🧾 What This Document Is

This is an 8-K filing, which is a report companies use to announce major news to investors. Attached to it is a press release announcing that Prosperity Bancshares has received all the necessary regulatory approvals to complete its previously announced acquisition of Stellar Bancorp. Think of it as the government giving the green light for a major business deal to move forward.

🏢 What The Company Does

👉 In simple terms, both companies are regional banks.

Prosperity Bancshares (PB): A large Houston-based financial holding company with about $38.5 billion in assets. It operates 312 banking locations across Texas and Oklahoma, offering services like personal/business banking, wealth management, and digital banking.
Stellar Bancorp (STEL): A Houston-based bank holding company focused on commercial banking for small-to-medium businesses and individuals, primarily in the Houston, Dallas, and Beaumont areas of Texas.

This merger will combine two significant Texas-focused banking franchises.

🚀 Key Move: Regulatory Approval Achieved

The big news here is that the deal has passed its most critical government hurdle.

The Federal Reserve Bank of Dallas, the FDIC, and the Texas Department of Banking have all approved the merger.
This removes a major condition that was required for the deal to close. Previously, the deal was "pending" regulatory approval; now it's "approved" from a regulatory standpoint.
👉 Why it matters: Regulatory approval is often the longest and most uncertain part of a bank merger. Getting this "yes" signals the deal is on a very strong path to completion and reduces a key piece of risk for investors in both companies.

📅 The Deal Timeline & Next Steps

With regulators on board, the deal moves to its final phase: a shareholder vote.

Shareholder Vote: Stellar will hold a special meeting for its shareholders on May 27, 2026, to vote on approving the merger agreement (which was signed on January 27, 2026).
Expected Closing: If shareholders approve, the merger is expected to be completed on or about July 1, 2026.
The Process: First, the two parent companies (holding companies) will merge. Immediately after, Stellar Bank will merge into Prosperity Bank.

📦 Paperwork and Disclosures

The filing includes the standard legal disclosures for a merger:

Registration Filed: Prosperity has filed a registration statement (Form S-4) with the SEC to issue its new shares to Stellar's shareholders as part of the deal.
Documents for Shareholders: The official proxy statement/prospectus, which contains all the details for Stellar shareholders to review before voting, is being mailed out and was declared effective on April 21, 2026.
Urgent Notice: Investors are strongly urged to read these official documents carefully before making any decisions. They are available on the SEC's website and the investor relations pages of both companies' websites.

👥 Who's Involved in the Deal

The companies note that their directors, executive officers, and certain employees may be considered "participants" in soliciting shareholder votes. Information about these individuals and their holdings is publicly available in each company's existing SEC filings (like annual proxy statements and 10-K reports).

⚖️ The Big Picture: Strengths & Risks

👍 Strengths / Why it Makes Sense:
- Scale & Footprint: The merger creates a much larger and more geographically diverse bank across Texas, a strong economic region.
- Regulatory Blessing: Having all approvals in hand is a major strength, de-risking the transaction.
- Clear Timeline: A specific closing date (~July 1, 2026) provides clarity for investors and customers.
⚠️ Risks & What Could Go Wrong:
- Shareholder Approval: The deal is not 100% certain until Stellar's shareholders vote "yes" on May 27.
- Closing Conditions: There are other "customary" conditions in the merger agreement that must be met before July 1. While not specified, these usually include things like the companies' businesses not suffering a major, negative unexpected change.
- Integration Challenge: The classic risk for any merger—successfully combining two large organizations, systems, and cultures.

🧠 The Analogy

This merger is like two neighboring houses on the same street, Prosperity and Stellar, getting final city approval to tear down the fence between them and build one much larger, combined mansion. They have the building permits (regulatory approvals) and a planned date to start construction (July 1). The only thing left is for the homeowners' association (Stellar shareholders) to hold a vote to give the final go-ahead.

🧩 Final Takeaway

The Prosperity-Stellar merger has cleared its biggest hurdle with regulators and is now squarely on track for a shareholder vote in late May. If approved, this will create a significantly larger Texas-based banking powerhouse by mid-summer 2026. The main risk now shifts from "will the government allow it?" to "will the shareholders agree?"

Contact for More Information:

Prosperity Bancshares, Inc.: Cullen Zalman, Executive Vice President – Banking and Corporate Activities, 281.269.7199, [email protected]
Stellar Bancorp, Inc.: Paul Egge, Chief Financial Officer, 281.517.6461, [email protected]

PB Secures Regulatory Approval for Stellar Bancorp Acquisition