M&A - PROSPERITY BANCSHARES INC

Form Type: 425

Filing Date: 2025-07-18

Corporate Action: Merger

Type: New

Accession Number: 000095017025096757

Filing Summary: On July 18, 2025, Prosperity Bancshares, Inc. announced that it has entered into a definitive merger agreement with American Bank Holding Corporation. Under this agreement, American will merge with Prosperity. As part of the transaction, all outstanding stock and restricted stock awards of American will be converted into the right to receive an aggregate of 4,439,981 shares of Prosperity common stock, or cash for any fractional shares. The merger is subject to customary closing conditions, including regulatory approvals and shareholder approval from American, and is expected to close in the fourth quarter of 2025 or the first quarter of 2026. A slide presentation regarding the acquisition was posted on the Investor Relations page of Prosperity's website on the same date. The press release and presentation are attached as Exhibits 99.1 and 99.2, respectively.

Form Type: 8-K

Filing Date: 2025-07-18

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025096756

Filing Summary: On July 18, 2025, Prosperity Bancshares, Inc. announced a definitive merger agreement with American Bank Holding Corporation. Under the terms of the agreement, American will merge into Prosperity. The merger involves converting all outstanding stock and restricted stock awards of American into the right to receive an aggregate of 4,439,981 shares of Prosperity's common stock, with cash provided for fractional shares. The completion of the transaction is subject to regulatory approvals and approval by American's shareholders, and it is anticipated to close in the fourth quarter of 2025 or the first quarter of 2026. A press release and an investor presentation related to the acquisition were posted on Prosperity's Investor Relations page and these documents are incorporated by reference in this report.