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Stellar Bancorp, Inc.

STEL/Prosperity Bancshares, Inc.PB

Stellar Bancorp to merge with Prosperity Bancshares for $2.0B

$2.0BMixedVote Scheduledhigh confidence

Key takeaways

  • Prosperity Bancshares, Inc. acquires Stellar Bancorp, Inc. — $2.0B aggregate (mixed).

Merger Arbeconomics, downside, days

Deal value

$2.0B

mixed

Per-share offer

Premium

Days to close

Term fee

ConsiderationMixed
AnnouncedApr 24, 2026
Days outstanding84d
Expected close
Termination fee
Reverse term fee
Go-shop period
Fiduciary out
Financing condition
Debt commitment
Insider lock-up

Timelineannounced → close
  1. Announced

    Apr 24, 2026

  2. Preliminary Proxy

  3. Definitive Proxy

  4. Record date

  5. Shareholder vote

    May 27, 2026

  6. Expected close


Vote Mechanicsrecord / mailing / vote
Vote required51d post-vote
Vote dateMay 27, 2026
Record date
Mailing date
Record → vote
Thresholdthe affirmative vote of the holders of at least two-thirds of the outstanding shares of Stellar common stock entitled to vote thereon at the special meeting
Min approvalparsed66.67% of outstanding
Shares outstanding
Insider lock-up

Regulatory & ConditionsHSR / EU / CFIUS / MAC

No regulatory or closing-conditions data extracted yet. The merger agreement Exhibit 10.1 contains this in the “Conditions to Closing” and “Regulatory Approvals” articles.


Closing Conditionsapprovals · vote · financing · lockups
0 done · 1 pending · 1 total
  • Shareholder approval· the affirmative vote of the holders of at least two-thirds of the outstanding shares of Stellar common stock entitled to vote thereon at the special meeting

Interloper Riskcompeting bids, activist filers

No competing-bidder, activist, or dissident-proxy signals in the database for this target.


Advisors

No advisor data on record for this deal.


Filing Timelineevery filing on this issuer
  1. Apr 24, 2026

    Prosperity Bancshares to acquire Stellar Bancorp for ~$2.0B in mixed consideration

  2. Apr 24, 2026

    Prosperity Bancshares to acquire Stellar Bancorp for ~$2.0B in mixed consideration

  3. Apr 24, 2026this filing

    Stellar Bancorp to merge with Prosperity Bancshares for $2.0B


Filing Trailcross-reference table

Comparablessimilar size band, definitive
AnnouncedTargetAcquirerValueConsid.PremiumTerm Fee %
Apr 24, 2026Stellar Bancorp, Inc.(STEL)Prosperity Bancshares, Inc.$2.0Bmixed
Apr 24, 2026Stellar Bancorp, Inc.(STEL)Prosperity Bancshares, Inc.$2.0Bmixed
Apr 24, 2026BOXABL Inc.FG Merger II Corp.$3.5Bmixed
May 1, 2026Esperion Therapeutics, Inc.(ESPR)ARCHIMED$1.1Bmixed+58.0%
May 1, 2026Esperion Therapeutics, Inc.(ESPR)ARCHIMED$1.1Bmixed+58.0%
May 1, 2026Resulticks Global Companies Pte LimitedDiginex Limited$1.5Bstock
May 1, 2026Resulticks Global Companies Pte LimitedDiginex Limited$1.5Bstock
Apr 24, 2026Enhabit, Inc.(EHAB)Kinderhook Industries, LLC (via Anchor Parent, LLC and Anchor Merger Sub, Inc.)$1.4Bcash+33.8%
Apr 24, 2026Enviri CorporationVeolia Environnement S.A.$3.0Bcash
Apr 24, 2026CoinShares International LimitedVine Hill Capital Investment Corp.$1.2Bstock

Sources

Stellar Bancorp, Inc. shareholders are being asked to approve a merger with Prosperity Bancshares, Inc., whereby Stellar will merge into Prosperity with Prosperity as the surviving corporation. Under the merger agreement dated January 27, 2026, Stellar shareholders will receive $11.36 in cash and 0.3803 shares of Prosperity common stock per share of Stellar common stock owned, representing approximately $2.0 billion in aggregate consideration. The transaction has been unanimously approved by both boards and is scheduled for shareholder vote on May 27, 2026, requiring approval by at least two-thirds of outstanding shares.

Item id: 7fbc1e93-5417-4395-9aad-93ef1e27a8a6 · ingested Apr 24, 2026