Prosperity Bancshares to acquire Stellar Bancorp in stock+cash deal valued at $11.36 + 0.3803 shares per Stellar share

PROSPERITY BANCSHARES INC

Each Stellar share exchanged for 0.3803 PB shares plus $11.36 cash; Stellar options and awards cancelled for cash.
Stellar must pay $78M termination fee if deal breaks under certain circumstances.
PB enters voting agreements with Stellar directors covering ~8.8% of Stellar shares, agreeing to vote for merger.
Closing requires Stellar shareholder approval, regulatory nods (Fed, FDIC, Texas Dpt of Banking), and S-4 effectiveness.
PB will add two Stellar directors to its board and Prosperity Bank board post-closing.

item 1.01 item 9.01

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

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

Action: entry
Agreement: merger
Counterparty: Stellar Bancorp, Inc.
Effective: 2026-01-27

Exact text from the filing

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

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

PROSPERITY BANCSHARES INC filing history →

Source: SEC EDGAR

accession 0001193125-26-028154

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