PROSPERITY BANCSHARES, INC. REPORTS FIRST QUARTER 2026 EARNINGS

By PR Newswire | April 29, 2026, 6:30 AM
  • 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 /PRNewswire/ -- 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.

"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), healthcare and finance. Further, its business-friendly environment, no state income tax, population growth that support spending and workforce expansion and key role in trade and cross-border commerce position it well for 2026 and the future," stated Zalman.

"While Texas continues to outperform the Unites States on output growth, the labor market has cooled after years of expansion. The growth in 2026 is expected to be steady, although the state's size, diversity and policy advantages position it well for a rebound," concluded Zalman. 

Results of Operations for the Three Months Ended March 31, 2026

For the three months ended March 31, 2026, net income was $116.3 million(2) or  $1.16 per diluted common share compared with $130.2 million(3) or  $1.37 per diluted common share for the same period in 2025. On a linked quarter basis, net income was $116.3 million(2) or  $1.16 per diluted common share for the three months ended March 31, 2026, compared with $139.9 million(4) or $1.49 per diluted common share for the three months ended December 31, 2025. Net income and net income per diluted common share for the first quarter of 2026 were impacted by the Mergers and merger related expenses of $42.5 million. Excluding these charges, net income was $149.9(1) million and earnings per diluted common share was $1.50(1) for the three months ended March 31, 2026. Annualized returns on average assets, average common equity and average tangible common equity for the three months ended March 31, 2026 were 1.10%, 5.70% and 10.59%(1), respectively. Excluding merger related expenses, net of tax, annualized returns on average assets, average common equity and average tangible common equity for the three months ended March 31, 2026, were 1.42%(1), 7.35%(1) and 13.65%(1), respectively. Prosperity's efficiency ratio (excluding net gains and losses on the sale, write-down or write-up of assets and securities) was 59.16%(1) for the three months ended March 31, 2026, and excluding merger related expenses, the efficiency ratio was 47.58%(1).

Net interest income before provision for credit losses was $321.2 million for the three months ended March 31, 2026, compared with $265.4 million for the same period in 2025, an increase of $55.8 million or 21.0%. The net interest margin on a tax equivalent basis was 3.51% for the three months ended March 31, 2026, compared with 3.14% for the same period in 2025. Net interest income before provision for credit losses increased $46.2 million or 16.8% to $321.2 million for the three months ended March 31, 2026, compared with $275.0 million for the three months ended December 31, 2025. The net interest margin on a tax equivalent basis was 3.51% for the three months ended March 31, 2026, compared with 3.30% for the three months ended December 31, 2025. The change for both periods were primarily due to the repricing of assets and the impact of the Mergers.

Noninterest income was $46.5 million for the three months ended March 31, 2026, compared with $41.3 million for the same period in 2025, an increase of $5.2 million or 12.5%.  Noninterest income was $46.5 million for the three months ended March 31, 2026, compared with $42.8 million for the three months ended December 31, 2025, an increase of $3.7 million or 8.6%. The change for both periods was primarily due to the Mergers.

Noninterest expense was $217.3 million for the three months ended March 31, 2026, compared with $140.3 million for the same period in 2025, an increase of $77.0 million. Noninterest expense was $217.3 million for the three months ended March 31, 2026, compared with $138.7 million for the three months ended December 31, 2025, an increase of $78.6 million. The change for both periods was primarily due to an increase in merger related expenses of $42.5 million, an increase in salaries and benefits and an increase in additional expenses related to three months of American operations and two months of Southwest operations.

Balance Sheet Information

Prosperity had $43.619 billion in total assets at March 31, 2026, an increase of $4.855 billion or 12.5%, compared with $38.765 billion at March 31, 2025. Linked quarter total assets increased by $5.156 billion or 13.4% compared with $38.463 billion at December 31, 2025. Total assets increased primarily due to the Mergers.

Loans were $25.288 billion at March 31, 2026, an increase of $3.310 billion or 15.1% from $21.978 billion at March 31, 2025. Linked quarter loans increased $3.483 billion or 16.0% from $21.805 billion at December 31, 2025. Loans increased primarily due to the Mergers. Loans, excluding Warehouse Purchase Program loans, were $23.855 billion at March 31, 2026, compared with $20.920 billion at March 31, 2025, an increase of $2.935 billion or 14.0%, and compared with $20.501 billion at December 31, 2025, an increase of $3.354 billion or 16.4%.

Deposits were $32.633 billion at March 31, 2026, an increase of $4.606 billion or 16.4%, from $28.027 billion at March 31, 2025. Linked quarter deposits increased $4.150 billion or 14.6% from $28.482 billion at December 31, 2025. Deposits increased primarily due to the Mergers.

Asset Quality

Nonperforming assets totaled $122.1 million or 0.33% of quarterly average interest-earning assets at March 31, 2026, compared with  $81.4 million or 0.24% of quarterly average interest-earning assets at March 31, 2025 and $150.8 million or 0.46% of quarterly average interest-earning assets at December 31, 2025.

The allowance for credit losses on loans and off-balance sheet credit exposures was $421.5 million at March 31, 2026, compared with $386.7 million at March 31, 2025 and $371.4 million at December 31, 2025. There was no provision for credit losses for the three months ended March 31, 2026,  March 31, 2025 and December 31, 2025.

The allowance for credit losses on loans was $383.8 million or 1.52% of total loans at March 31, 2026, compared with $349.1 million or 1.59% of total loans at March 31, 2025 and $333.7 million or 1.53% of total loans at December 31, 2025. The allowance for credit losses on loans increased during the first quarter of 2026 due to the Mergers, of which $47.5 million was attributable to the American Merger and $43.9 million was attributable to the Southwest Merger. Excluding Warehouse Purchase Program loans, the allowance for credit losses on loans to total loans was 1.61%(1) at March 31, 2026, compared with 1.67%(1) at March 31, 2025 and 1.63%(1) at December 31, 2025.

Net charge-offs were $41.3 million for the three months ended March 31, 2026, compared with net charge-offs of $2.7 million for the three months ended March 31, 2025 and net charge-offs of $5.9 million for the three months ended December 31, 2025. Net charge-offs for the first quarter 2026 included a $33.8 million increase in net charge-offs for commercial and industrial loans. Net charge-offs for the first quarter of 2026 included $2.0 million related to resolved purchased credit deteriorated ("PCD") loans, which had specific reserves that were allocated to the charge-offs. Additionally, reserves on PCD loans increased by $49.0 million due to Day One accounting for PCD loans at the time of the Mergers. Further, $2.0 million of reserves on resolved PCD loans without any related charge-offs were released to the general reserve.

Dividend

Prosperity Bancshares declared a second quarter 2026 cash dividend of $0.60 per share to be paid on July 1, 2026, to all shareholders of record as of June 15, 2026.

Stock Repurchase Program

On January 26, 2026, Prosperity Bancshares announced a stock repurchase program under which up to 5%, or approximately 4.87 million shares, of its outstanding common stock may be acquired over a one-year period expiring on January 26, 2027, at the discretion of management. Under its 2026 stock repurchase program, 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 three months ended March 31, 2026.

Pending Acquisition of Stellar Bancorp, Inc.

On January 28, 2026, Prosperity Bancshares and Stellar Bancorp, Inc. ("Stellar") jointly announced the signing of an Agreement and Plan of Merger (the "Merger Agreement"), which provides that Stellar, the parent company of Stellar Bank ("Stellar Bank"), will merge with and into Prosperity Bancshares, and Stellar Bank will merge with and into Prosperity Bank. Stellar Bank operates 52 banking offices in greater Houston and Beaumont, Texas and surrounding areas.

