Prosperity Bancshares (PB) closes merger with American Bank Holding Corp

Rhea-AI Filing Summary

Prosperity Bancshares, Inc. reported that it has closed its acquisition of American Bank Holding Corporation. Under the merger agreement dated July 17, 2025, American merged into Prosperity, with Prosperity remaining as the surviving corporation.

Following this corporate merger, American Bank, National Association, which had been a wholly owned subsidiary of American, merged into Prosperity Bank, a wholly owned subsidiary of Prosperity, with Prosperity Bank continuing as the surviving bank. The company issued a press release about the completion of this transaction, which is included as Exhibit 99.1.

Insights

Bank M&A and capital markets analyst

Prosperity Bancshares closed its acquisition of American Bank Holding Corporation.

Prosperity Bancshares disclosed that the acquisition of American Bank Holding Corporation has formally closed. The structure involves a parent‑level merger, where American combined with Prosperity and Prosperity remained as the surviving corporation, followed by the merger of American’s bank subsidiary into Prosperity Bank.

This two‑step structure, with the holding company merger and subsequent bank merger, is a standard approach in bank acquisitions and results in Prosperity Bank as the surviving banking entity. Specific financial terms, consideration, and expected impacts are not described in the excerpt, so the information is limited to confirming legal completion of the combination.

The Agreement and Plan of Merger is dated July 17, 2025, and the closing and public communication occurred on January 2, 2026. Additional detail on transaction economics and strategic rationale would typically be contained in the referenced press release (Exhibit 99.1) and in prior disclosure around the merger agreement.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 2, 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 8.01 Other Events.

On January 2, 2026, Prosperity Bancshares, Inc. (“Prosperity”) issued a press release announcing the closing of the acquisition by Prosperity of American Bank Holding Corporation (“American”). Pursuant to the Agreement and Plan of Merger, dated as of July 17, 2025, by and between Prosperity and American, American merged with and into Prosperity, with Prosperity continuing as the surviving corporation (the “Merger”), and following the Merger, American Bank, National Association, a national banking association and a wholly-owned subsidiary of American, merged with and into Prosperity Bank, a Texas banking association and a wholly-owned subsidiary of Prosperity, with Prosperity Bank continuing as the surviving bank. A copy of Prosperity's press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number		Description of Exhibit
99.1		Press Release issued by Prosperity Bancshares, Inc. dated January 2, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 2, 2026		By:	/s/ Charlotte M. Rasche
			Name: Charlotte M. Rasche
			Title: Executive Vice President and General Counsel

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FAQ

What transaction did Prosperity Bancshares (PB) report on January 2, 2026?

On January 2, 2026, Prosperity Bancshares, Inc. reported the closing of its acquisition of American Bank Holding Corporation, with American merging into Prosperity as the surviving corporation.

How was American Bank integrated into Prosperity Bancshares (PB)?

After the holding companies merged, American Bank, National Association, previously a wholly owned subsidiary of American, merged into Prosperity Bank, a wholly owned subsidiary of Prosperity, with Prosperity Bank continuing as the surviving bank.

When was the merger agreement between Prosperity Bancshares and American Bank Holding Corporation signed?

The Agreement and Plan of Merger between Prosperity and American was dated July 17, 2025, setting out the terms under which American would merge with and into Prosperity.

What exhibits are included with this Prosperity Bancshares (PB) 8-K?

The 8-K includes Exhibit 99.1, which is a press release issued by Prosperity Bancshares, Inc. dated January 2, 2026, and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.

Which bank is the surviving institution after the Prosperity and American bank mergers?

Following the transactions, Prosperity Bank, a Texas banking association and wholly owned subsidiary of Prosperity Bancshares, is the surviving bank after American Bank, National Association merged into it.

Does the filing describe detailed financial terms of the Prosperity Bancshares (PB) and American transaction?

The disclosure confirms the closing structure and the sequence of mergers but does not provide detailed financial terms or consideration amounts within the excerpt.