PROSPERITY BANCSHARES, INC.® REPORTS SECOND QUARTER 2025 EARNINGS
Second quarter earnings per share (diluted) of $1.42, an increase of 21.4% compared to second quarter 2024
Second quarter net income increased 21.1% to $135.2 million compared to second quarter 2024
Second quarter net interest margin increased 24 basis points to 3.18% compared to second quarter 2024
Loans increased $219.8 million during second quarter 2025
Noninterest-bearing deposits of $9.4 billion, representing 34.3% of total deposits
Allowance for credit losses on loans and on off-balance sheet credit exposure of $383.7 million and allowance for credit losses on loans to total loans, excluding Warehouse Purchase Program, of 1.66%(1)
Nonperforming assets remain low at 0.33% of second quarter average interest-earning assets
Return (annualized) on second quarter average assets of 1.41% and average tangible common equity of 13.44%(1)
Announced the signing of a definitive merger agreement with American Bank Holding Corporation headquartered in Corpus Christi, Texas
HOUSTON, July 23, 2025 /PRNewswire/ -- Prosperity Bancshares, Inc.® (NYSE:PB) ("Prosperity Bancshares"), the parent company of Prosperity Bank® (collectively, "Prosperity"), reported net income of $135.2 million for the quarter ended June 30, 2025 compared with $111.6 million for the same period in 2024. Net income per diluted common share was $1.42 for the quarter ended June 30, 2025 compared with $1.17 for the same period in 2024. The annualized return on second quarter average assets was 1.41%. Additionally, loans increased $219.8 million during the second quarter of 2025. Nonperforming assets remain low at 0.33% of second quarter average interest-earning assets.
"I am excited to share that our bank continues to grow, with double digit increases in net income and earnings per share compared with the second quarter of 2024. Our net interest margin also improved to 3.28%, a 24 basis point increase compared with the second quarter of 2024 as our interest-bearing assets continue to reprice. Loans grew $219.8 million during the second quarter of 2025, and we continue to see cautious enthusiasm from our customers. As mentioned in my previous comments, these are the results we expected, and these tailwinds should continue to be positive over the next 12 and 24 months," said David Zalman, Prosperity's Senior Chairman and Chief Executive Officer.
"I am proud to announce that we entered into a definitive agreement with American Bank Holding Company in Corpus Christi to merge. We have followed American Bank closely for more than two decades and have tremendous respect for the bank and for the people that have contributed to its success. Our banks have a complementary footprint, and we are familiar with and remain committed to the communities that American Bank serves, including with both financial products and community support. This combination will strengthen our presence and operations in South Texas and surrounding areas and enhances our presence in Central Texas, including in San Antonio, a highly desirable, high growth area," stated Zalman.
"Texas and Oklahoma continue to shine as more people and companies move to the states because of the business-friendly political structure and no state income tax. Texas was recently rated as the second-best state for business in 2025 by CNBC," continued Zalman.
"Thank you to our customers, shareholders and associates that make all of this possible," concluded Zalman.
Results of Operations for the Three Months Ended June 30, 2025
Net income was $135.2 million(2) for the three months ended June 30, 2025 compared with $111.6 million(3) for the same period in 2024, an increase of $23.6 million or 21.1%. Net income per diluted common share was $1.42 for the three months ended June 30, 2025 compared with $1.17 for the same period in 2024, an increase of 21.4%. The changes were primarily due to an increase in net interest income, a decrease in merger related provision and expenses and lower regulatory assessments and FDIC insurance, partially offset by a decrease in net gain on sale or write-up of securities. On a linked quarter basis, net income was $135.2 million(2) for the three months ended June 30, 2025 compared with $130.2 million(4) for the three months ended March 31, 2025, an increase of $4.9 million or 3.8%. Net income per diluted common share was $1.42 for the three months ended June 30, 2025 compared with $1.37 for the three months ended March 31, 2025. The change was primarily due to an increase in net interest income and a decrease in salaries and benefits. Annualized returns on average assets, average common equity and average tangible common equity for the three months ended June 30, 2025 were 1.41%, 7.13% and 13.44%(1), respectively. Prosperity's efficiency ratio (excluding net gains and losses on the sale, write-down or write-up of assets and securities) was 44.80%(1) for the three months ended June 30, 2025.
Net interest income before provision for credit losses was $267.7 million for the three months ended June 30, 2025 compared with $258.8 million for the same period in 2024, an increase of $8.9 million or 3.5%. The change was primarily due to a decrease in the average balances and average rates on other borrowings and a decrease in the average rates on interest-bearing deposits, partially offset by a decrease in the average rates on loans, a decrease in the average balances on investment securities and a decrease in the average balances and average rates on federal funds sold and other earning assets. Net interest income before provision for credit losses increased $2.3 million to $267.7 million for the three months ended June 30, 2025 compared with $265.4 million for the three months ended March 31, 2025.