Under the terms and subject to the conditions of the Merger Agreement, Prosperity Bancshares will issue 0.3803 shares of its common stock and $11.36 in cash for each outstanding share of Stellar common stock. Based on Prosperity Bancshares' closing price of $72.90 on January 27, 2026, the total consideration was valued at approximately $2.002 billion. Prosperity has received all necessary regulatory approvals for the acquisition of Stellar and Stellar Bank, and the transaction is expected to be completed on or about July 1, 2026, subject to approval by Stellar shareholders and the satisfaction or waiver of other customary closing conditions set for in the Merger Agreement.

Acquisition of Southwest Bancshares, Inc.

On February 1, 2026, Prosperity completed the acquisition of Southwest and its wholly owned subsidiary Texas Partners, headquartered in San Antonio, Texas. Texas Partners operated 11 banking offices in Central Texas including its main office in San Antonio, and banking offices in the San Antonio area, Austin and the Hill Country. 

Pursuant to the terms of the definitive agreement, Prosperity Bancshares issued 4,094,974 shares of its common stock for all outstanding shares of Southwest common stock in the first quarter of 2026. This resulted in goodwill of $134.1 million as of March 31, 2026, which does not include all the subsequent fair value adjustments that have not yet been finalized. Additionally, Prosperity recognized $33.8 million of core deposit intangibles as of March 31, 2026.

Acquisition of American Bank Holding Corporation

On January 1, 2026, Prosperity completed the acquisition of American and its wholly owned subsidiary American Bank, headquartered in Corpus Christi, Texas. American Bank operated 18 banking offices and two loan production offices in South and Central Texas including its main office in Corpus Christi, and banking offices in San Antonio, Austin, Victoria and the greater Corpus Christi area including Port Aransas and Rockport and a loan production office in Houston, Texas. 

Pursuant to the terms of the definitive agreement, Prosperity Bancshares issued 4,439,938 shares of its common stock for all outstanding shares of American common stock in the first quarter of 2026. This resulted in goodwill of $185.0 million as of March 31, 2026, which does not include all the subsequent fair value adjustments that have not yet been finalized. Additionally, Prosperity recognized $31.1 million of core deposit intangibles as of March 31, 2026. 

Conference Call

Prosperity's management team will host a conference call on Wednesday, April 29, 2026, at 11:30 a.m. Eastern Time (10:30 a.m. Central Time) to discuss Prosperity's first quarter 2026 earnings. Individuals and investment professionals may participate in the call by dialing 877-883-0383 for domestic participants, or 412-902-6506 for international participants. The participant elite entry number is 7638209.

Alternatively, individuals may listen to the live webcast of the presentation by visiting Prosperity's website at www.prosperitybankusa.com. The webcast may be accessed from Prosperity's Investor Relations page by selecting "Presentations, Webcasts & Calls" from the menu and following the instructions.

Non-GAAP Financial Measures

Prosperity's management uses certain non-GAAP financial measures to evaluate its performance. Specifically, for internal planning and forecasting purposes, Prosperity reviews each of diluted earnings per share, return on average assets, return on average common equity, and return on average tangible common equity, in each case excluding merger related expenses, net of tax, and FDIC special assessment, net of tax; return on average tangible common equity; tangible book value per share; the tangible equity to tangible assets ratio; allowance for credit losses to total loans excluding Warehouse Purchase Program loans; the efficiency ratio, excluding net gains and losses on the sale, write-down or write-up of assets; and the efficiency ratio, excluding net gains and losses on the sale, write-down or write-up of assets, merger related expenses, and FDIC special assessment. Prosperity believes these non-GAAP financial measures provide information useful to investors in understanding Prosperity's financial results and their presentation, together with the accompanying reconciliations, provide a more complete understanding of factors and trends affecting Prosperity's business and allow investors to view performance in a manner similar to management, the entire financial services sector, bank stock analysts and bank regulators. Further, Prosperity believes that these non-GAAP financial measures provide useful information by excluding certain items that may not be indicative of its core operating earnings and business outlook. These non-GAAP financial measures should not be considered a substitute for, nor of greater importance than, GAAP basis financial measures and results; Prosperity strongly encourages investors to review its consolidated financial statements in their entirety and not to rely on any single financial measure. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names. Please refer to the "Notes to Selected Financial Data" at the end of this Earnings Release for a reconciliation of these non-GAAP financial measures to the nearest respective GAAP financial measures.

Prosperity Bancshares, Inc. ®

As of March 31, 2026, Prosperity Bancshares, Inc.® is a $43.619 billion Houston, Texas based regional financial holding company providing personal banking services and investments to consumers and businesses throughout Texas and Oklahoma. Founded in 1983, Prosperity believes in a community banking philosophy, taking care of customers, businesses and communities in the areas it serves by providing financial solutions to simplify everyday financial needs. In addition to offering traditional deposit and loan products, Prosperity offers digital banking solutions, credit and debit cards, mortgage services, retail brokerage services, trust and wealth management, and treasury management.

Prosperity currently operates 312 full-service banking locations: 62 in the Houston area, including The Woodlands; 36 in the South Texas area including Corpus Christi and Victoria; 61 in the Dallas/Fort Worth area; 22 in the East Texas area; 28 in the Central Texas area including Austin and San Antonio; 45 in the West Texas area including Lubbock, Midland-Odessa, Abilene; Amarillo and Wichita Falls; 15 in the Bryan/College Station area, 6 in the Central Oklahoma area; 8 in the Tulsa, Oklahoma area; 18 in the Central, South Texas and San Antonio areas doing business as American Bank and 11 in the San Antonio area doing business as Texas Partners Bank.

PROSPERITY BANCSHARES, INC. (PRNewsfoto/Prosperity Bancshares, Inc.)

Cautionary Notes on Forward-Looking Statements

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This press release contains, and the remarks by Prosperity's management on the conference call may contain, statements regarding the proposed transaction between Prosperity Bancshares, Inc. ("Prosperity") and Stellar Bancorp, Inc. ("Stellar"); future financial and operating results; benefits and synergies of the proposed transaction; future opportunities for Prosperity; the issuance of common stock of Prosperity contemplated by the Agreement and Plan of Merger by and between Prosperity and Stellar (the "Merger Agreement"); the expected timing of the closing of the proposed transaction contemplated by the Merger Agreement; the ability of the parties to complete the proposed transaction considering the various closing conditions and any other statements about future expectations that constitute forward-looking statements within the meaning of the federal securities laws, including the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, oral or written forward-looking statements may also be included in other information released to the public. Such forward-looking statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as "aim," "anticipate," "believe," "estimate," "expect," "goal," "guidance," "intend," "is anticipated," "is expected," "is intended," "objective," "plan," "projected," "projection," "will affect," "will be," "will continue," "will decrease," "will grow," "will impact," "will increase," "will incur," "will reduce," "will remain," "will result," "would be," variations of such words or phrases (including where the word "could," "may," or "would" is used rather than the word "will" in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective. Forward-looking statements include all statements other than statements of historical fact, including forecasts or trends, and are based on current expectations, assumptions, estimates, and projections about Prosperity, Stellar and their respective subsidiaries or related to the proposed transaction between Prosperity and Stellar and are subject to significant risks and uncertainties that could cause actual results to differ materially from the results expressed in such statements.

These forward-looking statements may include information about Prosperity's and Stellar's possible or assumed future economic performance or future results of operations, including future revenues, income, expenses, provision for loan losses, provision for taxes, effective tax rate, earnings per share and cash flows and Prosperity's and Stellar's future capital expenditures and dividends, future financial condition and changes therein, including changes in Prosperity's and Stellar's loan portfolio and allowance for loan losses, future capital structure or changes therein, as well as the plans and objectives of management for Prosperity's and Stellar's future operations, future or proposed acquisitions, the future or expected effect of acquisitions on Prosperity's and Stellar's operations, results of operations, financial condition, and future economic performance, statements about the anticipated benefits of the proposed transaction, and statements about the assumptions underlying any such statement.

