Pursuant to Rule 425 under the Securities
Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: Stellar Bancorp, Inc.
Commission File No: 001-38280
This filing relates to the proposed transaction between Stellar Bancorp, Inc.
(“Stellar”) and Prosperity Bancshares, Inc. (“Prosperity”) pursuant to the Agreement and Plan of Merger,
dated as of January 27, 2026, by and between Stellar and Prosperity, which was made available to employees:
Galaxy Landing Page
FAQs
What is happening?
On January 28, 2026, Prosperity Bancshares, Inc. (“Prosperity”)
and Stellar Bancorp, Inc. (“Stellar”) jointly announced the signing of a definitive merger agreement whereby Stellar
will merge with Prosperity.
Who is Prosperity (NYSE PB)
Prosperity is a Houston, Texas based regional bank 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.
Why are we joining Prosperity?
Combining with a larger and complementary institution like Prosperity
presents a meaningful opportunity to expand our scale, provide a wider array of products, and extend our impact, for the benefit of our
clients, employees and stakeholders. Together, we will have approximately $54 billion in assets and create one of the best deposit franchises
in the country. We will be the second largest Texas-headquartered bank by assets. Once the transaction is completed, we are confident
the combined company will create compelling growth opportunities and benefits for our employees as part of a larger, more diversified
organization.
This partnership brings together two banks that believe in the same
things: local decision-making, strong community ties, and personalized service. By joining the Prosperity family, we’ll have the
strength and resources of a larger organization while keeping the local focus our customers value. Customers will benefit from:
· More products and services to meet their financial needs
· Higher lending limits to support their goals
· Continued local service from the people they know and trust
As part of the Prosperity family, you’ll continue to have access
to great career opportunities and professional growth. Prosperity is committed to supporting its employees and offers a competitive benefits
package designed to take care of you and your family.
What is the timeline for the transaction?
We announced the merger on January 28, 2026.
We anticipate closing will occur in the second quarter of 2026 subject
to Stellar shareholder approval, receipt of required regulatory approvals and satisfaction of other customary closing conditions.
Will my branch stay open?
Prosperity plans to maintain most Stellar locations to bolster its
presence in Houston and East Texas. Although final decisions will be part of the integration planning prior to closing, we will communicate
any changes as decisions are made.
What happens to my job?
Prosperity recognizes it’s the people who are behind our success.
The majority of positions will be needed as we come together to continue serving customers and growing the business. Management does not
expect a significant number of eliminated positions. If any changes occur that affect your role, you can count on clear and timely communication,
along with support throughout the process.
More details about pay and benefits will be shared as the integration
process moves forward.
What leadership decisions have been made?
Bob Franklin (Chairman and CEO of Stellar Bancorp,) will serve as the
Vice Chairman of Prosperity Bank and as a director of Prosperity. Ray Vitulli will serve as Houston Area Chairman. Mr. Vitulli and
Pat Parsons, a director of Stellar Bank, will join the Board of Directors of Prosperity Bank . Additionally, Stellar will be able to select
an additional Stellar director to serve on the Prosperity board.
What does this mean for our customers?
First and foremost, our customers will continue to receive the stellar
service they rely on and have come to expect. By joining Prosperity Bank, we will be able to provide more convenient locations throughout
Texas, more robust offerings, greater lending strength, and more diversified products.
Currently, it is business as usual. There will be no impact to customers
until system conversion in 2027. At that time, we will do everything we can to make it a smooth transition. Customers will receive frequent
communication as information becomes available, and they will be notified well in advance of any changes to how they bank with us.
What should I say to customers if asked about the merger?
For the time being we ask that you be positive to customers about the
merger – as we believe that the merger and the combined company will be able to better serve the needs of our customers. If customers
have specific questions, please refer them to your manager or a managing director.
What should I do if I’m approached by the media?
If you receive any media inquiries, please forward them to Elizabeth
Tindall, Executive Director of Marketing and Communications.
When can we expect to hear more?
You will receive regular updates from leadership as details unfold.
