PROSPERITY BANCSHARES INC 8-K

What Happened
Prosperity Bancshares, Inc. and Stellar Bancorp, Inc. announced they executed an Agreement and Plan of Merger dated January 27, 2026 (reported in an 8-K on January 28, 2026), under which Stellar will merge into Prosperity, with Prosperity surviving. Immediately after closing, Stellar’s banking subsidiary, Stellar Bank, will merge into Prosperity’s banking subsidiary, Prosperity Bank. The companies also furnished a joint press release and an investor presentation about the transaction.

Key Details

• Agreement date: January 27, 2026; press release filed: January 28, 2026.
• Structure: Stellar will merge into Prosperity; Stellar Bank will merge into Prosperity Bank, which will be the surviving bank.
• Regulatory & shareholder approvals required: Closing is subject to Stellar shareholder approval, required regulatory approvals, and other closing conditions.
• Planned filings / consideration: Prosperity intends to file a Form S-4 registration statement (including a proxy statement/prospectus) to register the Prosperity common shares to be issued to Stellar shareholders. The filing and issuance may cause dilution.
• Risks disclosed: Forward-looking statements note risks including integration challenges, potential failure to realize expected cost savings/synergies, delays, regulatory conditions, and other customary transaction risks.

Why It Matters
This deal is a strategic merger/acquisition that will combine the two banks and their franchises, potentially increasing scale and creating cost and revenue opportunities for the combined company. For investors, key near-term items to watch are the S-4/proxy filing, the outcome of the Stellar shareholder vote, any regulatory conditions, and disclosures on transaction consideration and expected synergies. The filing also highlights risks (integration, regulatory approvals, dilution) that could affect Prosperity’s near-term financial results and stockholders.