Every material Form 8-K Prosperity Bancshares has filed with the SEC since April 24, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Prosperity Bancshares reported third quarter 2026 net income of $141.5 million, or $1.18 per diluted share, up from $137.6 million but down from $1.45 a year earlier. Results were reduced by $69.7 million in merger related expenses, and excluding these and other items, net income was $200.8 million, or $1.67 per diluted share. The board also approved a fourth quarter dividend of $0.64 per share, up from $0.60.
Net income of $141.5 million, or $1.18 per diluted share, for the quarter ended September 30, 2026, compared with $137.6 million, or $1.45 per diluted share, a year earlier.
Merger related expenses of $69.7 million, or $0.46 per diluted share, weighed on results. Excluding these and other items, net income was $200.8 million, or $1.67 per diluted share.
Quarterly dividend increased to $0.64 per share from $0.60, payable January 4, 2027, to holders of record as of December 15, 2026.
Net interest margin of 3.73%, compared with 3.24% a year earlier, and total assets of $54.1 billion at September 30, 2026.
Prosperity Bancshares reported second quarter 2026 net income of $168.6 million, or $1.67 per diluted share, up from $135.2 million, or $1.42, a year earlier. Excluding a $8.2 million net gain on Visa Class B-2 stock exchange and sale of investment securities, and $755 thousand of merger related expenses, net income was $162.7 million, or $1.62 per share, up 20.4% and 14.1% respectively, while net interest income rose 23.5% from a year earlier. The Stellar Bancorp merger was completed on July 1, 2026, after the quarter ended.
Net income of $168.6 million and diluted EPS of $1.67 for Q2 2026, versus $135.2 million and $1.42 for Q2 2025
Excluding non-recurring items, net income was $162.7 million and EPS was $1.62, up 20.4% and 14.1% year over year
Net interest income was $330.6 million, up 23.5%, and net interest margin was 3.47% versus 3.18% a year earlier
Stellar Bancorp merger completed July 1, 2026; total assets were $43.873 billion at June 30, 2026; third quarter dividend of $0.60 per share payable October 1, 2026
Prosperity Bancshares completed its acquisition of Stellar Bancorp on July 1, 2026, with Stellar merging into Prosperity and Stellar Bank merging into Prosperity Bank. Stellar holders received 0.3803 Prosperity shares plus $11.36 in cash per share, with total consideration of about $590 million in cash and 19 million Prosperity shares, and the filing notes Prosperity assumed about $2.17 billion in Federal Home Loan Bank of Dallas obligations.
Closing effective July 1, 2026; merger agreement dated January 27, 2026
Stellar holders received 0.3803 Prosperity shares and $11.36 cash per share; total consideration about $590 million cash and 19 million shares
Prosperity assumed about $2.17 billion in FHLB Dallas obligations issued to Stellar Bank
Robert R. Franklin, Jr. joined the board and became Vice Chairman; his agreement includes a $3,000,000 signing bonus and a 25,000-share restricted stock award
Prosperity Bancshares reported first quarter 2026 net income of $116.3 million, or $1.16 per diluted share, down from $130.2 million, or $1.37, a year earlier. The company said $42.5 million of merger-related expenses weighed on results; excluding those costs, net income was $149.9 million and diluted EPS was $1.50.
Net income $116.3 million vs $130.2 million in Q1 2025; diluted EPS $1.16 vs $1.37
Merger-related expenses of $42.5 million, or $0.34 per diluted share; excluding them, EPS was $1.50 (non-GAAP)
Net interest income before provision rose 21.0% year over year to $321.2 million
Stellar Bancorp merger expected to complete on or about July 1, 2026; second quarter dividend of $0.60 per share
On January 27, 2026, Prosperity Bancshares agreed to merge with Stellar Bancorp, with Stellar shareholders receiving 0.3803 Prosperity shares plus $11.36 in cash for each Stellar share. The Stellar board unanimously approved the deal, and directors holding about 8.8% of Stellar's shares have agreed to vote in favor, but the merger requires Stellar shareholder approval, regulatory approvals, and other customary conditions before closing.
Each Stellar common share converts into 0.3803 Prosperity common shares plus $11.36 in cash, with cash paid in lieu of fractional shares.
Stellar Bank will merge into Prosperity Bank, and two Stellar or Stellar Bank directors will join the Prosperity board and the Prosperity Bank board.
