Prosperity Bancshares Inc美股招股说明书(2026-04-21版)

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT To the Shareholders of Stellar Bancorp, Inc. On behalf of the board of directors of Stellar Bancorp, Inc. (“Stellar”), we are pleased to enclose the accompanying proxy statement/prospectusrelating to the proposed merger of Stellar with and into Prosperity Bancshares, Inc. (“Prosperity”). We are requesting that you take certain actions as aholder of shares of common stock of Stellar, par value $0.01 per share (“Stellar common stock”). The boards of directors of Stellar and Prosperity (the “Stellar Board” and “Prosperity Board,” respectively) have each unanimously approved theAgreement and Plan of Merger, dated January27, 2026, by and between Stellar and Prosperity (as amended from time to time, the “merger agreement”),pursuant to which Stellar will merge with and into Prosperity (the “merger”), with Prosperity as the surviving corporation. Immediately following themerger, Stellar Bank, a wholly owned subsidiary of Stellar, will merge with and into Prosperity Bank, a wholly owned subsidiary of Prosperity, withProsperity Bank as the surviving bank. In the merger, each holder of shares of Stellar common stock (a “Stellar shareholder”) will receive (i) $11.36 in cash (the “per share cashconsideration”) and (ii) 0.3803 shares (the “exchange ratio”) of Prosperity common stock, par value $1.00 per share (“Prosperity common stock”) foreach share of Stellar common stock they own as of the effective time of the merger (the consideration described in clauses (i)and (ii) together, the “pershare merger consideration” and the aggregate of such consideration, the “merger consideration”). Stellar shareholders will receive cash in lieu offractional shares of Prosperity common stock issuable as a result of the merger. Holders of Prosperity common stock will continue to own their existingshares of Prosperity common stock. Based on the closing price of Prosperity common stock on the New York Stock Exchange (the “NYSE”) onJanuary27, 2026, the last trading day before public announcement of the merger, of $72.90, the per share merger consideration representedapproximately $39.08 in value for each share of Stellar common stock, which represented merger consideration of approximately $2.0billion on anaggregate basis. Based on the closing price of Prosperity common stock on the NYSE on April15, 2026, the last practicable trading day before the dateof this proxy statement/prospectus, of $69.12, the per share merger consideration represented approximately $37.65 in value for each share of Stellarcommon stock. The price of Prosperity common stock at the time of completion of the merger could be greater than, less than or the same as the price ofProsperity common stock on the date of this proxy statement/prospectus, which could affect the value of the per share merger consideration.We urgeyou to obtain current market quotations of Prosperity common stock (trading symbol “PB”) and Stellar common stock (trading symbol“STEL”). Based on the number of shares of Stellar common stock outstanding as of April15, 2026, Prosperity expects to issue approximately 19,361,338shares of Prosperity common stock to holders of Stellar common stock (in the aggregate) and to pay approximately $578,345,529 in cash in the merger.Based on the number of shares of Stellar common stock and Prosperity common stock outstanding as of April15, 2026, we estimate that, following thecompletion of the merger, former holders of Stellar common stock will own approximately 16.1% of the combined company and existing Prosperityholders will own approximately 83.9% of the combined company. The special meeting of Stellar shareholders (the “special meeting”) will be held at our corporate headquarters, which is located at 9 GreenwayPlaza, Eighth Floor – Galveston Conference Room, Houston, Texas 77046, on May 27, 2026, at 10:00, a.m., Central Time. At the special meeting,Stellar will ask Stellar shareholders to approve the merger agreement, approve certain merger-related compensation, and approve an adjournment of themeeting (if necessary). Information about the special meeting and the merger is contained in the accompanying proxy statement/prospectus.Inparticular, see the section entitled “Risk Factors” beginning on page 20. We urge you to read this document carefully and in its entirety.You canalso obtain Table of Contents information about Stellar and Prosperity from documents that have been filed with the U.S. Securities and Exchange Commission (the “SEC”) that areincorporated into the accompanying proxy statement/prospectus by reference. Whether or not you plan to attend the special meeting, please vote as soon as possible to make sure that your shares are represented at thespecial meeting.If you do not vote, it will have the same effect as voting “AGAINST” the merger. The Stellar board of directors unanimously recommends that holders of Stellar common stock vote “FOR” each of the proposals to be consideredat the special meet