AMERICAN BANK HOLDING CORPORATION SHAREHOLDERS APPROVE ACQUISITION BY PROSPERITY BANCSHARES, INC.®

Rhea-AI Summary

Prosperity Bancshares (NYSE: PB) and American Bank Holding Corporation announced that American shareholders approved the proposed merger, with Prosperity to continue as the surviving corporation.

All required regulatory approvals have been received from the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Texas Department of Banking. The companies said the transaction is expected to close on January 1, 2026, subject to satisfaction or waiver of remaining customary closing conditions in the merger agreement.

Positive

• American shareholders approved the merger
• Regulatory approvals obtained from Fed, FDIC, Texas Department of Banking
• Targeted closing date set for January 1, 2026

Negative

• Transaction completion remains subject to remaining customary closing conditions

HOUSTON AND CORPUS CHRISTI, Texas, Nov. 4, 2025 /PRNewswire/ -- Prosperity Bancshares, Inc.^® (NYSE: PB) ("Prosperity"), the parent company of Prosperity Bank^®, and American Bank Holding Corporation ("American"), the parent holding company of American Bank, N.A. ("American Bank"), headquartered in Corpus Christi, Texas, today jointly announced that the shareholders of American have approved the previously announced proposed merger of American with and into Prosperity, with Prosperity continuing as the surviving corporation, to be followed by the proposed merger of American Bank with and into Prosperity Bank. The Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Texas Department of Banking have approved the transaction.

All required regulatory and shareholder approvals to complete the transaction have now been received and the transaction is expected to be completed on January 1, 2026, subject to the satisfaction or waiver of the remaining customary closing conditions set forth in the merger agreement between Prosperity and American (the "Merger Agreement").

About Prosperity Bancshares, Inc. ®

As of September 30, 2025, Prosperity Bancshares, Inc.^® is a $38.330 billion Houston, Texas based regional financial holding company providing personal banking services and investments to consumers and businesses throughout Texas and Oklahoma. Founded in 1983, Prosperity believes in a community banking philosophy, taking care of customers, businesses and communities in the areas it serves by providing financial solutions to simplify everyday financial needs. In addition to offering traditional deposit and loan products, Prosperity offers digital banking solutions, credit and debit cards, mortgage services, retail brokerage services, trust and wealth management, and treasury management.

Prosperity currently operates 283 full-service banking locations: 62 in the Houston area, including The Woodlands; 33 in the South Texas area including Corpus Christi and Victoria; 61 in the Dallas/Fort Worth area; 22 in the East Texas area; 31 in the Central Texas area including Austin and San Antonio; 45 in the West Texas area including Lubbock, Midland-Odessa, Abilene. Amarillo and Wichita Falls; 15 in the Bryan/College Station area; 6 in the Central Oklahoma area; and 8 in the Tulsa, Oklahoma area.

About American Bank Holding Corporation

American Bank Holding Corporation is the bank holding company for American Bank. American Bank was founded in Corpus Christi, Texas in 1970. With assets of more than $2.5 billion as of September 30, 2025, American Bank has 20 banking locations in the Texas communities of Houston, Austin, San Antonio, New Braunfels, Corpus Christi, Victoria, Goliad, Port Aransas, and Rockport. Services include commercial banking, with Centers of Excellence specializing in commercial real estate, medical, energy, SBA and technology lending; a full range of personal and business banking services, including business and personal deposit accounts and loans; wealth management services including private banking, investment management, and trust; a full suite of technology-enabled treasury management services; home mortgage and construction-related loans; and a full range of electronic banking services.

Cautionary Notes on Forward Looking Statements

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as "aim," "anticipate," "estimate," "expect," "goal," "guidance," "intend," "is anticipated," "is expected," "is intended," "objective," "plan," "projected," "projection," "will affect," "will be," "will continue," "will decrease," "will grow," "will impact," "will increase," "will incur," "will reduce," "will remain," "will result," "would be," variations of such words or phrases (including where the word "could," "may," or "would" is used rather than the word "will" in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective. Forward-looking statements include all statements other than statements of historical fact, including forecasts or trends, and are based on current expectations, assumptions, estimates and projections about Prosperity and its subsidiaries. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of Prosperity's control, which may cause actual results to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include but are not limited to whether Prosperity can: successfully identify acquisition targets and integrate the businesses of acquired companies and banks, including American and American Bank; continue to sustain its current internal growth rate or total growth rate; provide products and services that appeal to its customers; continue to have access to debt and equity capital markets; and achieve its sales objectives. Other risks include, but are not limited to: the possibility of a failure of the closing conditions in the Merger Agreement to be satisfied; any unexpected delay in completing the transactions; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the possibility that credit quality could deteriorate; changes in laws and regulations (including changes in governmental interpretations of regulations and changes in accounting standards); the possibility that the anticipated benefits of an acquisition transaction, including the transactions contemplated by the Merger Agreement, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of two companies or as a result of the strength of the economy and competitive factors generally; a deterioration or downgrade in the credit quality and credit agency ratings of the securities in Prosperity's securities portfolio; and economic conditions, including currency rate, interest rate and commodity price fluctuations. These and various other factors are discussed in Prosperity's Annual Report on Form 10-K for the year ended December 31, 2024 and other reports and statements Prosperity has filed with the Securities and Exchange Commission ("SEC"). Copies of the SEC filings for Prosperity may be downloaded at no charge from http://www.prosperitybankusa.com.

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SOURCE Prosperity Bancshares, Inc.

FAQ

What did American Bank shareholders approve for PB on November 4, 2025?

Shareholders approved the merger of American into Prosperity, with Prosperity as the surviving corporation.

Which regulators approved the Prosperity and American Bank merger for PB?

The Board of Governors of the Federal Reserve System, the FDIC, and the Texas Department of Banking approved the transaction.

When is the Prosperity (PB) and American Bank merger expected to close?

The companies expect the transaction to be completed on January 1, 2026, subject to customary closing conditions.

Will Prosperity Bancshares (PB) remain the surviving company after the merger?

Yes. Prosperity will continue as the surviving corporation after the merger.

Are there remaining conditions before the PB and American merger closes?

Yes. Completion is subject to satisfaction or waiver of remaining customary closing conditions in the merger agreement.