Stellar will pay Prosperity a $78 million termination fee under certain circumstances.
Closing requires Stellar shareholder approval and approval or waiver from the Federal Reserve, FDIC and Texas Department of Banking, among other conditions.
Prosperity Bancshares reported fourth quarter 2025 net income of $139.9 million, up 7.6% from $130.1 million a year earlier, with diluted EPS of $1.49 versus $1.37. The company also signed a definitive merger agreement to acquire Stellar Bancorp, which it values at approximately $2.002 billion, paid in Prosperity common stock plus cash, so existing shareholders' stake would be affected by the share issuance.
Q4 2025 net income $139.9 million vs. $130.1 million in Q4 2024; diluted EPS $1.49 vs. $1.37
Full-year 2025 net income $542.8 million, up 13.2%; diluted EPS $5.72, up 13.3%
Stellar merger terms: 0.3803 Prosperity shares plus $11.36 cash per Stellar share; total consideration approximately $2.002 billion based on the $72.90 closing price on January 27, 2026
Southwest Bancshares acquisition expected to become effective February 1, 2026
Prosperity Bancshares reported third quarter 2025 net income of $137.6 million, or $1.45 per diluted share, up from $127.3 million, or $1.34 per share, a year earlier. The results were driven mainly by higher net interest income, and the board approved a fourth quarter dividend of $0.60 per share, up from $0.58.
Q3 2025 net income of $137.6 million, up $10.3 million or 8.1% from the same quarter in 2024; diluted EPS of $1.45 versus $1.34
Net interest margin rose to 3.24% from 2.95% a year earlier; net interest income before provision was $273.4 million
Fourth quarter 2025 dividend raised to $0.60 per share from $0.58, payable January 2, 2026 to holders of record as of December 15, 2025
Prosperity Bancshares reported second quarter 2025 net income of $135.2 million, up 21.1% from a year earlier, with diluted EPS of $1.42, up 21.4%. The company also announced a definitive merger agreement to acquire American Bank Holding Corporation in an all-stock deal valued at approximately $321.5 million, which shareholders should weigh against the expected dilution from issuing 4,439,981 new shares.
Q2 2025 diluted EPS was $1.42 versus $1.17 in Q2 2024; net interest margin rose to 3.18% from 2.94%.
Total deposits fell $459.7 million, or 1.6%, year over year to $27.473 billion at June 30, 2025.
American Bank Holding deal: 4,439,981 Prosperity shares, valued at about $321.5 million at the July 16, 2025 closing price of $72.40; closing expected in Q4 2025 or Q1 2026, subject to regulatory and American shareholder approvals.
Board declared a third quarter 2025 cash dividend of $0.58 per share, payable October 1, 2025.
Prosperity Bancshares reported first quarter 2025 results on April 23, 2025, with net income of $130.2 million, up 17.9% from a year earlier, and diluted earnings per share of $1.37, up 16.1%. The filing attributes the year-over-year increase primarily to higher net interest income, partly offset by higher salaries and benefits and income taxes. Compared with the fourth quarter of 2024, net income was roughly flat, and the company declared a second quarter 2025 dividend of $0.58 per share.
Diluted EPS of $1.37 versus $1.18 in first quarter 2024, an increase of 16.1%
Net income of $130.2 million versus $110.4 million a year earlier; $130.1 million in fourth quarter 2024
Net interest margin of 3.14% versus 2.79% in first quarter 2024; net interest income of $265.4 million, up 11.4%
Second quarter 2025 cash dividend of $0.58 per share, payable July 1, 2025, to holders of record as of June 13, 2025
On April 15, 2025, Prosperity Bancshares entered into a three-year employment and change in control agreement with Kevin J. Hanigan, its President and Chief Operating Officer. The agreement sets a base salary of $1,092,865 and provides severance terms, including enhanced payments if he is terminated within a window around a change in control.
Agreement dated April 15, 2025; initial three-year term with automatic one-year renewals unless either party gives 60 days' notice
Annual base salary of $1,092,865, subject to increase but not decrease; bonuses at the Company's sole discretion
Change in control severance: three times base salary plus three times average annual bonus for the prior two years, if terminated without Cause or for Good Reason from six months before to twelve months after a change in control
Prosperity Bancshares reported fourth quarter 2024 net income of $130.1 million, or $1.37 per diluted share, up from $95.5 million, or $1.02 per share, a year earlier. The company said the increase was mainly due to higher net interest income and a lower FDIC special assessment, partly offset by higher salaries and benefits. The filing also approved a 2025 stock repurchase program covering up to 5% of outstanding common stock.