The net interest margin on a tax equivalent basis was 3.18% for the three months ended June 30, 2025 compared with 2.94% for the same period in 2024. The change was primarily due to a decrease in the average balances and average rates on other borrowings and a decrease in the average rates on interest-bearing deposits, partially offset by a decrease in the average rates on loans and a decrease in the average balances on investment securities. The net interest margin on a tax equivalent basis was 3.18% for the three months ended June 30, 2025 compared with 3.14% for the three months ended March 31, 2025.
Noninterest income was $43.0 million for the three months ended June 30, 2025 compared with $46.0 million for the same period in 2024, a decrease of $3.0 million or 6.6%. The change was primarily due to a decrease in net gain on sale or write-down of securities, partially offset by an increase in other noninterest income, increase in service charges on deposit accounts and a higher net gain on sale or write-down of assets. Noninterest income was $43.0 million for the three months ended June 30, 2025 compared with $41.3 million for the three months ended March 31, 2025, an increase of $1.7 million or 4.1%.
Noninterest expense was $138.6 million for the three months ended June 30, 2025 compared with $152.8 million for the same period in 2024, a decrease of $14.3 million or 9.3%. The change was primarily due to decreases in regulatory assessment and FDIC insurance, merger related expenses, salaries and benefits and other noninterest expense, which were higher in the second quarter of 2024 due to the merger of Lone Star State Bancshares, Inc. with Prosperity Bancshares and the merger of Lone Star State Bank of West Texas with Prosperity Bank, both effective on April 1, 2024 (collectively, the "Lone Star Merger"). Noninterest expense was $138.6 million for the three months ended June 30, 2025 compared with $140.3 million for the three months ended March 31, 2025, a decrease of $1.7 million or 1.2%.
Results of Operations for the Six Months Ended June 30, 2025
For the six months ended June 30, 2025, net income was $265.4 million(5) compared with $222.0 million(6) for the same period in 2024, an increase of $43.4 million or 19.5%. Net income per diluted common share was $2.79 for the six months ended June 30, 2025 compared with $2.34 for the same period in 2024, an increase of 19.2%. The changes were primarily due to an increase in net interest income, lower merger related provision and expenses, and lower regulatory assessments and FDIC insurance, partially offset by a decrease on net gain on sale or write-up of securities. Returns on average assets, average common equity and average tangible common equity for the six months ended June 30, 2025 were 1.37%, 7.03% and 13.33%(1), respectively.
Net interest income before provision for credit losses for the six months ended June 30, 2025 was $533.1 million compared with $497.0 million for the same period in 2024, an increase of $36.1 million or 7.3%. The change was primarily due to a decrease in the average balances and average rates on other borrowings, a decrease in the average rates on interest-bearing deposits and an increase in the average balances on loans, partially offset by a decrease in the average balances on investment securities.
The net interest margin on a tax equivalent basis for the six months ended June 30, 2025 was 3.16% compared with 2.87% for the same period in 2024. The change was primarily due to a decrease in the average balances and average rates on other borrowings, a decrease in the average rates on interest-bearing deposits, partially offset by a decrease in the average balances on investment securities.
Noninterest income was $84.3 million for the six months ended June 30, 2025 compared with $84.9 million for the same period in 2024, a decrease of $590 thousand or 0.7%.
Noninterest expense was $278.9 million for the six months ended June 30, 2025 compared with $288.7 million for the same period in 2024, a decrease of $9.8 million or 3.4%, primarily due to decreases in regulatory assessment and FDIC insurance, merger related expenses and other noninterest expense.
Balance Sheet Information
Prosperity had $38.417 billion in total assets at June 30, 2025 compared with $39.762 billion at June 30, 2024 and $38.765 billion at March 31, 2025.
Loans were $22.197 billion at June 30, 2025, a decrease of $123.4 million, compared with $22.321 billion at June 30, 2024. Linked quarter loans increased $219.8 million or 1.0% (4.0% annualized) from $21.978 billion at March 31, 2025.
Loans, excluding Warehouse Purchase Program loans, were $20.910 billion at June 30, 2025 compared with $21.239 billion at June 30, 2024, a decrease of $329.5 million or 1.6%, and compared with $20.920 billion at March 31, 2025, a decrease of $9.7 million.
Deposits were $27.473 billion at June 30, 2025, a decrease of $459.7 million or 1.6%, compared with $27.933 billion at June 30, 2024. Linked quarter deposits decreased $553.4 million or 2.0% from $28.027 billion at March 31, 2025, primarily due to a decrease in public fund deposits and business deposits. Prosperity generally experiences seasonality with its public fund deposits, as public fund customers use the tax dollars they receive in December and January throughout the year, resulting in lower deposit balances in the second and third quarters of the year.