Galaxy is the best source of information and will be updated regularly. Please share any questions or concerns with your manager, human
resources or any member of the leadership team.
* * *
Cautionary Notes on Forward Looking Statements
This communication contains statements regarding
the proposed transaction between Prosperity and Stellar; future financial and operating results; benefits and synergies of the proposed
transaction; future opportunities for Prosperity; the issuance of common stock of Prosperity contemplated by the Agreement and Plan of
Merger by and between Prosperity and Stellar (the “Merger Agreement”); the expected filing by Prosperity with the Securities
and Exchange Commission (the “SEC”) of a registration statement on Form S-4 (the “Registration Statement”)
and a prospectus of Prosperity and a proxy statement of Stellar to be included therein (the “Proxy Statement/Prospectus”);
the expected timing of the closing of the proposed transaction; the ability of the parties to complete the proposed transaction considering
the various closing conditions and any other statements about future expectations that constitute forward-looking statements within the
meaning of the federal securities laws, including the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934,
as amended. From time to time, oral or written forward-looking statements may also be included in other information released to the public.
Such forward-looking statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as
“aim,” “anticipate,” “believe,” “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, Stellar and their respective subsidiaries or related
to the proposed transaction between Prosperity and Stellar and are subject to significant risks and uncertainties that could cause actual
results to differ materially from the results expressed in such statements.
These forward-looking statements may include information
about Prosperity’s and Stellar’s possible or assumed future economic performance or future results of operations, including
future revenues, income, expenses, provision for loan losses, provision for taxes, effective tax rate, earnings per share and cash flows
and Prosperity’s and Stellar’s future capital expenditures and dividends, future financial condition and changes therein,
including changes in Prosperity’s and Stellar’s loan portfolio and allowance for loan losses, future capital structure or
changes therein, as well as the plans and objectives of management for Prosperity’s and Stellar’s future operations, future
or proposed acquisitions, the future or expected effect of acquisitions on Prosperity’s and Stellar’s operations, results
of operations, financial condition, and future economic performance, statements about the anticipated benefits of the proposed transaction,
and statements about the assumptions underlying any such statement.
These forward-looking statements are not guarantees
of future performance and are based on expectations and assumptions Prosperity and Stellar currently believe to be valid. Because forward-looking
statements relate to future results and occurrences, many of which are outside of the control of Prosperity and Stellar, they are subject
to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Many possible events or factors could adversely
affect the future financial results and performance of Prosperity, Stellar or the combined company and could cause those results or performance
to differ materially from those expressed in or implied by the forward-looking statements. Such risks and uncertainties include, among
others: (1) the risk that the cost savings and synergies from the proposed transaction may not be fully realized or may take longer
than anticipated to be realized, (2) disruption to Prosperity’s and Stellar’s businesses as a result of the announcements
and pendency of the proposed transaction, (3) the risk that the integration of Stellar’s businesses and operations into Prosperity
will be materially delayed or will be more costly or difficult than expected, or that Prosperity is otherwise unable to successfully integrate
Stellar’s business into its own, including as a result of unexpected factors or events, (4) the failure to obtain the necessary
approval by the shareholders of Stellar, (5) the ability by Prosperity and/or Stellar to obtain required governmental approvals of
the proposed transaction on the timeline expected, or at all, and the risk that such approvals may result in the imposition of conditions
that could adversely affect Prosperity after the closing of the proposed transaction or adversely affect the expected benefits of the
proposed transaction, (6) reputational risk and the reaction of each company’s customers, suppliers, employees or other business
partners to the proposed transaction, (7) the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected
delay in closing the proposed transaction or the occurrence of any event, change or other circumstances that could give rise to the termination
of the Merger Agreement, (8) the dilution caused by the issuances of additional shares of Prosperity’s common stock in the
proposed transaction, (9) the possibility that the proposed transaction may be more expensive to complete than anticipated, including
as a result of unexpected factors or events, (10) the outcome of any legal or regulatory proceedings that may be currently pending
or later instituted against Prosperity before or after the proposed transaction, or against Stellar, (11) diversion of management’s
attention from ongoing business operations and (12) general competitive, economic, political and market conditions and other factors that
may affect future results of Prosperity and Stellar. Prosperity and Stellar disclaim any obligation to update such factors or to publicly
announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments.
