Prosperity Bancshares Inc SEC Filings

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.

Prosperity Bancshares Inc. director reports stock sales and updated holdings. A director of Prosperity Bancshares Inc. (PB) filed a Form 4 disclosing open‑market sales of common stock on 12/31/2025. The filing shows three sale transactions totaling 1,100 shares: 500 shares at a weighted average price of $69.377, 500 shares at $69.3798, and 100 shares at $69.3533, all marked as dispositions.

After these transactions, the director reports 85,415 shares held directly. Indirect holdings include 102,693 shares through a profit sharing plan, 42,500 shares as trustee of a trust for an adult daughter, 2,000 shares held by a spouse, 8,820 shares as trustee of grandchildren's trust, 3,720 shares held by a trust, and 70,070 shares held by a limited partnership.

Prosperity Bancshares Inc. reported that one of its directors sold common stock in several small transactions. On December 24, 2025, the director sold 500 shares of common stock at a weighted average price of $70.9609, another 500 shares at a weighted average price of $70.9626 through a profit sharing plan, and 100 shares at a weighted average price of $71.0029 as trustee of a trust for an adult daughter. The filing notes these prices reflect weighted averages of multiple trades within stated ranges around $70.63–$71.11.

After these sales, the director beneficially owns 85,915 shares directly and 103,193 shares through a profit sharing plan. Additional indirect holdings include 42,600 shares as trustee for an adult daughter, 2,000 shares held by a spouse, 8,820 shares as trustee of grandchildren's trust, 3,720 shares by a trust, and 70,070 shares held through a limited partnership.

Prosperity Bancshares plans a stock-for-stock acquisition of Southwest Bancshares (SWBI). At closing, all SWBI common shares will be converted into the right to receive an aggregate of 4,062,520 shares of Prosperity common stock plus additional shares equal to 0.6469 times any SWBI shares issued from option or warrant exercises after the merger agreement date, with the total subject to reduction if SWBI’s equity capital falls below a defined $188,000,000 minimum (as adjusted).

Using an illustrative 6,278,720 SWBI shares outstanding and a Prosperity share price of $72.83, this equates to a headline value of $47.12 per SWBI share, before fractional share cash adjustments. On this basis, former SWBI holders are expected to own about 4.2% of Prosperity after closing, or about 4.0% when also giving effect to Prosperity’s separate acquisition of American Bank Holding Corporation. SWBI shareholders will vote on the merger and a possible meeting adjournment on January 22, 2026, and may instead exercise appraisal rights under Texas law. A pre-closing special dividend may be paid from SWBI equity capital exceeding the minimum, and the transaction is intended to qualify as a tax-free reorganization for most U.S. holders.

Prosperity Bancshares Inc. director reported open-market sales of a total of 1,100 shares of common stock on 12/17/2025. The transactions, coded "S" for sale, were executed in three blocks of 500, 500 and 100 shares at weighted average prices of $71.9796, $71.9946 and $71.9669. Footnotes explain these are weighted averages for multiple trades with individual prices between $71.225 and $72.21 per share.

After these sales, the director beneficially owns 86,415 shares directly. Indirect holdings include 103,693 shares through a profit sharing plan, 42,700 shares as trustee of a trust for an adult daughter, 2,000 shares held by a spouse, 8,820 shares as trustee of grandchildren's trust, 3,720 shares by another trust and 70,070 shares through a limited partnership.

Prosperity Bancshares plans to issue an aggregate of 4,062,520 shares of its common stock, plus additional shares tied to option and warrant exercises, as stock consideration to acquire Southwest Bancshares (SWBI). All outstanding SWBI shares will be converted into Prosperity stock, subject to a detailed equity capital adjustment formula that can reduce the total shares issued if SWBI’s equity capital falls below $188,000,000 plus specified option and warrant proceeds.

Using an illustrative 6,278,720 SWBI shares outstanding and Prosperity’s $72.83 share price on December 12, 2025, the materials show an implied value of about $47.12 per SWBI share. Existing Prosperity holders are expected to own roughly 95.8% of the combined company, with former SWBI holders owning about 4.2%. SWBI shareholders will vote at a special meeting on January 22, 2026, may receive a pre-closing special cash dividend equal to 50% of SWBI equity capital above the minimum level, and have dissenters’ rights to seek cash payment of the appraised fair value of their shares.

Prosperity Bancshares Inc. director reports stock sale and updated holdings. On 12/11/2025, a director of Prosperity Bancshares Inc. (ticker PB) sold 1,050 shares of common stock at a price of $73 per share. After this transaction, the director directly owns 8,075 shares of common stock. The director also has indirect ownership interests, including 10,038 shares held by a trust, 5,301 shares held by an irrevocable trust, and 2,637 shares held as custodian for a minor child.

Prosperity Bancshares Inc. reported that one of its directors sold small amounts of company common stock on 12/10/2025. The transactions were open-market sales at weighted average prices generally ranging from about $70 to $72 per share, coded as sales in the filing.

Shares were sold from several types of ownership, including directly held stock, a profit sharing plan, a trust for an adult daughter, and other family or trust-related accounts. After these transactions, the director still beneficially owns tens of thousands of shares across direct and multiple indirect holdings, including positions held by a profit sharing plan, spouse, trusts for grandchildren, and a limited partnership.