{"filing":{"accession_number":"0001193125-26-291486","cik":"0001068851","ticker":"PB","company_name":"PROSPERITY BANCSHARES INC","form":"8-K","filing_date":"2026-07-01","report_date":null,"primary_document":"d109409d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1068851/000119312526291486/d109409d8k.htm"},"events":[{"id":15264,"run_id":13623,"accession_number":"0001193125-26-291486","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"summary":"Prosperity Bancshares completed its merger with Stellar Bancorp effective July 1, 2026, pursuant to a merger agreement dated January 27, 2026. The transaction involved approximately $590 million in cash and 19 million shares of Prosperity Common Stock, with Stellar shareholders receiving 0.3803 shares of Prosperity stock and $11.36 per share in cash, and integration of 52 Stellar banking offices.","company_name":"PROSPERITY BANCSHARES INC","ticker":"PB","filing_date":"2026-07-01","form":"8-K","submitted_at":null,"items":[{"id":12958,"accession_number":"0001193125-26-291486","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a material acquisition: Prosperity Bancshares completed its merger with Stellar Bancorp effective July 1, 2026, pursuant to a merger agreement dated January 27, 2026. The transaction involved approximately $590 million in cash and 19 million shares of Prosperity Common Stock, with Stellar shareholders receiving 0.3803 shares of Prosperity stock and $11.36 per share in cash. This is a significant M\u0026A event materially affecting the registrant's assets, capital structure, and operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:35:49.116677+00:00","company_name":"","ticker":null,"filing_date":""},{"id":12961,"accession_number":"0001193125-26-291486","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses completion of a merger in which Prosperity Bancshares acquired Stellar Bancorp, with Stellar merging into Prosperity and Stellar Bank merging into Prosperity Bank, effective July 1, 2026. The transaction involved issuance of 0.3803 shares of Prosperity common stock and $11.36 in cash per Stellar share, plus integration of 52 Stellar banking offices. This is a material acquisition and change of control event requiring disclosure under Item 8.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:35:49.116677+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":15265,"run_id":13623,"accession_number":"0001193125-26-291486","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"In connection with the Stellar merger closing on July 1, 2026, Prosperity assumed approximately $2.17 billion in obligations issued by the Federal Home Loan Bank of Dallas, constituting a new direct financial obligation for Prosperity as the acquiring entity.","company_name":"PROSPERITY BANCSHARES INC","ticker":"PB","filing_date":"2026-07-01","form":"8-K","submitted_at":null,"items":[{"id":12959,"accession_number":"0001193125-26-291486","item_number":"2.03","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Prosperity assumed approximately $2.17 billion in obligations issued by the Federal Home Loan Bank of Dallas in connection with the Stellar merger closing on July 1, 2026. This represents the creation of a direct financial obligation through assumption of Stellar's existing debt, which is the core disclosure required under Item 2.03. While this obligation technically pre-existed at Stellar, Prosperity's assumption of it on the closing date constitutes creation of a new direct obligation for Prosperity as the acquiring entity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:35:49.116677+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":15266,"run_id":13623,"accession_number":"0001193125-26-291486","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"Robert R. Franklin, Jr. was appointed as a director and Vice Chairman of Prosperity and Prosperity Bank effective upon completion of the Stellar merger on July 1, 2026, with a three-year employment agreement providing $1.12M base salary, 175% bonus target, $3M signing bonus, 25,000 RSA award, and severance protections.","company_name":"PROSPERITY BANCSHARES INC","ticker":"PB","filing_date":"2026-07-01","form":"8-K","submitted_at":null,"items":[{"id":12960,"accession_number":"0001193125-26-291486","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the appointment of Robert R. Franklin, Jr. as a director and Vice Chairman of Prosperity and Prosperity Bank effective upon completion of the Stellar merger on July 1, 2026. While the section also mentions Joseph B. Swinbank's appointment as a director, the primary focus and detail center on Franklin's appointment to the Vice Chairman role, his three-year employment agreement with specified compensation ($1.12M base salary, 175% bonus target, $3M signing bonus, 25,000 RSA award), and severance protections. This is a material executive appointment tied to a significant M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:35:49.116677+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":12958,"accession_number":"0001193125-26-291486","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a material acquisition: Prosperity Bancshares completed its merger with Stellar Bancorp effective July 1, 2026, pursuant to a merger agreement dated January 27, 2026. The transaction involved approximately $590 million in cash and 19 million shares of Prosperity Common Stock, with Stellar shareholders receiving 0.3803 shares of Prosperity stock and $11.36 per share in cash. This is a significant M\u0026A event materially affecting the registrant's assets, capital structure, and operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:35:49.116677+00:00","company_name":"PROSPERITY BANCSHARES INC","ticker":"PB","filing_date":"2026-07-01"},{"id":12959,"accession_number":"0001193125-26-291486","item_number":"2.03","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Prosperity assumed approximately $2.17 billion in obligations issued by the Federal Home Loan Bank of Dallas in connection with the Stellar merger closing on July 1, 2026. This represents the creation of a direct financial obligation through assumption of Stellar's existing debt, which is the core disclosure required under Item 2.03. While this obligation technically pre-existed at Stellar, Prosperity's assumption of it on the closing date constitutes creation of a new direct obligation for Prosperity as the acquiring entity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:35:49.116677+00:00","company_name":"PROSPERITY BANCSHARES INC","ticker":"PB","filing_date":"2026-07-01"},{"id":12960,"accession_number":"0001193125-26-291486","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the appointment of Robert R. Franklin, Jr. as a director and Vice Chairman of Prosperity and Prosperity Bank effective upon completion of the Stellar merger on July 1, 2026. While the section also mentions Joseph B. Swinbank's appointment as a director, the primary focus and detail center on Franklin's appointment to the Vice Chairman role, his three-year employment agreement with specified compensation ($1.12M base salary, 175% bonus target, $3M signing bonus, 25,000 RSA award), and severance protections. This is a material executive appointment tied to a significant M\u0026A transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:35:49.116677+00:00","company_name":"PROSPERITY BANCSHARES INC","ticker":"PB","filing_date":"2026-07-01"},{"id":12961,"accession_number":"0001193125-26-291486","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses completion of a merger in which Prosperity Bancshares acquired Stellar Bancorp, with Stellar merging into Prosperity and Stellar Bank merging into Prosperity Bank, effective July 1, 2026. The transaction involved issuance of 0.3803 shares of Prosperity common stock and $11.36 in cash per Stellar share, plus integration of 52 Stellar banking offices. This is a material acquisition and change of control event requiring disclosure under Item 8.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:35:49.116677+00:00","company_name":"PROSPERITY BANCSHARES INC","ticker":"PB","filing_date":"2026-07-01"}]}