Prosperity Bancshares (the parent of Prosperity Bank) and Stellar Bancorp (the parent of Stellar Bank) announced they have signed a definitive merger agreement under which Prosperity will acquire Stellar and Stellar Bank, expanding Prosperity’s scale in Texas with a larger presence in the Houston market.
Stellar Bank operates 52 banking offices across greater Houston, Beaumont and surrounding areas, as well as Dallas. As of December 31, 2025, Stellar reported $10.807 billion in total assets, $7.301 billion in total loans, and $9.021 billion in total deposits on a consolidated basis.
Under the agreement, Prosperity will pay a mix of stock and cash for Stellar shares. Stellar shareholders will receive 0.3803 shares of Prosperity common stock and $11.36 in cash for each Stellar common share. Based on Prosperity’s closing price of $72.90 on January 27, 2026, the companies said the total consideration values the transaction at approximately $2.002 billion.
The companies also outlined leadership and governance plans for the combined organization. Robert R. Franklin, Jr., Stellar’s Chief Executive Officer and Stellar Bank’s Executive Chairman, is expected to join Prosperity Bank as Vice Chairman, and Ramon Vitulli, Stellar’s President and Stellar Bank’s Chief Executive Officer, is expected to join Prosperity Bank as Houston Area Chairman. Additional Stellar Bank management members are expected to retain leadership roles in the combined organization.
Following closing, Franklin and one additional Stellar director are expected to join Prosperity’s board, while Vitulli and Pat Parsons, a director of Stellar Bank, are expected to join the board of Prosperity Bank.
Both boards unanimously approved the transaction. The companies expect the merger to close in the second quarter of 2026, subject to regulatory approvals, approval by Stellar shareholders, and other customary closing conditions.
Support: Keefe, Bruyette & Woods, a Stifel Company, is advising Stellar as financial advisor, with Norton Rose Fulbright US as legal counsel. Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Prosperity.
KEY QUOTES
“I am very excited to announce the merger of Stellar with Prosperity and to partner with Bob, Ray and the management team and other professionals of Stellar Bank. The combination of our companies will create the second largest bank by deposits headquartered in Texas with over 330 banking centers. Together, our increased scale better positions us to invest in future opportunities and serve our customers. Stellar and its predecessors have been serving the Houston and Beaumont, Texas areas for many years. This is a rare opportunity to significantly enhance our presence in the Houston area, a market with a diverse economy that is continually attracting investment and has a growing population. Bob and Ray have extensive banking experience and we are looking forward to them joining our team and continuing to take Prosperity to the next level.”
“Our banks have a complementary footprint, and we are familiar with and remain committed to the communities that Stellar Bank serves, including with both financial products and community support.”
David Zalman, Senior Chairman and Chief Executive Officer, Prosperity Bancshares
“We are thrilled to announce this partnership with Prosperity,” said Mr. Franklin, Chief Executive Officer of Stellar and Executive Chairman of Stellar Bank. “By joining forces, we are creating one of the strongest Texas banking franchises, supported by an exceptional deposit base and a shared commitment to relationship-driven community banking. This combination enhances our ability to serve customers with greater scale, expanded capabilities, and the financial strength needed to meet the evolving needs of a growing Texas economy.”
“I am incredibly proud of what our team has built, and I am excited about the opportunities this merger creates for our customers, employees, and communities. Together with Prosperity, we look forward to building an even more competitive and resilient financial institution for the future.”
Robert R. Franklin, Jr., Chief Executive Officer, Stellar Bancorp; Executive Chairman, Stellar Bank
