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Get filing alertsProsperity Bancshares completes acquisition of Stellar Bancorp
Filed July 1, 2026 · Period ending July 1, 2026 · ~1 min read
Key Changes
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Prosperity closed its acquisition of Stellar Bancorp on July 1, 2026, issuing approximately 19 million shares and paying $590 million cash. Each Stellar share converted to 0.3803 Prosperity shares plus $11.36 cash.
Item 2.01 — Completion of Acquisition or Disposition of Assets verify on EDGAR → -
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The combined entity has $43.6 billion in assets and operates 311 full-service banking locations across Texas and Oklahoma. Stellar's 52 branches will continue under the Stellar Bank name until operational integration in March 2027.
Exhibit 99.1 view on EDGAR → -
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Prosperity appointed two former Stellar directors to its board, expanding from 14 to 16 directors. Robert Franklin became Vice Chairman with a 3-year employment agreement including $1.12M base salary, 175% target bonus, and $3M signing bonus.
Item 5.02 — Departure of Directors or Certain Officers; Compensation verify on EDGAR → -
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Franklin also received a restricted stock award of 25,000 shares vesting on the third anniversary, with immediate vesting if terminated without cause. Ramon Vitulli joined as Houston Area Chairman of Prosperity Bank.
Item 5.02 — Departure of Directors or Certain Officers; Compensation verify on EDGAR →
Summary
Prosperity Bancshares completed its acquisition of Stellar Bancorp on July 1, 2026, in a transaction valued at approximately. The deal combined $590 million in cash with 19 million Prosperity shares, with each Stellar shareholder receiving 0.3803 Prosperity shares plus $11.36 cash per share.
The acquisition adds 52 banking offices concentrated in Houston, Beaumont, East Texas, and Dallas, significantly expanding Prosperity's presence in the Houston market. The combined entity now operates 311 locations across Texas and Oklahoma with $43.6 billion in assets as of March 31, 2026. Prosperity retained key Stellar leadership to manage the integration and expanded operations.
Robert Franklin, Stellar's former CEO, joined as Vice Chairman of both Prosperity and Prosperity Bank under a three-year employment agreement with $1.12 million base salary and a $3 million signing bonus. Ramon Vitulli became Houston Area Chairman of Prosperity Bank. The board expanded from 14 to 16 directors to include Franklin and Joseph Swinbank from Stellar. Stellar branches will continue operating under the Stellar Bank brand until the operational integration scheduled for March 2027, providing an eight-month transition period for systems conversion and customer integration.
Section-by-Section Diff
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
Robert R. Franklin, Jr., Stellar’s Chief Executive Officer and Stellar Bank’s Executive Chairman, joined Prosperity and Prosperity Bank as Vice Chairman, and Ramon Vitulli, Stellar’s President and Stellar Bank’s Chief Executive Officer, joined Prosperity Bank as Houston Area Chairman. Additional members of Stellar Bank management will maintain leadership roles in the combined organization.
Prosperity appointed key Stellar executives to leadership positions in the combined organization. Robert R. Franklin, Jr. became Vice Chairman of both Prosperity and Prosperity Bank, while Ramon Vitulli became Houston Area Chairman of Prosperity Bank. Additional Stellar Bank management will retain leadership roles, indicating continuity in the acquired operations.
Added in current filing · view on EDGAR →
In addition, Mr. Franklin and Joe B. Swinbank, a director of Stellar, have joined the Board of Directors of Prosperity, and Mr. Vitulli and Pat Parsons, a director of Stellar Bank, have joined the Board of Directors of Prosperity Bank.
Prosperity expanded its board by adding two Stellar directors (Franklin and Swinbank) to the Prosperity board, and two directors (Vitulli and Parsons) to the Prosperity Bank board. This board expansion is typical in merger transactions to provide continuity and representation from the acquired entity.
Added in current filing · view on EDGAR →
Stellar operates fifty-two (52) banking offices including its main office in Houston and banking offices in the Houston, Beaumont and East Texas areas and in Dallas, Texas. Stellar banking locations will continue to operate under the Stellar Bank name until the operational integration, which is scheduled for March 2027.