These forward-looking statements are not guarantees of future performance and are based on expectations and assumptions Prosperity currently believes to be valid. Because forward-looking statements relate to future results and occurrences, many of which are outside of the control of Prosperity and Stellar, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. These risks and uncertainties include, but are not limited to, whether Prosperity can: successfully identify acquisition targets and integrate the businesses of acquired companies and banks; continue to sustain its current internal growth rate or total growth rate; provide products and services that appeal to its customers; continue to have access to debt and equity capital markets; and achieve its sales objectives. Other risks include, but are not limited to: the possibility that credit quality could deteriorate; actions of competitors; changes in laws and regulations (including changes in governmental interpretations of regulations and changes in accounting standards); a deterioration or downgrade in the credit quality and credit agency ratings of the securities in Prosperity's securities portfolio; customer and consumer demand, including customer and consumer response to marketing; effectiveness of spending, investments or programs; fluctuations in the cost and availability of supply chain resources; economic conditions, including currency rate, interest rate and commodity price fluctuations; changes in trade policies by the United States or other countries, such as tariffs or retaliatory tariffs; and the effect, impact, potential duration or other implications of weather and climate-related events. Many possible events or factors could adversely affect the future financial results and performance of Prosperity, Stellar or the combined company and could cause those results or performance to differ materially from those expressed in or implied by the forward-looking statements. Such risks and uncertainties include, among others: (1) the risk that the cost savings and synergies from the proposed transaction may not be fully realized or may take longer than anticipated to be realized, (2) disruption to Prosperity's and Stellar's businesses as a result of the announcements and pendency of the proposed transaction, (3) the risk that the integration of Stellar's businesses and operations into Prosperity will be materially delayed or will be more costly or difficult than expected, or that Prosperity is otherwise unable to successfully integrate Stellar's business into its own, including as a result of unexpected factors or events, (4) the failure to obtain the necessary approval by the shareholders of Stellar, (5) reputational risk and the reaction of each company's customers, suppliers, employees or other business partners to the proposed transaction, (6) the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing the proposed transaction or the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (7) the dilution caused by the issuances of additional shares of Prosperity's common stock in the proposed transaction, (8) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (9) the outcome of any legal or regulatory proceedings that may be currently pending or later instituted against Prosperity before or after the proposed transaction, or against Stellar, (10) diversion of management's attention from ongoing business operations and (11) general competitive, economic, political and market conditions and other factors that may affect future results of Prosperity and Stellar. Prosperity and Stellar disclaim any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. These and various other risks, uncertainties, assumptions, and factors are discussed in the respective Annual Reports on Form 10-K for the year ended December 31, 2025, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, filed by Prosperity or Stellar and in other filings made by Prosperity and Stellar with the Securities and Exchange Commission (the "SEC") from time to time.

Additional Information about the Transaction and Where to Find It

In connection with the proposed transaction, Prosperity has filed with the SEC a registration statement (the "Registration Statement") on Form S-4 (File No. 333-294882) to register the shares of Prosperity common stock to be issued to the shareholders of Stellar in connection with the proposed transaction. The Registration Statement includes a prospectus of Prosperity and a proxy statement of Stellar (the "proxy statement/prospectus"), which has been sent to the shareholders of Stellar in connection with the proposed transaction. The Registration Statement was declared effective on April 21, 2026, at which time Prosperity filed a final prospectus and Stellar filed a definitive proxy statement. The mailing of the proxy statement/prospectus to Stellar shareholders commenced on April 23, 2026. This communication is not a substitute for the Registration Statement, the proxy statement/prospectus or any other document that may be filed by Prosperity or Stellar with the SEC.  INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY/STATEMENT PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.  Investors and security holders may obtain the Registration Statement and the proxy statement/prospectus and other documents that are filed with the SEC by Prosperity or Stellar, as applicable, free of charge from the SEC's website at https://www.sec.gov or through the investor relations section of Prosperity's website at https://www.prosperitybankusa.com/investor-relations/ or Stellar's website at https://ir.stellar.bank.

Participants in the Solicitation

Prosperity, Stellar and certain of their directors and executive officers and other employees may be deemed to be participants in the solicitation of proxies from Stellar's shareholders in connection with the proposed transaction. Information about the directors and executive officers of Prosperity and their ownership of Prosperity common stock is contained in the definitive proxy statement for Prosperity's 2026 annual meeting of shareholders (the "Prosperity Annual Meeting Proxy Statement"), which was filed with the SEC on March 16, 2026, including under the headings "Item 1. Election of Directors," "Corporate Governance," "Executive Compensation and Other Matters," "Item 3. Advisory Vote on Executive Compensation," and "Beneficial Ownership of Common Stock by Management of the Company and Principal Shareholders." Information about the directors and executive officers of Stellar and their ownership of Stellar common stock is contained in Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2025 of Stellar (the "Stellar 10-K/A"), which was filed with the SEC on April 17, 2026.  Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the shareholders of Stellar in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, is included in the proxy statement/prospectus relating to the proposed transaction filed with the SEC.  To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information printed in the Prosperity Annual Meeting Proxy Statement or the Stellar 10-K/A, such information has been or will be reflected on Statements of Change in Ownership on Forms 3 and 4 filed with the SEC, as applicable.  Free copies of the proxy statement/prospectus relating to the proposed transaction and free copies of the other SEC filings to which reference is made in this paragraph may be obtained from the SEC's website at https://www.sec.gov or through the investor relations section of Prosperity's website at https://www.prosperitybankusa.com/investor-relations/ or Stellar's website at https://ir.stellar.bank.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, invitation, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law.





(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.

(2)

Includes purchase accounting adjustments of $4.8 million, net of tax, primarily comprised of loan discount accretion of $3.7 million and merger related provision for credit losses of $42.5 million for the three months ended March 31, 2026.

(3)

Includes purchase accounting adjustments of $3.2 million, net of tax, primarily comprised of loan discount accretion of $3.3 million for the three months ended March 31, 2025.

(4)

Includes purchase accounting adjustments of $2.7 million, net of tax, primarily comprised of loan discount accretion of $3.1 million for the three months ended December 31, 2025.

 

 

Prosperity Bancshares, Inc.®

Financial Highlights (Unaudited)

(In thousands)

 







Mar 31, 2026





Dec 31, 2025





Sep 30, 2025





Jun 30, 2025





Mar 31, 2025



Balance Sheet Data (at period end)































Loans held for sale



$

21,925





$

14,155





$

11,297





$

6,004





$

9,764



Loans held for investment





23,832,909







20,486,415







20,738,294







20,903,944







20,909,913



Loans held for investment - Warehouse Purchase

Program





1,433,152







1,304,798







1,278,178







1,287,440







1,057,893



Total loans





25,287,986







21,805,368







22,027,769







22,197,388







21,977,570



































Investment securities(A)





11,951,591







10,613,425







10,232,462







10,608,104







10,792,731



Federal funds sold





209







217







210







197







221



Allowance for credit losses on loans





(383,840)







(333,742)







(339,626)







(346,084)







(349,101)



Cash and due from banks





1,547,967







1,747,511







1,766,115







1,304,993







1,694,637



Goodwill





3,822,283







3,503,127







3,503,127







3,503,127







3,503,127



Core deposit intangibles, net





111,243







51,605







55,194







58,796







62,406



Other real estate owned





13,257







13,296







13,750







7,874







8,012



Fixed assets, net





429,775







383,449







378,776







374,602







373,273



Other assets





838,712







679,169







692,692







708,355







701,799



Total assets



$

43,619,183





$

38,463,425





$

38,330,469





$

38,417,352





$

38,764,675



































Noninterest-bearing deposits



$

10,580,920





$

9,467,911





$

9,522,028





$

9,426,657





$

9,675,915



Interest-bearing deposits





22,051,836







19,014,573







18,260,066







18,046,754







18,350,884



Total deposits





32,632,756







28,482,484







27,782,094







27,473,411







28,026,799



Other borrowings





2,200,000







1,950,000







2,400,000







2,900,000







2,700,000



Securities sold under repurchase agreements





176,099







201,216







185,797







183,572







216,086



Subordinated notes and junior subordinated debentures





76,186



























Allowance for credit losses on off-balance sheet credit

exposures





37,646







37,646







37,646







37,646







37,646



Other liabilities





288,645







175,939







259,994







222,987







267,083



Total liabilities





35,411,332







30,847,285







30,665,531







30,817,616







31,247,614



Shareholders' equity(B)





8,207,851







7,616,140







7,664,938







7,599,736







7,517,061



Total liabilities and equity



$

43,619,183





$

38,463,425





$

38,330,469





$

38,417,352





$

38,764,675







(A)

Includes $44, ($375), ($1,987), ($1,657) and ($1,374) in unrealized gain (losses) on available for sale securities for the quarterly periods ended March 31, 2026, December 31, 2025, September 30, 2025, June 30, 2025, and March 31, 2025, respectively.

