$STEL·8-K

Stellar Bancorp, Inc. · Jan 28, 6:44 AM ET

Stellar Bancorp, Inc. 8-K

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Stellar Bancorp Announces Merger with Prosperity Bancshares

What Happened Stellar Bancorp, Inc. (STEL) and Prosperity Bancshares, Inc. announced they have executed an Agreement and Plan of Merger dated January 27, 2026, under which Stellar will merge with and into Prosperity, with Prosperity continuing as the surviving corporation. The companies disclosed the transaction in an 8-K filed January 28, 2026 and furnished a joint press release and an investor presentation.

Key Details

  • Merger agreement date: January 27, 2026; announcement/8-K filed January 28, 2026.
  • Structure: Stellar will merge into Prosperity; immediately after, Stellar Bank (Stellar’s wholly owned bank) will merge into Prosperity Bank, with Prosperity and Prosperity Bank surviving.
  • Disclosures furnished: Joint press release (Exhibit 99.1) and joint investor presentation slides (Exhibit 99.2) were furnished (not filed).
  • Financial terms/timing: The 8-K does not disclose deal economics, consideration, or closing timeline — further filings are expected.

Why It Matters This is a definitive merger announcement between two Texas banking companies that will combine their corporate and bank subsidiaries under Prosperity. For investors, the filing signals a significant corporate consolidation but does not yet provide deal terms, regulatory timing, or impacts to shareholders and financial results. Shareholders and investors should watch for upcoming filings (proxy statements, additional 8-Ks) and regulatory notices for details on consideration, closing conditions and expected timing.

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