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)

     (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).

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

PROSPERITY BANCSHARES INC 8-K