Deal Flow
Letter · prints on one page
Transaction tear sheetData as of Nov 7, 2026
M&A · Financials · National Commercial Banks

Prosperity Bancshares Inc to acquire Stellar Bancorp, Inc.

Announced Jan 28, 2026 · Closed Jul 1, 2026

Deal value$2.00B
Premium—To unaffected price
EV / Adj. EBITDA—
ConsiderationCash and stock$39.08 per share

Transaction

Acquirer
Prosperity Bancshares Inc (PB)
Target
Stellar Bancorp, Inc. (STEL)
Buyer type
Strategic
Offer price per share
$39.08
Enterprise value
—
Status
Closed Jul 1, 2026

Deal protections

Break fee (target pays)
$78.0M · 3.9%
Reverse fee (buyer pays)
—
Go-shop
No-shop
Financing
—

Advisors

To the acquirer
Not disclosed
To the target
Stifel

Sector context · Financials

Comparable deals
69 in the prior 24 months
Premium
Sector median 40.0%
EV / Adj. EBITDA
Sector median 13.7x
Break fee
3.9% vs. 3.7% sector median

Timeline

  1. AnnouncedJan 28, 2026
  2. Proxy filedApr 21, 2026
  3. Definitive proxyApr 21, 2026
  4. Shareholder voteMay 27, 2026
  5. ClosedJul 1, 2026

Valuation · fairness opinions

Discounted cash flow$27.33$32.41
Discounted cash flow$69.46$83.30
Offer $39.08

Implied value per Stellar Bancorp, Inc. share by analysis, from Stifel · DCF discount rate 12%–14%.

Sources
  • 8-K (EX-99.1) · Jan 28, 2026
  • 425 (EX-99.1) · Jan 28, 2026

Adj. EBITDA is operating income + D&A + impairment, restructuring, deal costs and stock compensation, less any large gain on a sale, last twelve months, from the target's filings. Calculated by Castle, so it can differ from a bank's adjusted figure.

Prepared with Castle from public SEC EDGAR filings. Figures are extracted automatically; verify against the source documents. Not investment advice.