These and various other risks, uncertainties, assumptions, and factors are discussed in the Annual Reports on Form 10-K for the year
ended December 31, 2024, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, filed by Prosperity or Stellar
and in other filings made by Prosperity and Stellar with the SEC from time to time.
Additional Information about the Transaction
and Where to Find It
Prosperity intends to file with the SEC the Registration
Statement on Form S-4 to register the shares of Prosperity common stock to be issued to the shareholders of Stellar in connection
with the proposed transaction. The Registration Statement will include the Proxy Statement/Prospectus which will be sent to the shareholders
of Stellar in connection with the proposed transaction. This communication is not a substitute for the Registration Statement, the Proxy
Statement/Prospectus or any other document that may be filed by Prosperity or Stellar with the SEC. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY/STATEMENT PROSPECTUS, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors
and security holders will be able to obtain the Registration Statement and the Proxy Statement/Prospectus (when available) and other documents
that are filed with the SEC by Prosperity or Stellar, as applicable, free of charge from the SEC’s website at https://www.sec.gov
or through the investor relations section of Prosperity’s website at https://www.prosperitybankusa.com/investor-relations/ or Stellar’s
website at https://ir.stellar.bank.
Participants in the Solicitation
Prosperity, Stellar and certain of their directors
and executive officers and other employees may be deemed to be participants in the solicitation of proxies from Stellar’s shareholders
in connection with the proposed transaction. Information about the directors and executive officers of Prosperity and their ownership
of Prosperity common stock is contained in the definitive proxy statement for Prosperity’s 2025 annual meeting of shareholders
(the “Prosperity Annual Meeting Proxy Statement”), which was filed with the SEC on March 13, 2025, including under the
headings “Item 1. Election of Directors,” “Corporate Governance,” “Executive Compensation and Other Matters,”
“Item 3. Advisory Vote on Executive Compensation,” and “Beneficial Ownership of Common Stock by Management of the Company
and Principal Shareholders.” Information about the directors and executive officers of Stellar and their ownership of Stellar common
stock is contained in the definitive proxy statement for Stellar’s 2025 annual meeting of shareholders (the “Stellar Annual
Meeting Proxy Statement”), which was filed with the SEC on April 10, 2025, including under the headings “Proposal 1:
Election of Directors,” “Certain Corporate Governance Matters,” “Executive Compensation and Other Matters,”
“Executive Compensation Payments and Awards,” “Proposal 4: Advisory Vote on the Compensation of the Company’s
Named Executive Officers (“Say-on-Pay Resolution”),” and “Beneficial Ownership of the Company’s Common
Stock by Management and Principal Shareholders of the Company.” Additional information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of the shareholders of Stellar in connection with the proposed transaction,
including a description of their direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement/Prospectus
relating to the proposed transaction when it is filed with the SEC. To the extent holdings of securities by potential participants (or
the identity of such participants) have changed since the information printed in the Prosperity Annual Meeting Proxy Statement or the
Stellar Annual Meeting Proxy Statement, such information has been or will be reflected on Statements of Change in Ownership on Forms
3 and 4 filed with the SEC, as applicable. Free copies of the Proxy Statement/Prospectus relating to the proposed transaction and free
copies of the other SEC filings to which reference is made in this paragraph may be obtained from the SEC’s website at https://www.sec.gov
or through the investor relations section of Prosperity’s website at https://www.prosperitybankusa.com/investor-relations/ or Stellar’s
website at https://ir.stellar.bank.
No Offer or Solicitation
This communication is for informational purposes
only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe
for, buy or sell, or an invitation to subscribe for, buy or sell any securities or a solicitation of any vote or approval in any jurisdiction,
nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, invitation, sale or solicitation
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance
with applicable law.
