{"url_path":"/sec/pb/8-k/2026-07-01/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1068851/0001193125-26-291486-index.html","accession_number":"0001193125-26-291486","cik":"0001068851","ticker":"PB","issuer_name":"PROSPERITY BANCSHARES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1068851/0001193125-26-291486-index.html","primary_entity_key":"0001068851","primary_entity_name":"PROSPERITY BANCSHARES INC"},"word_count":706,"has_tables":true,"body_markdown":"Item 2.01.\n\nCompletion of Acquisition or Disposition of Assets.\n\nEffective July 1, 2026 (the “Closing Date”), Prosperity Bancshares, Inc. (“Prosperity” or the “Company”) completed its previously announced acquisition of Stellar Bancorp, Inc., a Texas corporation (“Stellar”), pursuant to the Agreement and Plan of Merger, dated as of January 27, 2026 (the “Merger Agreement”), by and between Prosperity and Stellar.\n\nPursuant to the Merger Agreement, Stellar merged with and into Prosperity (the “Merger”), with Prosperity continuing as the surviving corporation in the Merger. Immediately following the Merger, Stellar Bank, a Texas banking association and wholly owned subsidiary of Stellar, merged with and into Prosperity Bank, a Texas banking association and wholly owned subsidiary of Prosperity (the “Bank Merger” and together with the Merger, the “Transactions”), with Prosperity Bank continuing as the surviving bank in the Bank Merger.\n\nPursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of Stellar (“Stellar Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by Prosperity or Stellar, was converted into the right to receive (i) 0.3803 shares of common stock (the “Exchange Ratio”), par value $1.00 per share, of Prosperity (“Prosperity Common Stock”), (ii) an amount in cash equal to $11.36 (the “Per Share Cash Consideration”) ((i) and (ii) together, the “Per Share Merger Consideration”) and (iii) cash in lieu of fractional shares.\n\nPursuant to the Merger Agreement, at the Effective Time:\n\n \n\n \n•\n \n\nStellar Stock Options. Each Stellar stock option with a per-share exercise price that was less than the Per Share Merger Consideration Value was cancelled and the holder of such cancelled stock option received (without interest) an amount in cash equal to the product of (A) the excess of the Per Share Merger Consideration Value over the stock option’s per-share exercise price, multiplied by (B) the number of shares of Stellar Common Stock subject to such stock option immediately prior to the Effective Time. Any Stellar stock option with a per-share exercise price that was equal to or greater than the Per Share Merger Consideration Value was cancelled for no consideration in respect thereof. “Per Share Merger Consideration Value” means the sum of (1) the Per Share Cash Consideration plus (2) the product of (x) the Exchange Ratio multiplied by (y) $71.44, which equaled the average closing sale price of Prosperity Common Stock for the 10 consecutive full trading days ending on and including the fifth trading day immediately preceding the Closing Date.\n\n \n\n \n•\n \n\nStellar Restricted Stock Awards. Each outstanding restricted stock award in respect of Stellar Common Stock subject solely to service-based vesting, repurchase or other lapse restriction fully vested and was converted into the right to receive (without interest) the Per Share Merger Consideration.\n\n \n\n \n•\n \n\nStellar Performance Unit Awards. Each outstanding restricted unit award in respect of Stellar Common Stock subject to performance-based vesting (each, a “performance unit award”) fully vested and was converted into the right to receive (without interest) a cash payment equal to the product of (a) the Per Share Merger Consideration Value multiplied by (b) the number of shares of Stellar Common Stock subject to such performance unit award, with applicable performance deemed achieved at 100% of the target level (or, in the case of the performance unit awards granted in 2024, 200% of the target level).\n\nThe foregoing description of the Transactions and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 and incorporated herein by reference.\n\nThe total aggregate consideration payable in the Transaction was approximately $590 million in cash and 19 million shares of Prosperity Common Stock. The issuance of shares of Prosperity Common Stock in connection with the Transaction was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4, as amended (File No. 333-294882), filed by Prosperity with the Securities and Exchange Commission (the “Commission”), which was declared effective on April 21, 2026 (the “Registration Statement”). The proxy statement/prospectus included in the Registration Statement contains additional information about the Merger Agreement and the transactions contemplated thereby."}