(B)

Includes $35, ($296), ($1,570), ($1,309) and ($1,085) in after-tax unrealized gain (losses) on available for sale securities for the quarterly periods ended March 31, 2026, December 31, 2025, September 30, 2025, June 30, 2025, and March 31, 2025, respectively.

 

Prosperity Bancshares, Inc.®

Financial Highlights (Unaudited)

(In thousands)





Three Months Ended









Mar 31,

2026





Dec 31,

2025





Sep 30,

2025





Jun 30,

2025





Mar 31,

2025





Income Statement Data

































Interest income:

































Loans



$

361,756





$

321,516





$

329,445





$

325,490





$

319,023





Securities(C)





70,531







56,767







58,207







57,836







57,886





Federal funds sold and other earning assets





9,488







8,364







10,455







9,438







15,896





Total interest income





441,775







386,647







398,107







392,764







392,805







































Interest expense:

































Deposits





104,237







94,625







95,965







93,790







95,597





Other borrowings





14,783







16,028







27,613







30,101







30,492





Securities sold under repurchase agreements





902







1,041







1,094







1,151







1,334





Subordinated notes and junior subordinated

debentures





703





























Total interest expense





120,625







111,694







124,672







125,042







127,423





Net interest income





321,150







274,953







273,435







267,722







265,382





Provision for credit losses

































Net interest income after provision for credit losses





321,150







274,953







273,435







267,722







265,382







































Noninterest income:

































Nonsufficient funds (NSF) fees





10,867







9,715







9,805







8,885







9,147





Credit card, debit card and ATM card income





9,483







9,462







9,446







9,761







8,739





Service charges on deposit accounts





8,680







7,618







7,317







7,645







7,408





Trust income





4,922







3,662







3,526







3,859







3,601





Mortgage income





1,280







954







931







965







1,009





Brokerage income





1,568







1,570







1,328







1,225







1,262





Bank owned life insurance income





2,598







2,117







2,111







1,985







2,115





Net gain (loss) on sale or write-down of assets





318







35







3







1,414







(235)





Other noninterest income





6,758







7,647







6,771







7,243







8,255





Total noninterest income





46,474







42,780







41,238







42,982







41,301







































Noninterest expense:

































Salaries and benefits





109,211







88,384







87,949







87,296







89,476





Net occupancy and equipment





10,654







9,379







9,395







9,168







9,146





Credit and debit card, data processing and software

amortization





18,114







12,621







12,515







12,056







11,422





Regulatory assessments and FDIC insurance





6,041







1,600







5,198







5,508







5,789





Core deposit intangibles amortization





5,259







3,588







3,602







3,610







3,641





Depreciation





5,548







5,155







4,966







4,779







4,774





Communications





3,834







3,528







3,480







3,507







3,473





Other real estate expense





341







219







314







204







140





Net (gain) loss on sale or write-down of other real

estate





(41)







109







(81)







(222)







(30)





Merger related expenses





42,516







268







62

















Other noninterest expense





15,810







13,861







11,235







12,659







12,470





Total noninterest expense





217,287







138,712







138,635







138,565







140,301





Income before income taxes





150,337







179,021







176,038







172,139







166,382





Provision for income taxes





34,070







39,114







38,482







36,984







36,157





Net income available to common shareholders



$

116,267





$

139,907





$

137,556





$

135,155





$

130,225









(C) 

Interest income on securities was reduced by net premium amortization of $3,829, $4,668, $2,877, $4,926, and $5,027 for the three months ended March 31, 2026, December 31, 2025, September 30, 2025, June 30, 2025, and March 31, 2025, respectively.

 

Prosperity Bancshares, Inc. ®

Financial Highlights (Unaudited)

(Dollars and share amounts in thousands, except per share data and market prices)

 





Three Months Ended







Mar 31,

2026





Dec 31,

2025





Sep 30,

2025





Jun 30,

2025





Mar 31,

2025



































Profitability































Net income (D) (E)



$

116,267





$

139,907





$

137,556





$

135,155





$

130,225



































Basic earnings per share



$

1.16





$

1.49





$

1.45





$

1.42





$

1.37



Diluted earnings per share



$

1.16





$

1.49





$

1.45





$

1.42





$

1.37



































Return on average assets (F) (J)





1.10

%





1.49

%





1.44

%





1.41

%





1.34

%

Return on average common equity (F) (J)





5.70

%





7.30

%





7.18

%





7.13

%





6.94

%

Return on average tangible common equity (F) (G) (J)





10.59

%





13.61

%





13.43

%





13.44

%





13.23

%

Tax equivalent net interest margin (D) (E) (H)





3.51

%





3.30

%





3.24

%





3.18

%





3.14

%

Efficiency ratio (G) (I) (K)





59.16

%





43.66

%





44.06

%





44.80

%





45.71

%

































Liquidity and Capital Ratios































Equity to assets





18.82

%





19.80

%





20.00

%





19.78

%





19.39

%

Common equity tier 1 capital





15.44

%





17.55

%





17.53

%





17.10

%





16.92

%

Tier 1 risk-based capital





15.44

%





17.55

%





17.53

%





17.10

%





16.92

%

Total risk-based capital





16.69

%





18.80

%





18.78

%





18.35

%





18.17

%

Tier 1 leverage capital





11.22

%





11.93

%





11.90

%





11.62

%





11.20

%

Period end tangible equity to period end tangible assets

(G)





10.77

%





11.63

%





11.81

%





11.58

%





11.23

%

































Other Data































Weighted-average shares used in computing earnings

per common share































Basic





99,825







94,044







95,093







95,277







95,266



Diluted





99,825







94,044







95,093







95,277







95,266



Period end shares outstanding





100,835







93,058







94,993







95,277







95,258



Cash dividends paid per common share



$

0.60





$

0.60





$

0.58





$

0.58





$

0.58



Book value per common share



$

81.40





$

81.84





$

80.69





$

79.76





$

78.91



Tangible book value per common share (G)



$

42.39





$

43.64





$

43.23





$

42.38





$

41.48



































Common Stock Market Price































High



$

77.20





$

73.90





$

75.44





$

74.56





$

82.75



Low



$

63.20





$

61.07





$

64.27





$

61.57





$

68.96



Period end closing price



$

67.18





$

69.11





$

66.35





$

70.24





$

71.37



Employees – FTE (excluding overtime)





4,429







3,941







3,937







3,921







3,898



Number of banking centers





312







283







283







283







284







(D)

Includes purchase accounting adjustments for the periods presented as follows:







Three Months Ended



Mar 31,

2026



Dec 31,

2025



Sep 30,

2025



Jun 30,

2025



Mar 31,

2025

Loan discount accretion



















Purchased seasoned loans ("PS loans")

$2,562



$2,926



$2,242



$2,486



$2,615

PCD

$1,186



$205



$613



$638



$677

Securities net accretion

$1,573



$342



$1,475



$409



$705

Time deposits amortization

$(699)



$(1)



$(1)



$(2)



$(9)





(E)

Using effective tax rate of 22.7%, 21.8%, 21.9%, 21.5% and 21.7% for the three months ended March 31, 2026, December 31, 2025, September 30, 2025, June 30, 2025 and March 31, 2025, respectively.

