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Prosperity Bancshares to Buy Stellar Bancorp in $2 Billion Cash-and-Stock Deal

The deal would make Prosperity the second-largest Texas-based bank by deposits, pending approvals.

Overview

  • Stellar shareholders are set to receive $11.36 in cash plus 0.3803 Prosperity shares per share, a mix worth about $39.08 that is roughly 70% stock and 30% cash and equals about 181% of Stellar’s tangible book value.
  • The combined bank is projected to hold about $54 billion in assets with more than 330 locations, rank No. 1 by deposits in Beaumont and top five in Houston, and add 52 branches across greater Houston, Beaumont and Dallas–Fort Worth.
  • Both boards approved the merger unanimously, with closing targeted for the second quarter of 2026 subject to regulatory review, Stellar shareholder approval and other customary conditions.
  • Stellar’s Robert R. Franklin Jr. will become a vice chairman at Prosperity, president Ramon Vitulli will serve as Houston area chairman, and two Stellar directors will join Prosperity’s boards.
  • Prosperity projects cutting about 35% of Stellar’s noninterest expenses and 9.2% EPS accretion in 2027, while guiding to roughly 7.8% tangible book value dilution with a 4.5‑year earn-back, as analysts questioned the premium and Prosperity shares fell about 8% on the announcement.