Prosperity Bancshares To Acquire Stellar And Stellar Bank For $2.002B

Prosperity Bancshares, Inc.® (NYSE:PB) ("Prosperity"), the parent company of Prosperity Bank®, and Stellar Bancorp, Inc. (NYSE:STEL) ("Stellar"), the parent holding company of Stellar Bank, headquartered in Houston, Texas, today jointly announced the signing of a definitive merger agreement whereby Prosperity will acquire Stellar and Stellar Bank.

Stellar Bank operates fifty-two (52) banking offices in greater Houston, Beaumont and surrounding areas and Dallas, Texas. As of December 31, 2025, Stellar, on a consolidated basis, reported total assets of $10.807 billion, total loans of $7.301 billion and total deposits of $9.021 billion.

Under the terms and subject to the conditions of the definitive agreement, Prosperity will issue 0.3803 shares of Prosperity common stock and $11.36 in cash for each outstanding share of Stellar common stock. Based on Prosperity's closing price of $72.90 on January 27, 2026, the total consideration was valued at approximately $2.002 billion.

Robert R. Franklin, Jr., Stellar's Chief Executive Officer and Stellar Bank's Executive Chairman will join Prosperity Bank as Vice Chairman and Ramon Vitulli, Stellar's President and Stellar Bank's Chief Executive Officer, will join Prosperity Bank as Houston Area Chairman. Additional members of Stellar Bank management will maintain leadership roles in the combined organization.

In addition, upon completion of the merger, Mr. Franklin and one additional member of the Stellar Board of Directors will join the Board of Directors of Prosperity, and Mr. Vitulli and Pat Parsons, a director of Stellar Bank, will join the Board of Directors of Prosperity Bank.