(F)

Interim periods annualized.

(G)

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.

(H)

Net interest margin for all periods presented is based on average balances on an actual 365-day basis.

(I)

Calculated by dividing total noninterest expense, excluding credit loss provisions, by net interest income plus noninterest income, excluding net gains and losses on the sale, write-down or write-up of assets and securities. Additionally, taxes are not part of this calculation.

(J)

For calculations of the annualized returns on average assets, average common equity and average tangible common equity excluding merger related expenses, net of tax, and FDIC special assessment, net of tax, 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.

(K)

For calculations of the efficiency ratio excluding merger related expenses and FDIC special assessment refer to the "Notes to Selected Financial Data" at the end of this Earnings Release for a reconciliation of these non-GAAP financial measures to the nearest respective GAAP financial measures.

 

Prosperity Bancshares, Inc.®

Financial Highlights (Unaudited)

(Dollars in thousands)

 

YIELD ANALYSIS



Three Months Ended









Mar 31, 2026



Dec 31, 2025





Mar 31, 2025









Average

Balance





Interest

Earned/

Interest

Paid





Average

Yield/

Rate

(L)

Average

Balance





Interest

Earned/

Interest

Paid





Average

Yield/

Rate



(L)

Average

Balance





Interest

Earned/

Interest

Paid





Average

Yield/

Rate



(L)

Interest-earning assets:























































Loans held for sale



$

15,800





$

238





6.11 %



$

11,077





$

175





6.27 %





$

7,570





$

127





6.80 %





Loans held for investment





23,469,020







344,596





5.95 %





20,603,235







302,679





5.83 %







20,959,226







305,068





5.90 %





Loans held for investment -

Warehouse Purchase Program





1,207,793







16,922





5.68 %





1,258,036







18,662





5.89 %







876,086







13,828





6.40 %





Total loans





24,692,613







361,756





5.94 %





21,872,348







321,516





5.83 %







21,842,882







319,023





5.92 %





Investment securities





11,469,762







70,531





2.49 %

(M)



10,378,696







56,767





2.17 %



(M)



11,017,400







57,886





2.13 %



(M)

Federal funds sold and other

earning assets





1,026,015







9,488





3.75 %





830,926







8,364





3.99 %







1,443,220







15,896





4.47 %





Total interest-earning assets





37,188,390







441,775





4.82 %





33,081,970







386,647





4.64 %







34,303,502







392,805





4.64 %





Allowance for credit losses on

loans





(330,133)

















(337,892)



















(350,715)

















Noninterest-earning assets





5,361,351

















4,921,850



















5,004,291

















Total assets



$

42,219,608















$

37,665,928

















$

38,957,078









































































Interest-bearing liabilities:























































Interest-bearing demand deposits



$

6,266,423





$

13,993





0.91 %



$

4,812,342





$

9,088





0.75 %





$

5,224,796





$

9,019





0.70 %





Savings and money market

deposits





10,583,184







50,719





1.94 %





9,054,281







44,771





1.96 %







9,007,286







45,645





2.06 %





Certificates and other time

deposits





4,830,369







39,525





3.32 %





4,519,742







40,766





3.58 %







4,426,521







40,933





3.75 %





Other borrowings





1,620,556







14,783





3.70 %





1,595,652







16,028





3.99 %







2,776,667







30,492





4.45 %





Securities sold under repurchase

agreements





177,719







902





2.06 %





185,289







1,041





2.23 %







217,945







1,334





2.48 %





Subordinated notes and junior

subordinated debentures





63,673







703





4.48 %







































Total interest-bearing liabilities





23,541,924







120,625





2.08 %

(N)



20,167,306







111,694





2.20 %



(N)



21,653,215







127,423





2.39 %



(N)

























































Noninterest-bearing liabilities:























































Noninterest-bearing demand

deposits





10,260,022

















9,543,581



















9,504,540

















Allowance for credit losses on off-

balance sheet credit exposures





38,070

















37,646



















37,646

















Other liabilities





218,810

















248,593



















255,876

















Total liabilities





34,058,826

















29,997,126



















31,451,277

















Shareholders' equity





8,160,782

















7,668,802



















7,505,801

















Total liabilities and shareholders' equity



$

42,219,608















$

37,665,928

















$

38,957,078









































































Net interest income and margin









$

321,150





3.50 %









$

274,953





3.30 %











$

265,382





3.14 %





Non-GAAP to GAAP

reconciliation:























































Tax equivalent adjustment











575

















514



















587











Net interest income and margin

     (tax equivalent basis)









$

321,725





3.51 %









$

275,467





3.30 %











$

265,969





3.14 %









(L)

Annualized and based on an actual 365-day basis.

(M)

Yield on securities was impacted by net premium amortization of $3,829, $4,668, and $5,027 for the three months ended March 31, 2026, December 31, 2025, and March 31, 2025, respectively.

(N)

Total cost of funds, including noninterest bearing deposits, was 1.45%, 1.49% and 1.66% for the three months ended March 31, 2026, December 31, 2025, and March 31, 2025, respectively.

 

Prosperity Bancshares, Inc.®

Financial Highlights (Unaudited)

(Dollars in thousands)



Three Months Ended





Mar 31, 2026





Dec 31, 2025





Sep 30, 2025





Jun 30, 2025





Mar 31, 2025



YIELD TREND (O)



























































Interest-Earning Assets:





























Loans held for sale



6.11

%





6.27

%





6.64

%





6.79

%





6.80

%

Loans held for investment



5.95

%





5.83

%





5.90

%





5.88

%





5.90

%

Loans held for investment - Warehouse Purchase

Program



5.68

%





5.89

%





6.31

%





6.34

%





6.40

%

Total loans



5.94

%





5.83

%





5.92

%





5.91

%





5.92

%

Investment securities (P)



2.49

%





2.17

%





2.19

%





2.13

%





2.13

%

Federal funds sold and other earning assets



3.75

%





3.99

%





4.44

%





4.50

%





4.47

%

Total interest-earning assets



4.82

%





4.64

%





4.71

%





4.66

%





4.64

%































Interest-Bearing Liabilities:





























Interest-bearing demand deposits



0.91

%





0.75

%





0.76

%





0.74

%





0.70

%

Savings and money market deposits



1.94

%





1.96

%





2.07

%





2.05

%





2.06

%

Certificates and other time deposits



3.32

%





3.58

%





3.60

%





3.59

%





3.75

%

Other borrowings



3.70

%





3.99

%





4.42

%





4.44

%





4.45

%

Securities sold under repurchase agreements



2.06

%





2.23

%





2.32

%





2.37

%





2.48

%

Subordinated notes and junior subordinated

debentures



4.48

%

























Total interest-bearing liabilities



2.08

%





2.20

%





2.39

%





2.38

%





2.39

%































Net Interest Margin



3.50

%





3.30

%





3.23

%





3.18

%





3.14

%

Net Interest Margin (tax equivalent)



3.51

%





3.30

%





3.24

%





3.18

%





3.14

%





(O)

Annualized and based on average balances on an actual 365-day basis.

(P)

Yield on securities was impacted by net premium amortization of $3,829, $4,668, $2,877, $4,926 and $5,027 for the three months ended March 31, 2026, December 31, 2025, September 30, 2025, June 30, 2025, and March 31, 2025, respectively.

