Stellar Bancorp to be Acquired by Prosperity Bancshares in a $2 Billion Cash and Stock Deal

Prosperity Bancshares, Inc. (PB) entered a merger agreement on January 28, 2026, to acquire Stellar Bancorp, Inc. (STEL) in a cash and stock deal valued at $2 billion.

Deal Structure:

Prosperity will issue 0.3803 shares of Prosperity common stock and $11.36 in cash for each outstanding share of Stellar common stock, representing a value of $39.08 per Stellar stock. The per share value is at a premium of 19.78% from the stock’s last close.

Company Profile:

Stellar is a Houston-based bank holding company that, through its subsidiary Stellar Bank, provides a full range of commercial banking services to small- and medium-sized businesses, professionals, and individual customers across the Houston, Dallas, Beaumont, and surrounding Texas communities. It has about $10.8 billion in total assets, $7.3 billion in loans, and $9 billion in total deposits.

Prosperity is a Houston-based regional financial holding company that, through Prosperity Bank, provides a full range of personal and commercial banking, investment, and wealth management services to consumers and businesses across Texas and Oklahoma. Prosperity has roughly $38.5 billion in total assets and operates more than 300 full-service banking locations.

Deal Details and Timeline:

Stellar Bank operates 52 banking offices throughout Greater Houston, Beaumont and surrounding areas, and Dallas, Texas.

Robert Franklin, Stellar’s CEO, will join Prosperity Bank as Vice Chairman. Ramon Vitulli, CEO of Stellar Bank, will join Prosperity Bank as Houston Area Chairman.

Franklin and one additional member of the Stellar Board will join Prosperity’s Board. Vitulli and Pat Parsons, a director of Stellar Bank, will join the Board of Prosperity Bank.

The deal is expected to close during the second quarter of 2026.

Keefe, Bruyette & Woods, a Stifel company, served as financial advisor to Stellar, and Norton Rose Fulbright US provided legal counsel. Prosperity received legal counsel from Wachtell, Lipton, Rosen & Katz.

Prosperity is paying 1.73 times Stellar’s tangible book value.

Deal Metrics:

For further insight into this merger transaction, please follow the link to the Deal Metrics page:

Deal Metrics for the acquisition of Stellar Bancorp, Inc. (STEL) by Prosperity Bancshares, Inc. (PB)

Features of the Deal Metrics page include:

• Spread history chart tracking the merger from announcement to completion or failure.
• Key milestones such as HSR period expiration, regulatory approvals, shareholder votes, etc.
• News updates and SEC filings.
• A timeline of deal updates.
• And much more.

Disclaimer: This article is meant for informational purposes only. Please conduct your own thorough research before making any investment decisions. We do not guarantee the accuracy or completeness of the information provided.

Editor’s Note: Baranjot Kaur contributed to this article