Prosperity Bancshares Inc.

Banks - Regional • Financial Services • Houston, TX, United States • PB (NYQ)

281 269 7199 Prosperity Bank Plaza, Houston, TX 77027, United States

Quarter: Q4 2025 Reported: October 1, 2025 Sentiment: Positive

Prosperity Bancshares, Inc. operates as bank holding company for the Prosperity Bank that provides financial products and services to businesses and consumers. It accepts various deposit products, such as demand, savings, money market, and time accounts; and certificates of deposit. The company also offers 1-4 family residential mortgage, commercial real estate and multifamily residential, commercial and industrial, agricultural, and non-real estate agricultural loans; construction, land development, and other land loans; consumer loans, including automobile, recreational vehicle, boat, home improvement, personal, and deposit account collateralized loans; term loans and lines of credit; and consumer durables and home equity loans, as well as loans for working capital, business expansion, and purchase of equipment and machinery. In addition, it provides digital banking, internet banking, mobile banking, trust and wealth management, retail brokerage, mortgage services, and treasury management, and debit and credit cards services. The company was incorporated in 1983 and is headquartered in Houston, Texas.

Analysis Summary

Prosperity Bancshares, Inc. (PB) disclosed a pivotal strategic move on October 1, 2025, by entering into a definitive merger agreement to acquire Southwest Bancshares, Inc., the holding company for Texas Partners Bank. This transaction is structured as an all-stock deal, where all outstanding stock and restricted stock awards of Southwest will be converted into an aggregate of 4,062,520 shares of Prosperity common stock, with cash in lieu of fractional shares. Additionally, Southwest stock options and warrants will be converted into cash payments. The acquisition is contingent upon customary closing conditions, including regulatory approvals and approval from Southwest's shareholders, with an anticipated closing in the first quarter of 2026.

This announcement highlights Prosperity's ongoing inorganic growth strategy, as it also references the previously disclosed and progressing acquisition of American Bank Holding Corporation, for which a registration statement was declared effective on September 30, 2025. The dual acquisition strategy suggests a strong focus on market consolidation and expansion within its operating regions. While this filing does not provide Q4 2025 financial performance metrics, the strategic intent is clear: to leverage acquisitions for increased scale, market share, and potential operational efficiencies. Management's commentary, implicitly through the announcement, signals confidence in the strategic benefits and future opportunities arising from these mergers.

Competitive positioning is expected to strengthen through expanded branch networks and customer bases from both Southwest and American. Market trends indicate a period of consolidation in the banking sector, which Prosperity appears to be actively participating in. Key risks associated with these transactions include the potential for integration difficulties, delays in realizing cost savings and synergies, failure to obtain necessary approvals, reputational impacts, and the dilutive effect of issuing new shares. The company explicitly outlines these forward-looking risks in its cautionary statements. No analyst Q&A highlights are available as this is a regulatory filing, not an earnings call transcript.

Key Highlights

• Prosperity Bancshares (PB) announced a definitive merger agreement to acquire Southwest Bancshares, Inc.
• Southwest shareholders will receive an aggregate of 4,062,520 shares of Prosperity common stock.
• The transaction is expected to close during the first quarter of 2026, subject to regulatory and shareholder approvals.
• This acquisition is part of Prosperity's broader growth strategy, alongside its ongoing acquisition of American Bank Holding Corporation.
• The merger aims to expand Prosperity's market footprint and enhance its competitive position.
• The company filed an investor presentation and press release detailing the proposed acquisition.

Financial Metrics

eps

YoY: N/A - Q4 2025 earnings not reported in this acquisition announcement.

revenue

N/A

YoY: N/A - Q4 2025 earnings not reported in this acquisition announcement.

guidance

net income

N/A

YoY: N/A - Q4 2025 earnings not reported in this acquisition announcement.

Stock Performance (90 Days)

Data through Jan 14, 2026

Positive Signals

• Strategic expansion through acquisition of Southwest Bancshares, Inc.
• Clear timeline for closing the acquisition (Q1 2026).
• Ongoing progress with a second acquisition (American Bank Holding Corporation), indicating robust M&A strategy.
• Anticipated synergies and benefits from the combined entities.
• Management's proactive approach to market consolidation and growth.

Risks & Concerns

— Risk that cost savings and synergies from the transactions may not be fully realized or may take longer than anticipated.
— Disruption to businesses as a result of the announcements and pendency of the transactions.
— Integration of Southwest's and/or American's businesses and operations may be materially delayed, more costly, or difficult than expected.
— Failure to obtain necessary shareholder or governmental approvals for the transactions.
— Dilution caused by the issuance of additional shares of Prosperity's common stock in the transactions.