Stellar Bancorp, Inc. 8-K

What Happened Stellar Bancorp, Inc. announced that it and Prosperity Bancshares, Inc. 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 planned merger of Stellar into Prosperity and the related bank merger of Stellar Bank into Prosperity Bank. All regulatory approvals required to complete the transactions have now been received. The special meeting of Stellar shareholders to vote on the Merger Agreement is scheduled for May 27, 2026, and the companies expect the Merger to close on or about July 1, 2026, subject to shareholder approval and customary closing conditions.

Key Details

• Merger Agreement dated January 27, 2026, between Prosperity and Stellar governs the transaction.
• Federal Reserve Bank of Dallas issued a waiver of prior approval; FDIC and Texas Department of Banking approved the related bank merger.
• Special meeting of Stellar shareholders: May 27, 2026. Expected closing date: on or about July 1, 2026 (subject to approvals and closing conditions).
• Prosperity filed an S-4 registration statement (declared effective April 21, 2026) and the proxy statement/prospectus mailing to Stellar shareholders is expected to begin on or about April 23, 2026.

Why It Matters The filing confirms that regulatory hurdles have been cleared, removing a major obstacle to the planned combination of Stellar and Prosperity. Stellar shareholders must still approve the merger at the May 27 vote, and closing remains subject to other customary conditions. Investors should review the S-4/proxy statement for details on the merger consideration (including any Prosperity stock to be issued), potential impacts on ownership and dilution, and the risks and assumptions disclosed by the companies. Free copies of the registration statement and proxy/prospectus are available on the SEC website and the companies’ investor relations pages.