 

Prosperity Bancshares, Inc.®

Financial Highlights (Unaudited)

(Dollars in thousands)





Three Months Ended







Mar 31, 2026





Dec 31, 2025





Sep 30, 2025





Jun 30, 2025





Mar 31, 2025



Balance Sheet Averages































Loans held for sale



$

15,800





$

11,077





$

8,371





$

9,813





$

7,570



Loans held for investment





23,469,020







20,603,235







20,851,896







20,907,400







20,959,226



Loans held for investment - Warehouse Purchase

Program





1,207,793







1,258,036







1,217,579







1,179,307







876,086



Total loans





24,692,613







21,872,348







22,077,846







22,096,520







21,842,882



































Investment securities





11,469,762







10,378,696







10,530,807







10,867,856







11,017,400



Federal funds sold and other earning assets





1,026,015







830,926







934,318







841,933







1,443,220



Total interest-earning assets





37,188,390







33,081,970







33,542,971







33,806,309







34,303,502



Allowance for credit losses on loans





(330,133)







(337,892)







(343,872)







(348,310)







(350,715)



Cash and due from banks





391,668







311,541







291,809







294,379







326,066



Goodwill





3,718,640







3,503,127







3,503,127







3,503,127







3,503,128



Core deposit intangibles, net





50,089







53,553







56,956







60,739







64,293



Other real estate





14,690







14,004







11,533







8,749







7,105



Fixed assets, net





423,530







380,254







377,680







374,486







374,448



Other assets





762,734







659,371







689,659







691,735







729,251



Total assets



$

42,219,608





$

37,665,928





$

38,129,863





$

38,391,214





$

38,957,078



































Noninterest-bearing deposits



$

10,260,022





$

9,543,581





$

9,451,153





$

9,508,845





$

9,504,540



Interest-bearing demand deposits





6,266,423







4,812,342







4,656,452







4,807,864







5,224,796



Savings and money market deposits





10,583,184







9,054,281







8,977,585







8,944,897







9,007,286



Certificates and other time deposits





4,830,369







4,519,742







4,422,996







4,366,510







4,426,521



Total deposits





31,939,998







27,929,946







27,508,186







27,628,116







28,163,143



Other borrowings





1,620,556







1,595,652







2,480,435







2,717,583







2,776,667



Securities sold under repurchase agreements





177,719







185,289







187,462







194,577







217,945



Subordinated notes and junior subordinated

debentures





63,673



























Allowance for credit losses on off-balance sheet

credit exposures





38,070







37,646







37,646







37,646







37,646



Other liabilities





218,810







248,593







258,156







227,002







255,876



Shareholders' equity





8,160,782







7,668,802







7,657,978







7,586,290







7,505,801



Total liabilities and equity



$

42,219,608





$

37,665,928





$

38,129,863





$

38,391,214





$

38,957,078



 

Prosperity Bancshares, Inc.®

Financial Highlights (Unaudited)

(Dollars in thousands)





Mar 31, 2026





Dec 31, 2025





Sep 30, 2025





Jun 30, 2025





Mar 31, 2025



Period End Balances







































































































Loan Portfolio



















































Commercial and industrial



$

2,759,190





10.9

%



$

1,864,337





8.6

%



$

1,879,282





8.5

%



$

1,897,117





8.6

%



$

1,915,124





8.7

%

Warehouse purchase

program





1,433,152





5.7

%





1,304,798





6.0

%





1,278,178





5.8

%





1,287,440





5.8

%





1,057,893





4.8

%

Construction, land

development and other

land loans





3,253,389





12.9

%





2,741,455





12.6

%





2,865,279





13.0

%





2,873,238





12.9

%





2,845,082





13.0

%

1-4 family residential





7,876,021





31.1

%





7,430,929





34.1

%





7,461,900





33.9

%





7,530,816





33.9

%





7,576,350





34.5

%

Home equity





846,739





3.3

%





843,708





3.8

%





848,740





3.9

%





869,370





3.9

%





896,529





4.1

%

Commercial real estate

(includes multi-family

residential)





7,126,212





28.2

%





5,776,397





26.5

%





5,796,937





26.3

%





5,827,645





26.3

%





5,783,410





26.3

%

Agriculture (includes

farmland)





1,064,540





4.2

%





1,027,904





4.7

%





1,019,589





4.6

%





1,029,250





4.6

%





1,013,960





4.6

%

Consumer and other





406,680





1.6

%





376,241





1.7

%





366,027





1.7

%





368,747





1.7

%





378,821





1.7

%

Energy





522,063





2.1

%





439,599





2.0

%





511,837





2.3

%





513,765





2.3

%





510,401





2.3

%

Total loans



$

25,287,986









$

21,805,368









$

22,027,769









$

22,197,388









$

21,977,570



























































Deposit Types



















































Noninterest-bearing DDA



$

10,580,920





32.4

%



$

9,467,911





33.2

%



$

9,522,028





34.3

%



$

9,426,657





34.3

%



$

9,675,915





34.5

%

Interest-bearing DDA





6,345,797





19.5

%





5,365,795





18.8

%





4,766,146





17.2

%





4,708,251





17.1

%





4,931,769





17.6

%

Money market





8,163,557





25.0

%





6,538,213





23.0

%





6,402,591





23.0

%





6,302,770





23.0

%





6,339,509





22.6

%

Savings





2,743,732





8.4

%





2,592,873





9.1

%





2,616,196





9.4

%





2,667,859





9.7

%





2,703,736





9.7

%

Certificates and other time deposits





4,798,750





14.7

%





4,517,692





15.9

%





4,475,133





16.1

%





4,367,874





15.9

%





4,375,870





15.6

%

Total deposits



$

32,632,756









$

28,482,484









$

27,782,094









$

27,473,411









$

28,026,799



























































Loan to Deposit Ratio





77.5

%









76.6

%









79.3

%









80.8

%









78.4

%





 

 

Prosperity Bancshares, Inc.®

Financial Highlights (Unaudited)

(Dollars in thousands)

Construction Loans





Mar 31, 2026





Dec 31, 2025





Sep 30, 2025





Jun 30, 2025





Mar 31, 2025























































Single family residential construction



$

690,393





21.2

%



$

613,288





22.4

%



$

665,194





23.2

%



$

696,569





24.2

%



$

727,417





25.6

%

Land development





407,811





12.5

%





252,650





9.2

%





248,616





8.7

%





227,254





7.9

%





225,784





7.9

%

Raw land





276,693





8.5

%





220,169





8.0

%





230,021





8.0

%





248,380





8.7

%





261,918





9.2

%

Residential lots





249,071





7.7

%





199,709





7.3

%





203,396





7.1

%





217,835





7.6

%





219,115





7.7

%

Commercial lots





61,691





1.9

%





59,683





2.2

%





59,853





2.1

%





55,176





1.9

%





56,343





2.0

%

Commercial construction and other





1,567,640





48.2

%





1,396,850





50.9

%





1,459,255





50.9

%





1,428,985





49.7

%





1,355,587





47.6

%

Net unaccreted premium (discount)





90











(894)











(1,056)











(961)











(1,082)







Total construction loans



$

3,253,389









$

2,741,455









$

2,865,279









$

2,873,238









$

2,845,082







 

 Non-Owner Occupied Commercial Real Estate Loans by Metropolitan Statistical Area (MSA) as of March 31, 2026





Houston





Dallas





Austin





OK City





Tulsa





Other (Q)





Total





Collateral Type











































Shopping center/retail

$

237,105





$

218,672





$

60,763





$

16,078





$

10,018





$

364,143





$

906,779





Commercial and industrial

buildings



213,914







104,905







31,958







32,429







11,380







301,121







695,707





Office buildings



149,264







292,193







77,325







42,683







4,364







114,900







680,729





Medical buildings



112,178







23,961







25,942







42,033







25,393







74,690







304,197





Apartment buildings



144,493







83,548







101,393







9,566







12,568







224,751







576,319





Hotel



119,709







117,533







36,689







12,740













252,738







539,409





Other



192,874







70,247







153,285







4,638







6,663







433,289







860,996





Total

$

1,169,537





$

911,059





$

487,355





$

160,167





$

70,386





$

1,765,632





$

4,564,136



(R)

