PROSPERITY BANCSHARES INC 8-K

What Happened Prosperity Bancshares, Inc. and Stellar Bancorp, Inc. issued a joint press release on April 22, 2026 announcing they have received a waiver of prior approval from the Federal Reserve Bank of Dallas and regulatory approvals from the FDIC and the Texas Department of Banking for the proposed merger of Stellar into Prosperity (and the related bank merger of Stellar Bank into Prosperity Bank). All regulatory approvals required to complete the Merger and Bank Merger have now been received. The special meeting of Stellar shareholders to vote on the Merger Agreement is scheduled for May 27, 2026, and the parties expect the Merger to close on or about July 1, 2026, subject to shareholder approval and customary closing conditions. The S-4 registration statement was declared effective on April 21, 2026 and the proxy/prospectus mailing was expected to begin on or about April 23, 2026.

Key Details

• Federal Reserve Bank of Dallas granted a waiver of prior approval for the merger (announced April 22, 2026).
• FDIC and Texas Department of Banking approvals obtained for the bank-level merger of Stellar Bank into Prosperity Bank.
• Stellar shareholder special meeting to vote on the Merger Agreement: May 27, 2026.
• Expected transaction close: on or about July 1, 2026, subject to shareholder approval and customary conditions; S-4 declared effective April 21, 2026.

Why It Matters This filing confirms that the major regulatory hurdles for the Prosperity–Stellar merger have been cleared, removing a significant obstacle to closing. The deal still requires Stellar shareholder approval and satisfaction (or waiver) of other closing conditions. Investors should review the effective S-4/proxy statement for full transaction terms (including the Prosperity shares to be issued to Stellar shareholders), risks, and other material details before making investment decisions. Keywords: merger, acquisition, proxy, registration statement, shareholder vote.