Stellar Bancorp to be acquired by Prosperity Bancshares in stock-and-cash deal

Stellar Bancorp, Inc.

Stellar stockholders to receive 0.3803 Prosperity shares and $11.36 cash per share.
Termination fee of $78 million payable by Stellar under certain conditions.
Directors holding ~8.8% of Stellar shares entered voting agreements to support the merger.
Two Stellar directors to join Prosperity board after closing; Stellar equity awards cashed out.
Closing requires Stellar shareholder vote, regulatory approvals, and no legal restraints.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Stellar Bancorp, Inc. entered into Agreement and Plan of Merger with Prosperity Bancshares, Inc. (effective 2026-01-27).

Action: entry
Agreement: merger
Counterparty: Prosperity Bancshares, Inc.
Effective: 2026-01-27

Exact text from the filing

On January 27, 2026, Stellar Bancorp, Inc., a Texas corporation (“Stellar”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Prosperity Bancshares, Inc., a Texas corporation (“Prosperity”).

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301 material agreements filed in the last 30 days. Browse all material agreements →

Stellar Bancorp, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-26-007678

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