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Prosperity Bancshares Inc. filings document the public-company records of a Texas-based regional financial holding company and its Prosperity Bank operations. Recent Form 8-K reports furnish quarterly operating results, including bank earnings, loan and deposit measures, net interest margin and credit-loss allowance disclosures.
The filing record also covers annual meeting results, director elections, auditor ratification, advisory compensation votes and definitive proxy disclosures on board governance and executive compensation. Material-event filings document completed bank mergers, related merger agreements, common-stock issuance in acquisition consideration and capital-structure matters.
Prosperity Bancshares, Inc. agreed to acquire Stellar Bancorp, Inc. in a stock-and-cash merger. Stellar will merge into Prosperity, followed by Stellar Bank merging into Prosperity Bank, with Prosperity and Prosperity Bank remaining as the surviving entities.
Each share of Stellar common stock will be converted into 0.3803 shares of Prosperity common stock plus $11.36 in cash, subject to a cap that can slightly reduce the stock portion and increase the cash portion if Prosperity would otherwise issue more than 19.9% of its pre-deal shares. Stellar directors holding about 8.8% of Stellar shares have signed voting agreements supporting the deal, and a termination fee of $78 million may be payable by Stellar if the agreement ends under specified circumstances. Closing requires Stellar shareholder approval and multiple U.S. bank regulatory approvals, and the parties intend the merger to qualify as a tax-free reorganization.
Prosperity Bancshares, Inc. entered into a definitive Agreement and Plan of Merger to combine with Stellar Bancorp, Inc. in a cash-and-stock transaction. Each share of Stellar common stock will convert into 0.3803 shares of Prosperity common stock plus $11.36 in cash at closing.
Stellar Bank will merge into Prosperity Bank after the parent-level merger, and two Stellar-related directors will join each of the Prosperity and Prosperity Bank boards. The deal requires Stellar shareholder approval, multiple banking and securities regulatory approvals, and effectiveness of a Form S-4 registration statement.
Stellar directors who control about 8.8% of Stellar shares signed voting agreements to support the merger. Stellar may owe Prosperity a $78 million termination fee if the agreement ends under certain specified circumstances, and Stellar directors entered two-year support agreements with confidentiality and non-solicitation covenants.
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.
Prosperity Bancshares, Inc. filed a current report to note that it has released its financial results for the fourth quarter ended December 31, 2025. The company disseminated these results through a press release dated January 28, 2026, which is attached as Exhibit 99.1 and incorporated by reference for detailed figures and commentary.
The report clarifies that the earnings information in Item 2.02 and Exhibit 99.1 is being furnished rather than filed, which limits certain legal liabilities under the Securities Exchange Act. No additional financial statements or major corporate actions are disclosed beyond the furnishing of the earnings press release.
Prosperity Bancshares is acquiring Stellar Bancorp in a cash-and-stock merger that values Stellar at approximately $2.002 billion, based on Prosperity’s $72.90 closing share price on January 27, 2026. Each Stellar share will be exchanged for 0.3803 Prosperity shares plus $11.36 in cash.
Stellar reported as of December 31, 2025 total assets of $10.807 billion, loans of $7.301 billion and deposits of $9.021 billion, with 52 branches across Houston, Beaumont, Dallas and nearby markets. Prosperity reported $38.463 billion in assets and 301 locations across Texas and Oklahoma.
The companies state that the deal will create the second-largest bank by deposits headquartered in Texas, with over 330 banking centers and a strengthened Houston and Beaumont presence. On a pro forma basis, management projects 2027 earnings per share for Prosperity of $7.34 versus standalone $6.72, implying 9.2% EPS accretion, supported by cost savings, interest rate marks and amortization adjustments.
The merger and subsequent bank merger have been unanimously approved by both boards and are expected to close in the second quarter of 2026, subject to Stellar shareholder approval, regulatory approvals and other customary conditions. The companies highlight typical integration, approval, cost, dilution and market risks and provide extensive forward‑looking statement and proxy-related disclosures.
Prosperity Bancshares announced that it has signed an Agreement and Plan of Merger with Stellar Bancorp, under which Stellar will merge into Prosperity, with Prosperity as the surviving corporation. Immediately afterward, Stellar Bank is expected to merge into Prosperity Bank, which will remain as the surviving bank.
The companies issued a joint press release and an investor presentation outlining the proposed transaction, both furnished as exhibits to this report. Prosperity plans to file a registration statement on Form S-4, including a joint proxy statement/prospectus, so Stellar shareholders can vote on the merger and receive Prosperity common stock as consideration.
Prosperity Bancshares director Ned S. Holmes reported several sales of the company’s common stock dated January 21, 2026. Directly held shares were reduced through open-market sales of 1 share at $72.58 and 499 shares at $74.2895, leaving 83,915 shares held directly.
Additional sales occurred in accounts reported as indirectly owned. A profit sharing plan sold 1 share at $72.58 and 499 shares at $74.3028, with 101,193 shares remaining. A trust for his adult daughter sold 5 shares at $72.41 and 95 shares at $74.3242, with 42,200 shares remaining. Separate indirect holdings with no new transactions were reported as 2,000 shares by spouse, 8,820 shares in a grandchildren’s trust, 3,720 shares by another trust, and 70,070 shares by a limited partnership.
Certain sale prices are stated as weighted averages for trades between $74.02 and $74.75, with detailed breakdowns available on request.
Dimensional Fund Advisors LP has filed an amended beneficial ownership report showing a sizable institutional position in Prosperity Bancshares Inc common stock. Dimensional reports beneficial ownership of 4,724,018 shares, representing 5.0% of the outstanding common stock. It has sole voting power over 4,630,410 shares and sole dispositive power over 4,724,018 shares, with no shared voting or dispositive power.
The shares are owned by various funds and accounts it advises or manages, and Dimensional states that it may be deemed a beneficial owner for Section 13(d) purposes but disclaims beneficial ownership. It also certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Prosperity Bancshares.
Prosperity Bancshares director Ned S. Holmes reported multiple sales of company common stock on 01/14/2026. The Form 4 shows a total of 1,100 shares sold, including 500 shares held directly at prices of $71.6531 and $72.45, and 500 shares held indirectly through a profit sharing plan at weighted average prices around $71.5913 and $72.45. Additional 100 shares were sold from a trust for an adult daughter at weighted average and specific prices of $71.6836 and $72.45.
After these transactions, Holmes directly holds 84,415 shares. Indirect holdings include 101,693 shares in a profit sharing plan, 42,300 shares as trustee of a trust for an adult daughter, 2,000 shares held by a spouse, 8,820 shares as trustee of a grandchildren's trust, 3,720 shares held by a trust, and 70,070 shares held by a limited partnership. The filing notes that several sale prices are reported as weighted averages, with underlying trade details available on request.
Prosperity Bancshares Inc. director Ned S. Holmes reported several sales of the company’s common stock on January 7, 2026. The filing shows a sale of 500 shares held directly at a weighted average price of $69.9734 per share, with directly owned shares totaling 84,915 afterward. He also reported the sale of 500 shares held indirectly through a profit sharing plan at a weighted average price of $69.9749, leaving 102,193 shares in that plan, and the sale of 100 shares held as trustee of an SSH trust for an adult daughter at a weighted average price of $69.9805, with 42,400 shares remaining in that trust.
The weighted average prices reflect multiple trades within disclosed price ranges. The filing also lists additional indirect holdings with no new transactions, including shares held by a spouse, as trustee of grandchildren’s trust, by another trust, and by a limited partnership.