 

 Acquired Loans 





PS Loans





PCD Loans





Total Acquired Loans





Balance at

Acquisition

Date





Balance at

Dec 31,

2025





Balance at

Mar 31,

2026





Balance at

Acquisition

Date





Balance at

Dec 31,

2025





Balance at

Mar 31,

2026





Balance at

Acquisition

Date





Balance at

Dec 31,

2025





Balance at

Mar 31,

2026



Loan marks:





















































Acquired banks (S)

$

388,625





$

17,479





$

15,064





$

332,400





$

5,267





$

5,053





$

721,025





$

22,746





$

20,117



American Bank (T)



15,473













15,902







1,923













1,297







17,396













17,199



Texas Partners Bank (U)



38,467













37,626







2,422













2,090







40,889













39,716



Total



442,565







17,479







68,592







336,745







5,267





$

8,440







779,310







22,746







77,032

























































Acquired portfolio loan balances:





















































Acquired banks (S)



14,323,981







1,498,731







1,331,556







1,376,673







300,010







293,365







15,700,654



 (V)



1,798,741







1,624,921



American Bank (T)



1,810,982













1,684,101







93,300













89,055







1,904,282













1,773,156



Texas Partners Bank (U)



1,864,565













1,769,908







76,199













70,248







1,940,764













1,840,156



Total



17,999,528







1,498,731







4,785,565







1,546,172







300,010







452,668







19,545,700







1,798,741







5,238,233

























































Acquired portfolio loan

balances less loan marks

$

17,556,963





$

1,481,252





$

4,716,973





$

1,209,427





$

294,743





$

444,228





$

18,766,390





$

1,775,995





$

5,161,201







(Q)

Includes other MSA and non-MSA regions.

(R)

Represents a portion of total commercial real estate loans of $7.126 billion as of March 31, 2026.

(S)

Includes Bank Arlington, American State Bank, Community National Bank, First Federal Bank Texas, Coppermark Bank, First Victoria National Bank, The F&M Bank & Trust Company, Tradition Bank, LegacyTexas Bank, FirstCapital Bank and Lone Star Bank.

(T)

The American Merger was completed on January 1, 2026. The American Merger resulted in the addition of $1.904 billion in loans with related purchase accounting adjustments of $17.4 million at acquisition date.

(U)

The Southwest Merger was completed on February 1, 2026. The Southwest Merger resulted in the addition of $1.941 billion in loans with related purchase accounting adjustments of $40.9 million at acquisition date.

(V)

Actual principal balances acquired.

 

Prosperity Bancshares, Inc.®

Financial Highlights (Unaudited)

(Dollars in thousands)



Three Months Ended





Mar 31,

2026





Dec 31,

2025





Sep 30,

2025





Jun 30,

2025





Mar 31,

2025



Asset Quality





























Nonaccrual loans

$

106,473





$

137,217





$

105,529





$

102,031





$

73,287



Accruing loans 90 or more days past due



2,241







317







268







576







91



Total nonperforming loans



108,714







137,534







105,797







102,607







73,378



Repossessed assets



136







12







16







6







29



Other real estate



13,257







13,296







13,750







7,874







8,012



Total nonperforming assets

$

122,107





$

150,842





$

119,563





$

110,487





$

81,419

































Nonperforming assets:





























Commercial and industrial (includes energy)

$

17,495





$

57,237





$

27,880





$

27,680





$

8,966



Construction, land development and other land loans



2,054







2,183







583







1,859







1,952



1-4 family residential (includes home equity)



63,168







60,296







57,241







50,501







42,481



Commercial real estate (includes multi-family residential)



17,880







9,215







11,471







12,865







12,257



Agriculture (includes farmland)



16,259







16,713







17,080







17,547







15,725



Consumer and other



5,251







5,198







5,308







35







38



Total

$

122,107





$

150,842





$

119,563





$

110,487





$

81,419



Number of loans/properties



484







449







424







392







363



Allowance for credit losses on loans

$

383,840





$

333,742





$

339,626





$

346,084





$

349,101

































Net charge-offs (recoveries):





























Commercial and industrial (includes energy)

$

39,225





$

5,388





$

3,341





$

1,044





$

330



Construction, land development and other land loans









(154)







34







(3)







(156)



1-4 family residential (includes home equity)



862







175







853







342







1,051



Commercial real estate (includes multi-family residential)



(121)







(665)







1,015







55







178



Agriculture (includes farmland)



52







(5)







(40)







(14)









Consumer and other



1,291







1,145







1,255







1,593







1,301



Total

$

41,309





$

5,884





$

6,458





$

3,017





$

2,704

































Asset Quality Ratios





























Nonperforming assets to average interest-earning assets



0.33

%





0.46

%





0.36

%





0.33

%





0.24

%

Nonperforming assets to loans and other real estate



0.48

%





0.69

%





0.54

%





0.50

%





0.37

%

Net charge-offs to average loans (annualized)



0.67

%





0.11

%





0.12

%





0.05

%





0.05

%

Allowance for credit losses on loans to total loans



1.52

%





1.53

%





1.54

%





1.56

%





1.59

%

Allowance for credit losses on loans to total loans, excluding Warehouse Purchase Program loans (G)



1.61

%





1.63

%





1.64

%





1.66

%





1.67

%

Prosperity Bancshares, Inc.®

Notes to Selected Financial Data (Unaudited)

(Dollars and share amounts in thousands, except per share data)

NOTES TO SELECTED FINANCIAL DATA

Prosperity's management uses certain non-GAAP (generally accepted accounting principles) financial measures to evaluate its performance. Specifically, for internal planning and forecasting purposes, Prosperity reviews each of diluted earnings per share, return on average assets, return on average common equity, and return on average tangible common equity, in each case excluding merger related expenses, net of tax, and FDIC special assessment, net of tax; return on average tangible common equity; tangible book value per share; the tangible equity to tangible assets ratio; allowance for credit losses to total loans excluding Warehouse Purchase Program loans; the efficiency ratio, excluding net gains and losses on the sale, write-down or write-up of assets; and the efficiency ratio, excluding net gains and losses on the sale, write-down or write-up of assets, merger related expenses and FDIC special assessment. In addition, due to the application of purchase accounting, Prosperity uses certain non-GAAP financial measures and ratios that exclude the impact of these items to evaluate its allowance for credit losses to total loans (excluding Warehouse Purchase Program loans). Prosperity has included information below relating to these non-GAAP financial measures for the applicable periods presented.

