal banking subsidiary, Stellar Bank, provides diversified commercial banking services primarily to small- to medium-sized businesses and individual customers across Houston, Dallas, Beaumont and surrounding communities in Texas.* Prosperity Bancshares, Inc. agreed to acquire Stellar Bancorp, Inc. in an all-stock and cash transaction. Under the definitive merger agreement dated January 27, 2026, Prosperity will issue 0.3803 shares of Prosperity common stock and $11.36 in cash for each outstanding share of Stellar common stock. Based on Prosperity's closing stock price of $72.90 on January 27, 2026, the total transaction value was approximately $2.002 billion. The merger is expected to close during the second quarter of 2026, subject to receipt of required regulatory approvals, approval by Stellar's shareholders, and satisfaction of other customary closing conditions. The transaction has been unanimously approved by the boards of directors of both companies.
  https://www.sec.gov/Archives/edgar/data/1473844/0001104659-26-007184.txt
- 2026-01-29 · 425 (0001104659-26-008047): 425 - Stellar Bancorp, Inc. — *Prosperity Bancshares, Inc. is a Texas-based bank holding company that has grown from a small community bank with less than $500 million in assets in 1998 to a major regional bank, pursuing growth through opportunistic M&A while maintaining focus on low-cost core deposits, operational efficiency, and sound credit quality.* Prosperity Bancshares, Inc. announced the acquisition of Stellar Bancorp, Inc., a well-run Texas bank with similar credit discipline and a strong non-interest-bearing deposit mix. The combined entity will rank as the number 5 bank by deposits in Houston and the largest Texas-based bank in the market, as well as the second-largest bank by deposits in Texas. Prosperity CEO David Zalman stated the transaction is consistent with the company's 27-year strategy of disciplined growth via opportunistic M&A, and projects combined 2027 earnings of $7.34 per share. The transaction is expected to close on June 30, 2026, and will be accretive to earnings with significant cost synergies and enhanced franchise value.
  https://www.sec.gov/Archives/edgar/data/1473844/0001104659-26-008047.txt
- 2026-01-29 · 425 (0001104659-26-007679): 425 - Stellar Bancorp, Inc. — *Stellar Bancorp, Inc. is a Texas-based bank holding company with a wholly owned banking subsidiary, Stellar Bank.* On January 27, 2026, Stellar Bancorp, Inc. entered into an Agreement and Plan of Merger with Prosperity Bancshares, Inc., whereby Stellar will merge into Prosperity, with Prosperity as the surviving corporation. Immediately following the merger, Stellar Bank will merge into Prosperity Bank. Each share of Stellar Common Stock will be converted into the right to receive 0.3803 shares of Prosperity Common Stock and $11.36 in cash per share. The merger is subject to customary conditions including approval by Stellar shareholders, regulatory approvals from the Federal Reserve Board, FDIC, and Texas Department of Banking, and effectiveness of Prosperity's Form S-4 registration statement. Stellar has agreed to a termination fee of $78 million payable upon termination under certain circumstances.
  https://www.sec.gov/Archives/edgar/data/1473844/0001104659-26-007679.txt
- 2026-07-01 · 8-K (0001193125-26-291511): 8-K 8-K
  https://www.sec.gov/Archives/edgar/data/1473844/000119312526291511/d116708d8k.htm

## Citations
- 0001104659-26-007474 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926007474
- 0001104659-26-007184 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926007184
- 0001104659-26-008047 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926008047
- 0001104659-26-007679 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926007679
- 0001193125-26-291511 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526291511