The merger adds 52 banking offices from Stellar, primarily in Houston, Beaumont, East Texas, and Dallas. These locations will continue operating under the Stellar Bank brand until the operational integration in March 2027, providing an eight-month transition period for systems and customer conversion.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
as of the Effective Time, the size of the board of directors of the Company (the “Board”) was increased to consist of a total of 16 directors, including the 14 directors of the Company as of immediately prior to the Effective Time and two former directors of Stellar. The two former directors of Stellar appointed by the Board, in each case effective as of the Effective Time, were Robert R. Franklin, Jr. and Joseph B. Swinbank. Mr. Franklin was appointed to serve as a Class I director and Mr. Swinbank was appointed to serve as a Class III director, each with a term expiring at the Company’s next annual meeting of shareholders.
Following the merger with Stellar, Prosperity expanded its board from 14 to 16 directors by adding two former Stellar directors. Robert Franklin was appointed as a Class I director and Joseph Swinbank as a Class III director, both with terms expiring at the next annual shareholder meeting.
Added in current filing · verify on EDGAR →
Effective as of the Effective Time, Mr. Franklin was appointed to the position of Vice Chairman of Prosperity and Prosperity Bank. Mr. Franklin, 71, served as Executive Chairman and director of Stellar Bank and Chief Executive Officer and director of Stellar from 2022 until the Effective Time.
Robert Franklin, age 71, was appointed Vice Chairman of both Prosperity Bancshares and Prosperity Bank. He previously served as Executive Chairman and CEO of Stellar from 2022 until the merger closed.
Added in current filing · verify on EDGAR →
Shortly following the Effective Time, Prosperity will grant to Mr. Franklin an award of restricted stock consisting of 25,000 shares of Prosperity common stock (the “RSA Award”). The RSA Award will vest on third anniversary of the date of grant, subject to Mr. Franklin’s continued employment through such date, except as otherwise described below. In addition, Mr. Franklin will receive a signing bonus of $3,000,000, less applicable withholdings, payable on Prosperity Bank’s first regular payroll date following the Effective Time.
Franklin will receive a $3,000,000 signing bonus and a restricted stock award of 25,000 shares that vests on the third anniversary of grant, subject to continued employment. The restricted stock vests immediately upon termination without cause or death.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
In the event of Mr. Franklin’s termination of employment without cause (other than due to death or disability) during the Term, and subject to his execution and non-revocation of a general release of claims and continued compliance with certain restrictive covenants, including confidentiality, noncompetition and nonsolicitation covenants, Mr. Franklin will be entitled to receive (i) a lump sum cash payment equal to his base salary for the remainder of the Term and (ii) immediate full vesting of the RSA Award.
If Franklin is terminated without cause during his three-year term, he will receive a lump sum payment equal to his remaining base salary plus immediate vesting of his 25,000-share restricted stock award, subject to signing a release and complying with restrictive covenants.
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Effective 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.
Prosperity Bancshares closed its acquisition of Stellar Bancorp on July 1, 2026, under a merger agreement signed January 27, 2026. Stellar merged into Prosperity at the holding company level, and Stellar Bank merged into Prosperity Bank. This consolidates two Texas banking franchises under Prosperity's ownership.
Added in current filing · verify on EDGAR →
The total aggregate consideration payable in the Transaction was approximately $590 million in cash and 19 million shares of Prosperity Common Stock.
The acquisition's total consideration was approximately $590 million in cash plus 19 million Prosperity shares. At the disclosed 10-day average Prosperity stock price of $71.44, the stock component represents roughly $1.36 billion, making the total deal value approximately $1.95 billion. This is a material acquisition for Prosperity, significantly expanding its footprint and asset base.
Added in current filing · verify on EDGAR →
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. ... 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).
All Stellar equity awards fully vested at closing. Service-based restricted stock converted to the standard per-share merger consideration (0.3803 Prosperity shares plus $11.36 cash). Performance units converted to cash at 100% of target (or 200% for 2024 grants), valued using the Per Share Merger Consideration Value. This accelerated vesting is standard in change-of-control transactions and ensures Stellar employees receive full value for unvested awards.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
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.
In-the-money Stellar stock options were cashed out at closing, with holders receiving the spread between the Per Share Merger Consideration Value and their exercise price. Out-of-the-money options were cancelled with no payment. The Per Share Merger Consideration Value was $38.54 ($11.36 cash plus 0.3803 × $71.44 stock value), so only options with exercise prices below that threshold received value.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 6, 2026 · How we verify