 





Three Months Ended







Mar 31,

2026





Dec 31,

2025





Sep 30,

2025





Jun 30,

2025





Mar 31,

2025



Reconciliation of diluted earnings per share to diluted earnings

per share excluding merger related expenses, net of tax, and 

FDIC special assessment, net of tax:































Diluted earnings per share (unadjusted)



$

1.16





$

1.49





$

1.45





$

1.42





$

1.37



































Net income



$

116,267





$

139,907





$

137,556





$

135,155





$

130,225



Merger related expenses, net of tax(W)





33,588







212







49















FDIC special assessment, net of tax(W)











(2,807)





















Net income excluding merger related expenses, net of tax, and FDIC

special assessment, net of tax(W):



$

149,855





$

137,312





$

137,605





$

135,155





$

130,225



































Weighted average diluted shares outstanding





99,825







94,044







95,093







95,277







95,266



Merger related expenses, net of tax, per diluted common share(W)



$

0.34





$





$





$





$



FDIC special assessment, net of tax, per diluted common share(W)



$





$

(0.03)





$





$





$



Diluted earnings per share excluding merger related expenses, net of

tax, and FDIC special assessment, net of tax:(W)



$

1.50





$

1.46





$

1.45





$

1.42





$

1.37



































Reconciliation of return on average assets to return on average

assets excluding merger related expenses, net of tax, and FDIC

special assessment, net of tax:































Return on average assets (unadjusted)





1.10

%





1.49

%





1.44

%





1.41

%





1.34

%

































Net income excluding merger related expenses, net of tax, and FDIC

special assessment, net of tax(W):



$

149,855





$

137,312





$

137,605





$

135,155





$

130,225



Average total assets



$

42,219,608





$

37,665,928





$

38,129,863





$

38,391,214





$

38,957,078



Return on average assets excluding merger related expenses, net of

tax, and FDIC special assessment, net of tax (F) (W)





1.42

%





1.46

%





1.44

%





1.41

%





1.34

%

































Reconciliation of return on average common equity to return on

average common equity excluding merger related expenses, net

of tax, and FDIC special assessment, net of tax:































Return on average common equity (unadjusted)





5.70

%





7.30

%





7.18

%





7.13

%





6.94

%

































Net income excluding merger related expenses, net of tax, and FDIC

special assessment, net of tax(W):



$

149,855





$

137,312





$

137,605





$

135,155





$

130,225



Average shareholders' equity



$

8,160,782





$

7,668,802





$

7,657,978





$

7,586,290





$

7,505,801



Return on average common equity excluding merger related

expenses, net of tax, and FDIC

special assessment, net of tax (F) (W)





7.35

%





7.16

%





7.19

%





7.13

%





6.94

%

































Reconciliation of return on average common equity to return on

average tangible common equity:































Net income



$

116,267





$

139,907





$

137,556





$

135,155





$

130,225



Average shareholders' equity



$

8,160,782





$

7,668,802





$

7,657,978





$

7,586,290





$

7,505,801



Less: Average goodwill and other intangible assets





(3,768,729)







(3,556,680)







(3,560,083)







(3,563,866)







(3,567,421)



Average tangible shareholders' equity



$

4,392,053





$

4,112,122





$

4,097,895





$

4,022,424





$

3,938,380



Return on average tangible common equity (F)





10.59

%





13.61

%





13.43

%





13.44

%





13.23

%



 (W) Calculated assuming a federal tax rate of 21.0%.







Three Months Ended







Mar 31,

2026





Dec 31,

2025





Sep 30,

2025





Jun 30,

2025





Mar 31,

2025



Reconciliation of return on average common equity to return on

average tangible common equity excluding merger related

expenses, net of tax, and FDIC special assessment, net of tax:































Net income excluding merger related expenses, net of tax, and FDIC

special assessment, net of tax(W):



$

149,855





$

137,312





$

137,605





$

135,155





$

130,225



Average shareholders' equity



$

8,160,782





$

7,668,802





$

7,657,978





$

7,586,290





$

7,505,801



Less: Average goodwill and other intangible assets





(3,768,729)







(3,556,680)







(3,560,083)







(3,563,866)







(3,567,421)



Average tangible shareholders' equity



$

4,392,053





$

4,112,122





$

4,097,895





$

4,022,424





$

3,938,380



Return on average tangible common equity excluding merger related

expenses, net of tax, and FDIC special assessment, net of tax (F) (W)





13.65

%





13.36

%





13.43

%





13.44

%





13.23

%

































Reconciliation of book value per share to tangible book value per share:































Shareholders' equity



$

8,207,851





$

7,616,140





$

7,664,938





$

7,599,736





$

7,517,061



Less: Goodwill and other intangible assets





(3,933,526)







(3,554,732)







(3,558,321)







(3,561,923)







(3,565,533)



Tangible shareholders' equity



$

4,274,325





$

4,061,408





$

4,106,617





$

4,037,813





$

3,951,528



































Period end shares outstanding





100,835







93,058







94,993







95,277







95,258



Tangible book value per share



$

42.39





$

43.64





$

43.23





$

42.38





$

41.48



































Reconciliation of equity to assets ratio to period end tangible

equity to period end tangible assets ratio:































Tangible shareholders' equity



$

4,274,325





$

4,061,408





$

4,106,617





$

4,037,813





$

3,951,528



Total assets



$

43,619,183





$

38,463,425





$

38,330,469





$

38,417,352





$

38,764,675



Less: Goodwill and other intangible assets





(3,933,526)







(3,554,732)







(3,558,321)







(3,561,923)







(3,565,533)



Tangible assets



$

39,685,657





$

34,908,693





$

34,772,148





$

34,855,429





$

35,199,142



Period end tangible equity to period end tangible assets ratio





10.77

%





11.63

%





11.81

%





11.58

%





11.23

%

































Reconciliation of allowance for credit losses to total loans to

allowance for credit losses on loans to total loans excluding

Warehouse Purchase Program:































Allowance for credit losses on loans



$

383,840





$

333,742





$

339,626





$

346,084





$

349,101



Total loans



$

25,287,986





$

21,805,368





$

22,027,769





$

22,197,388





$

21,977,570



Less: Warehouse Purchase Program loans





(1,433,152)







(1,304,798)







(1,278,178)







(1,287,440)







(1,057,893)



Total loans less Warehouse Purchase Program



$

23,854,834





$

20,500,570





$

20,749,591





$

20,909,948





$

20,919,677



Allowance for credit losses on loans to total loans excluding

Warehouse Purchase Program





1.61

%





1.63

%





1.64

%





1.66

%





1.67

%

































Reconciliation of efficiency ratio to efficiency ratio excluding net

gains and losses on the sale, write-down  or write-up of assets:































Noninterest expense



$

217,287





$

138,712





$

138,635





$

138,565





$

140,301



































Net interest income



$

321,150





$

274,953





$

273,435





$

267,722





$

265,382



Noninterest income





46,474







42,780







41,238







42,982







41,301



Less: net gain (loss) on sale or write-down of assets





318







35







3







1,414







(235)



Noninterest income excluding net gains and losses on the sale, write-

down or write-up of assets





46,156







42,745







41,235







41,568







41,536



Total income excluding net gains and losses on the sale, write-

down or write-up of assets



$

367,306





$

317,698





$

314,670





$

309,290





$

306,918



Efficiency ratio, excluding net gains and losses on the sale, write-

down or write-up of assets





59.16

%





43.66

%





44.06

%





44.80

%





45.71

%





Three Months Ended







Mar 31,

2026





Dec 31,

2025





Sep 30,

2025





Jun 30,

2025





Mar 31,

2025



Reconciliation of efficiency ratio to efficiency ratio, excluding net

gains and losses on the sale, write-down or write-up of assets,

merger related expenses and FDIC special assessment:































Noninterest expense



$

217,287





$

138,712





$

138,635





$

138,565





$

140,301



Less: merger related expenses





42,516







268







62















Less: FDIC special assessment











(3,554)





















Noninterest expense excluding merger related expenses and FDIC

special assessment



$

174,771





$

141,998





$

138,573





$

138,565





$

140,301



































Net interest income



$

321,150





$

274,953





$

273,435





$

267,722





$

265,382



Noninterest income





46,474







42,780







41,238







42,982







41,301



Less: net gain (loss) on sale or write down of assets





318







35







3







1,414







(235)



Noninterest income excluding net gains and losses on the sale, write-

 down or write-up of assets





46,156







42,745







41,235







41,568







41,536



Total income excluding net gains and losses on the sale, write-

down or write-up of assets



$

367,306





$

317,698





$

314,670





$

309,290





$

306,918



Efficiency ratio, excluding net gains and losses on the sale, write-

down or write-up of assets, merger related expenses and FDIC

special assessment





47.58

%





44.70

%





44.04

%





44.80

%





45.71

%

 

Cision
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SOURCE Prosperity Bancshares, Inc.

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