PB

EX-99.1

2 pb-ex99_1.htm

EX-99.1

EX-99.1

Exhibit 99.1

c

PRESS RELEASE

For more information contact:

Prosperity Bancshares, Inc.®

Cullen Zalman

Prosperity Bank Plaza

SEVP – Banking and Corporate Activities

4295 San Felipe

281.269.7199

Houston, Texas 77027

cullen.zalman@prosperitybankusa.com

FOR IMMEDIATE RELEASE

PROSPERITY BANCSHARES, INC.®

REPORTS SECOND QUARTER

2026 EARNINGS

• Completed the merger of Stellar Bancorp, Inc. into Prosperity Bancshares on July 1, 2026

• Second quarter net interest margin increased 29 basis points to 3.47% compared to second quarter 2025

• Second quarter net income of $168.6 million, and $162.7 million(1) excluding non-recurring items, an increase of 20.4% compared to second quarter 2025

• Second quarter earnings per share (diluted) of $1.67, or $1.62 excluding non-recurring items, an increase of 14.1% compared to second quarter 2025

• Noninterest-bearing deposits of $10.7 billion, representing 32.9% of total deposits

• Allowance for credit losses on loans and on off-balance sheet credit exposure of $420.5 million and allowance for credit losses on loans to total loans, excluding Warehouse Purchase Program loans, of 1.61%(1)

• Nonperforming assets remain low at 0.34% of second quarter average interest-earning assets

• Return (annualized) on second quarter average assets of 1.55%, average common equity of 8.14% and average tangible common equity of 15.48%(1)

• Repurchased 200 thousand shares of common stock during second quarter 2026, and 1.0 million shares during 2026

HOUSTON, July 29, 2026. Prosperity Bancshares, Inc.® (NYSE: PB) (“Prosperity Bancshares”), the parent company of Prosperity Bank® (collectively, “Prosperity”), reported net income of $168.6 million for the quarter ended June 30, 2026, compared with $135.2 million for the same period in 2025. Net income per diluted common share was $1.67 for the quarter ended June 30, 2026, compared with $1.42 for the same period in 2025. On January 1, 2026, American Bank Holding Corporation (“American”) merged into Prosperity Bancshares and American Bank, N.A. (“American Bank”) merged into Prosperity Bank (collectively, the “American Merger”), and on February 1, 2026, Southwest Bancshares, Inc. (“Southwest”) merged into Prosperity Bancshares and Texas Partners Bank (“Texas Partners”) merged into Prosperity Bank (collectively, the “Southwest Merger”). During the second quarter of 2026, Prosperity incurred a net gain of $8.2 million, or $0.06(1) per diluted common share as a result of the exchange and conversion of Visa Class B-2 stock and the sale of investment securities, partially offset by merger related expenses of $755 thousand, or $0.01(1)per diluted common share. Excluding the net gain and merger related expenses, net income was $162.7(1) million and net income per diluted common share was $1.62(1) for the second quarter of 2026. The annualized return on second quarter average assets was 1.55%. Nonperforming assets remained low at 0.34% of second quarter average interest-earning assets. Subsequent to quarter end, on July 1, 2026, Stellar Bancorp, Inc. (“Stellar”) merged into Prosperity Bancshares and Stellar Bank (“Stellar Bank”) merged into Prosperity Bank (collectively, the “Stellar Merger”).

“I am excited to announce that on July 1, 2026, Prosperity Bancshares completed the merger of Stellar and its wholly owned subsidiary Stellar Bank, headquartered in Houston, Texas. Stellar Bank operated 52 banking offices including its main office in Houston and banking offices in the Houston, Beaumont and East Texas areas and in Dallas, Texas. I am also pleased to announce that in connection with the mergers, Robert Franklin, former CEO of Stellar, and Joe Swinbank, a former Stellar director, have

(1) Refer to the “Notes to Selected Financial Data” at the end of this Earnings Release for a reconciliation of this non-GAAP financial measure to the nearest GAAP financial measure.

Page 1

joined the Prosperity Bancshares Board of Directors and that Ray Vitulli, former CEO of Stellar Bank, and Pat Parsons, a former Stellar Bank director, have joined the Prosperity Bank Board of Directors. Pat was instrumental in building Stellar Bank’s Beaumont franchise over the years,” said David Zalman, Prosperity’s Senior Chairman and Chief Executive Officer.

“Texas has one of the strongest and most diverse state economies in the U.S., ranking as the second largest by GDP after California and approximately the 8th largest economy in the world. Oklahoma has a smaller but stable economy, heavily influenced by oil and gas, with more modest growth. Texas continues to shine as more people and companies move to the state because of the business-friendly political structure and no state income tax,” stated Zalman.

