Prosperity Bancshares (STEL) issues Q4 2025 earnings press release

Rhea-AI Filing Summary

Prosperity Bancshares, Inc. filed a current report stating that it has released its financial results for the fourth quarter ended December 31, 2025. The company issued a press release on January 28, 2026 detailing its operating performance for this period.

The press release is furnished as Exhibit 99.1 and is incorporated by reference, but it is not treated as formally filed for liability purposes under the securities laws. No additional financial figures or strategic actions are described in this report itself.

Filed by Prosperity Bancshares, Inc.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Stellar Bancorp, Inc.

Commission File Number: 001-38280

Date: January 28, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 28, 2026

PROSPERITY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Texas	001-35388	74-2331986
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4295 San Felipe

Houston, Texas 77027

(Address of principal executive offices including zip code)

Registrant's telephone number, including area code: (281) 269-7199

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $1.00 per share		PB		New York Stock Exchange, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On January 28, 2026, Prosperity Bancshares, Inc. publicly disseminated a press release announcing its financial results for the fourth quarter ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

As provided in General Instruction B.2 to Form 8-K, the information furnished in Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits. The following is furnished as an exhibit to this Current Report on Form 8-K:

Exhibit Number		Description of Exhibit
99.1		Press Release issued by Prosperity Bancshares, Inc. dated January 28, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		PROSPERITY BANCSHARES, INC. (Registrant)
Dated: January 28, 2026		By:	/s/ Charlotte M. Rasche
			Charlotte M. Rasche
			Executive Vice President and General Counsel

FAQ

What did Prosperity Bancshares, Inc. disclose in this 8-K filing for STEL?

Prosperity Bancshares, Inc. disclosed that it released financial results for the fourth quarter ended December 31, 2025. The details are contained in a press release furnished as Exhibit 99.1 to the report.

Which period’s results does the Prosperity Bancshares 8-K cover for STEL?

The 8-K covers Prosperity Bancshares’ financial results for the fourth quarter ended December 31, 2025. The specific performance metrics are included in the accompanying press release referenced as Exhibit 99.1.

Where can investors find detailed Q4 2025 results for Prosperity Bancshares (STEL)?

Detailed fourth quarter 2025 results for Prosperity Bancshares are provided in the press release furnished as Exhibit 99.1. The 8-K notes that this exhibit contains the company’s financial information for that period.

Is the Prosperity Bancshares (STEL) Q4 2025 press release considered filed with the SEC?

The Q4 2025 press release is furnished, not filed, under Item 2.02 of the 8-K. The company specifies it is not deemed filed for Section 18 liability purposes under the Exchange Act.

What exhibits are included with Prosperity Bancshares’ 8-K related to Q4 2025 results?

The 8-K includes Exhibit 99.1, the press release announcing Q4 2025 results, and Exhibit 104, the cover page interactive data file embedded in the Inline XBRL document, supporting electronic reporting requirements.