Prosperity Bancshares, Inc. (NYSE: PB) and Stellar Bancorp, Inc. (NYSE: STEL) announced that they have received all required regulatory approvals to complete Prosperity’s previously announced acquisition of Stellar. The Federal Reserve Bank of Dallas granted a waiver of prior approval for the holding‑company merger, and both the Federal Deposit Insurance Corporation and the Texas Department of Banking approved the merger of Stellar Bank into Prosperity Bank.
The transaction, which was formalized in a Merger Agreement dated January 27 2026, values Stellar at approximately $2.0 billion. Prospective shareholders of Stellar will receive 0.3803 shares of Prosperity common stock and $11.36 in cash for each share of Stellar common stock. The deal is expected to close on or about July 1 2026, subject to shareholder approval and customary closing conditions.
Prosperity will add Stellar’s 52 banking centers—located in Houston, Beaumont, Dallas, and surrounding Texas markets—to its existing network, creating a larger Texas‑focused banking platform. The combined entity will have more than 330 banking centers and roughly $49.3 billion in total assets, positioning it as the second‑largest bank by deposits headquartered in Texas and enhancing its commercial banking capabilities and deposit base.
The regulatory approvals de‑risk the transaction by confirming that the merger meets federal and state banking standards. The waiver from the Federal Reserve Dallas removes the need for a prior approval review, while the FDIC and Texas Department of Banking’s approvals confirm that the combined entity will maintain adequate capital, liquidity, and risk management practices. These clearances allow the parties to move forward with the shareholder vote, which is scheduled for May 27 2026, and the subsequent closing.
The registration statement for the transaction became effective on April 21 2026, and the mailing of the proxy statement to Stellar shareholders is expected to begin on April 23 2026. These filings provide shareholders with the necessary information to evaluate the merger and cast their votes at the upcoming special meeting.
The deal is expected to generate cost synergies and broaden Prosperity’s market presence in key Texas regions, strengthening its competitive position against larger national banks. By combining assets, deposits, and branch networks, the merged entity will be better positioned to serve corporate and commercial clients across the Houston and Dallas markets while leveraging shared technology and operational efficiencies.
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