# PROSPERITY BANCSHARES INC (PB) — merger/definitive [completed]
Source: SEC API (secapi.ai) · situation sit_e2b066bab07c5fcbe6a8 · retrieved 2026-08-11T15:54:34.079Z

## Overview
Prosperity Bancshares, Inc. is a $38.463 billion Houston, Texas-based regional financial holding company providing personal banking services and investments to consumers and businesses throughout Texas and Oklahoma, operating 301 full-service banking locations.

Prosperity Bancshares, Inc. announced on January 28, 2026, the signing of a definitive merger agreement to acquire Stellar Bancorp, Inc., parent of Stellar Bank, which operates 52 banking offices in greater Houston and Beaumont, Texas. Under the merger agreement, Prosperity will issue 0.3803 shares of its 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 consideration was valued at approximately $2.002 billion. As of December 31, 2025, Stellar reported total assets of $10.807 billion, total loans of $7.301 billion, and total deposits of $9.021 billion. The transaction will increase Prosperity's combined Houston bank deposit rank from number 9 to number 5, making it the largest Texas-based bank in the market and second largest by bank deposits in the state.

## Terms
- Counterparty: Stellar Bancorp, Inc. · Deal value: $2.00B · Consideration: mixed · Price/share: $39.08

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

## Timeline
- 2026-01-28 · 425 (0001193125-26-025604): 425 - PROSPERITY BANCSHARES INC — *Prosperity Bancshares, Inc. is a $38.463 billion Houston, Texas-based regional financial holding company providing personal banking services and investments to consumers and businesses throughout Texas and Oklahoma, operating 301 full-service banking locations.* Prosperity Bancshares, Inc. agreed to acquire Stellar Bancorp, Inc. in an all-stock and cash transaction. Under the 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 has been unanimously approved by the boards of both companies and 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. Stellar Bank operates 52 banking offices in greater Houston, Beaumont, and surrounding areas and Dallas, Texas, with total assets of $10.807 billion, total loans of $7.301 billion, and total deposits of $9.021 billion as of December 31, 2025.
  https://www.sec.gov/Archives/edgar/data/1068851/0001193125-26-025604.txt
- 2026-01-28 · 425 (0001193125-26-025613): 425 - PROSPERITY BANCSHARES INC — *Prosperity Bancshares, Inc. is a $38.463 billion Houston, Texas-based regional financial holding company providing personal banking services and investments to consumers and businesses throughout Texas and Oklahoma, operating 301 full-service banking locations.* Prosperity Bancshares, Inc. announced on January 28, 2026, the signing of a definitive merger agreement to acquire Stellar Bancorp, Inc., parent of Stellar Bank, which operates 52 banking offices in greater Houston and Beaumont, Texas. Under the merger agreement, Prosperity will issue 0.3803 shares of its 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 consideration was valued at approximately $2.002 billion. As of December 31, 2025, Stellar reported total assets of $10.807 billion, total loans of $7.301 billion, and total deposits of $9.021 billion. The transaction will increase Prosperity's combined Houston bank deposit rank from number 9 to number 5, making it the largest Texas-based bank in the market and second largest by bank deposits in the state.
  https://www.sec.gov/Archives/edgar/data/1068851/0001193125-26-025613.txt
- 2026-01-29 · 425 (0001193125-26-029112): 425 - PROSPERITY BANCSHARES 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 mergers and acquisitions 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 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 become the largest Texas-based bank in the market and second-largest bank by deposits in the state. The transaction is expected to close on June 30, 2026. Prosperity expects combined 2027 earnings of $7.34 per share, with the acquisition priced at approximately 18 times forward earnings. The deal includes cost synergies and is expected to be accretive to earnings, with a payback period of approximately 4.5 years.
  https://www.sec.gov/Archives/edgar/data/1068851/0001193125-26-029112.txt
- 2026-01-29 · 425 (0001193125-26-028157): 425 - PROSPERITY BANCSHARES INC — *Prosperity Bancshares, Inc. is a Texas-based bank holding company that operates Prosperity Bank, a wholly owned banking subsidiary providing commercial and consumer banking services.* Prosperity Bancshares, Inc. entered into an Agreement and Plan of Merger with Stellar Bancorp, Inc. on January 27, 2026. Under the merger agreement, Stellar will merge into Prosperity, with Prosperity as the surviving corporation. Immediately following, Stellar Bank will merge into Prosperity Bank. Each share of Stellar Common Stock will be converted into 0.3803 shares of Prosperity Common Stock and $11.36 in cash. The merger was unanimously approved by the boards of both companies and is subject to customary closing conditions including Stellar shareholder approval, regulatory approvals from the Federal Reserve Board, FDIC, and Texas Department of Banking, and effectiveness of a Form S-4 registration statement.
  https://www.sec.gov/Archives/edgar/data/1068851/0001193125-26-028157.txt

## Citations
- 0001193125-26-025604 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526025604
- 0001193125-26-025613 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526025613
- 0001193125-26-029112 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526029112
- 0001193125-26-028157 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526028157