AI brief of an SEC Form 8-K · Prosperity Bancshares (PB)

Prosperity Bancshares agrees to acquire Stellar Bancorp in merger with cash and stock

Neutral Impact 5 of 5 m&a Written later

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.

Key points

  • 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.

The filing

CompanyProsperity Bancshares (PB)
Form8-K, current report
Filed with the SECJan 29, 2026, 7:01 AM ET
Accession number0001193125-26-028154

Items reported: 1.01 Material Definitive Agreement

Read the filing on SEC.gov ↗

Written by AI on Nov 8, 2026, 1:17 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on January 29, 2026.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.