“Excluding the gain on Visa Class B-2 stock exchange net of investment securities sales and merger related expenses, as noted above, net income increased 20.4% and diluted earnings per share increased

EX-99.1

2 pb-ex99_1.htm

EX-99.1

EX-99.1

Exhibit 99.1

c

PRESS RELEASE

For more information contact:

Prosperity Bancshares, Inc.®

Cullen Zalman

Prosperity Bank Plaza

Executive Vice President – Banking and Corporate Activities

4295 San Felipe

281.269.7199

Houston, Texas 77027

cullen.zalman@prosperitybankusa.com

FOR IMMEDIATE RELEASE

PROSPERITY BANCSHARES, INC.®

REPORTS FIRST QUARTER

2026 EARNINGS

• Completed the merger of American Bank Holding Corporation on January 1, 2026

• Completed the merger of Southwest Bancshares, Inc. on February 1, 2026

• Net income of $116.3 million and diluted earnings per share of $1.16 for first quarter 2026; excluding merger related expenses of $42.5 million, net income was $149.9 million(1) and diluted earnings per share were $1.50(1)

• First quarter net interest margin increased 21 basis points to 3.51% compared to 3.30% for fourth quarter 2025

• Loans, excluding Warehouse Purchase Program loans, increased $3.354 billion or 16.4% during first quarter 2026

• Deposits increased $4.150 billion or 14.6% during first quarter 2026

• Allowance for credit losses on loans and on off-balance sheet credit exposure of $421.5 million and allowance for credit losses on loans to total loans, excluding Warehouse Purchase Program, of 1.61%(1)

• Nonperforming assets remain low at 0.33% of first quarter average interest-earning assets

• Completed core system conversion in February 2026

• Received all necessary regulatory approvals for the pending merger of Stellar Bancorp, Inc.

• Named in Forbes’ 2026 America’s Best Banks and is ranked among “America’s Best Regional Banks” by Newsweek in 2026

HOUSTON, April 29, 2026. Prosperity Bancshares, Inc.® (NYSE: PB) (“Prosperity Bancshares”), the parent company of Prosperity Bank® (collectively, “Prosperity”), reported net income of $116.3 million for the quarter ended March 31, 2026, compared with $130.2 million for the same period in 2025. Net income per diluted common share was $1.16 for the quarter ended March 31, 2026, compared with $1.37 for the same period in 2025. On January 1, 2026, American Bank Holding Corporation (“American”) merged with Prosperity Bancshares and American Bank, N.A. (“American Bank”) merged with Prosperity Bank (collectively, the “American Merger”), and on February 1, 2026, Southwest Bancshares, Inc. (“Southwest”) merged with Prosperity Bancshares and Texas Partners Bank (“Texas Partners”) merged with Prosperity Bank (collectively, the “Southwest Merger”, and together with the American Merger, the “Mergers”). During the first quarter of 2026, Prosperity incurred merger related expenses of $42.5 million, or $0.34(1)per diluted common share. Excluding these charges, net income was $149.9(1) million and earnings per diluted common share was $1.50(1) for the first quarter of 2026. Additionally, during the first quarter of 2026, loans, excluding Warehouse Purchase Program loans, increased $3.354 billion or 16.4%, and deposits increased $4.150 billion or 14.6%, with both increases primarily due to the Mergers. The annualized return on first quarter average assets was 1.10%. Nonperforming assets remain low at 0.33% of first quarter average interest-earning assets.

“The first quarter of 2026 was impactful for the company and I am excited to announce that during the quarter we completed the merger of American Bank Holding Corporation on January 1, 2026, completed the merger of Southwest Bancshares, Inc. on February 1, 2026 and announced the merger of Stellar Bancorp, Inc. on January 28, 2026, for which we have now received all necessary regulatory approvals and expect to complete on July 1, 2026. Additionally, we completed a core system conversion in February,” said David Zalman, Prosperity’s Senior Chairman and Chief Executive Officer.

(1) Refer to the “Notes to Selected Financial Data” at the end of this Earnings Release for a reconciliation of this non-GAAP financial measure to the nearest GAAP financial measure.

Page 1

“We and others believe that Prosperity is doing the right thing. Prosperity has been ranked as one of Forbes America’s Best Banks for 2026, and since the list’s inception in 2010, was ranked in the Top 10 for 14 consecutive years. Prosperity has also been recognized by Newsweek as one of “America’s Best Regional Banks” and was ranked 15th in S&P Global Market Intelligence’s “Top 50 US Public Bank Ranking” for 2025,” continued Zalman.

“In an effort to continue to enhance shareholder value, Prosperity Bancshares repurchased approximately 837,000 shares of its common stock at an average weighted price of $68.15 per share for a total of $57.1 million during the first quarter of 2026,” added Zalman.

“Texas and Oklahoma continue to benefit from strong economies and are home to 57 Fortune 500 headquartered companies. Texas also benefits from diversification in various industries, including energy (oil, gas, renewables), technology, manufacturing, trade/logistics (major ports

8-K

false000106885100010688512026-01-282026-01-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 28, 2026

PROSPERITY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Texas

001-35388

74-2331986

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

4295 San Felipe Houston, Texas 77027 (Address of principal executive offices including zip code) Registrant's telephone number, including area code: (281) 269-7199

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $1.00 per share

PB

New York Stock Exchange, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. On January 28, 2026, Prosperity Bancshares, Inc. publicly disseminated a press release announcing its financial results for the fourth quarter ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference. As provided in General Instruction B.2 to Form 8-K, the information furnished in Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits. (d)Exhibits. The following is furnished as an exhibit to this Current Report on Form 8-K:

Exhibit Number

Description of Exhibit

99.1

Press Release issued by Prosperity Bancshares, Inc. dated January 28, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PROSPERITY BANCSHARES, INC.

(Registrant)

Dated: January 28, 2026

By:

/s/ Charlotte M. Rasche

Charlotte M. Rasche

Executive Vice President and General Counsel