Q4 2024 net income $130.1 million, up 36.2% from $95.5 million in Q4 2023
Diluted EPS $1.37 versus $1.02 a year earlier, an increase of 34.3%
Net interest margin (tax equivalent) 3.05%, up from 2.75% in Q4 2023
2025 stock repurchase program covers up to about 4.8 million shares, or 5% of common stock, through January 21, 2026
Prosperity Bancshares entered a Third Amended and Restated Employment Agreement with Chairman H.E. Timanus, Jr. on January 21, 2025. The main change is that change-in-control severance now requires a qualifying termination within a window from six months before to 18 months after a change in control, and it adds a bonus-based component.
Agreement dated January 21, 2025, replaces the prior agreement, which paid three times base salary on a change in control without a termination requirement
Under the new terms, severance of three times base salary and three times average annual bonus applies only on termination for Good Reason or without Cause, within six months before to 18 months after a change in control
Outstanding restricted stock vests upon a change in control, and the agreement permits personal investments in a competing business that do not interfere with his duties
Prosperity Bancshares reported third quarter 2024 net income of $127.3 million, or $1.34 per diluted share, up from $112.2 million, or $1.20 per share, a year earlier. The board also approved a fourth quarter dividend of $0.58 per share, up from $0.56, which shareholders would receive if the increase holds. Results were driven mainly by higher net interest income, with three months of Lone Star Bank operations included.
Net income was $127.3 million, up $15.1 million or 13.4% from the third quarter of 2023.
Diluted EPS was $1.34, compared with $1.20 a year earlier.
Net interest margin rose 23 basis points to 2.95% from 2.72% a year earlier.
Quarterly dividend increased 3.57% to $0.58 per share, payable January 2, 2025, to holders of record as of December 13, 2024.
Prosperity Bancshares entered a Fourth Amended and Restated Employment Agreement with CEO David Zalman on October 15, 2024. The revised agreement narrows change-in-control payments: cash payments now apply only if Zalman resigns for Good Reason or is terminated without Cause within a window from six months before to 18 months after a change in control.
Agreement dated October 15, 2024, amends the Third Amended and Restated Agreement effective December 29, 2023.
Prior agreement paid three times base salary and three times average annual bonus upon a change in control.
Revised agreement requires a qualifying termination, with payments tied to a window running six months before to 18 months after a change in control.
Prosperity Bancshares reported second quarter 2024 net income of $111.6 million, or $1.17 per diluted share, up from $86.9 million, or $0.94, a year earlier, and essentially flat with $110.4 million, or $1.18, in the first quarter. The company said the quarter included a $10.7 million net gain from a Visa Class B-1 stock exchange and sale of securities, offset by merger related and FDIC special assessment charges, and that excluding these items EPS was $1.22. The results followed the April 1, 2024 completion of the Lone Star State Bancshares merger.
Net income of $111.6 million, or $1.17 per diluted share, for Q2 2024, compared with $86.9 million, or $0.94, in Q2 2023
Excluding merger related provision and expenses, Visa and securities gains, and FDIC special assessment, net of tax, EPS was $1.22 (non-GAAP)
Net interest margin rose to 2.94% from 2.79% in Q1 2024; loans rose $1.06 billion or 5.0% in the quarter, largely from the merger
Repurchased 671 thousand shares in Q2 2024; declared a third quarter dividend of $0.56 per share, payable October 1, 2024
Prosperity Bancshares reported first quarter 2024 net income of $110.4 million, or $1.18 per diluted share, down from $124.7 million, or $1.37 per share, a year earlier but up from $95.5 million, or $1.02 per share, in the fourth quarter of 2023. The company also completed the Lone Star State Bancshares merger on April 1, 2024, and declared a $0.56 second quarter dividend.
Net income of $110.4 million and $1.18 per diluted share, versus $124.7 million and $1.37 in Q1 2023
Up from $95.5 million and $1.02 per diluted share in Q4 2023, mainly on higher interest income and lower FDIC assessments
Net interest margin of 2.79%, up from 2.75% in Q4 2023 but down from 2.93% a year earlier
Repurchased 567,692 shares at an average $62.12 per share; second quarter dividend of $0.56 per share payable July 1, 2024
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