The table below provides detail on the impact of loans acquired and deposits assumed in the Lone Star Merger:
Balance Sheet Data (at period end)
(In thousands)
Jun 30, 2025
Mar 31, 2025
Dec 31, 2024
Sep 30, 2024
Jun 30, 2024
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Loans acquired (including new production since acquisition date):
Lone Star Bank
$
905,610
$
976,624
$
1,057,618
$
1,109,783
$
1,084,559
Prosperity Bank
Warehouse Purchase Program loans
1,287,440
1,057,893
1,080,903
1,228,706
1,081,403
All other loans
20,004,338
19,943,053
20,010,688
20,042,363
20,154,853
Total loans
$
22,197,388
$
21,977,570
$
22,149,209
$
22,380,852
$
22,320,815
Deposits assumed (including new deposits since acquisition date):
Lone Star Bank
$
940,726
$
983,280
$
1,093,536
$
1,136,216
$
1,187,821
All other deposits
26,532,685
27,043,519
27,287,802
26,951,395
26,745,265
Total deposits
$
27,473,411
$
28,026,799
$
28,381,338
$
28,087,611
$
27,933,086
Excluding loans acquired in the Lone Star Merger and new production at the acquired banking centers since April 1, 2024, loans at June 30, 2025 increased $55.5 million compared with June 30, 2024 and increased $290.8 million compared with March 31, 2025.
Excluding deposits assumed in the Lone Star Merger and new deposits generated at the acquired banking centers since April 1, 2024, deposits at June 30, 2025 decreased by $212.6 million compared with June 30, 2024 and decreased by $510.8 million compared with March 31, 2025.
Asset Quality
Nonperforming assets totaled $110.5 million or 0.33% of quarterly average interest-earning assets at June 30, 2025 compared with $89.6 million or 0.25% of quarterly average interest-earning assets at June 30, 2024 and $81.4 million or 0.24% of quarterly average interest-earning assets at March 31, 2025.
The allowance for credit losses on loans and off-balance sheet credit exposures was $383.7 million at June 30, 2025 compared with $397.5 million at June 30, 2024 and $386.7 million at March 31, 2025. There was no provision for credit losses for the three and six months ended June 30, 2025 compared to $9.1 million provision for credit losses for the three and six months ended June 30, 2024.
The allowance for credit losses on loans was $346.1 million or 1.56% of total loans at June 30, 2025 compared with $359.9 million or 1.61% of total loans at June 30, 2024 and $349.1 million or 1.59% of total loans at March 31, 2025. Excluding Warehouse Purchase Program loans, the allowance for credit losses on loans to total loans was 1.66%(1) at June 30, 2025 compared with 1.69%(1) at June 30, 2024 and 1.67%(1) at March 31, 2025.
Net charge-offs were $3.0 million for the three months ended June 30, 2025 compared with net charge-offs of $4.4 million for the three months ended June 30, 2024 and net charge-offs of $2.7 million for the three months ended March 31, 2025. For the second quarter of 2025, $2.1 million of reserves on resolved purchased credit deteriorated ("PCD") loans without any related charge-offs were released to the general reserve.
Net charge-offs were $5.7 million for the six months ended June 30, 2025 compared with net charge-offs of $6.5 million for the six months ended June 30, 2024. For the six months ended June 30, 2025, $10.4 million of reserves on resolved PCD loans without any related charge-offs were released to the general reserve.
Dividend
Prosperity Bancshares declared a third quarter 2025 cash dividend of $0.58 per share to be paid on October 1, 2025, to all shareholders of record as of September 15, 2025.
Agreement to Acquire American Bank Holding Corporation
On July 18, 2025, Prosperity Bancshares and American Bank Holding Corporation ("American") jointly announced the signing of a definitive merger agreement (the "Merger Agreement") whereby American, a Texas corporation and bank holding company of American Bank, N.A. ("American Bank"), will merge with and into Prosperity Bancshares and American Bank will merge with and into Prosperity Bank. American Bank operates 18 banking offices and 2 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. As of March 31, 2025, American, on a consolidated basis, reported total assets of $2.517 billion, total loans of $1.752 billion and total deposits of $2.270 billion.
Under the terms and subject to the conditions of the merger agreement, Prosperity Bancshares will issue 4,439,981 shares of Prosperity Bancshares common stock for all outstanding shares of American common stock, subject to certain potential adjustments. Based on Prosperity Bancshares' closing price of $72.40 on July 16, 2025, the total consideration was valued at approximately $321.5 million. The transaction is subject to customary closing conditions, including the receipt of required regulatory approvals and approval of the shareholders of American. The transaction is expected to close during the fourth quarter of 2025 or the first quarter of 2026.
Conference Call
Prosperity's management team will host a conference call on Wednesday, July 23, 2025, at 11:30 a.m. Eastern Time (10:30 a.m. Central Time) to discuss Prosperity's second quarter 2025 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 9928869.
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 provision for credit losses, net of tax, merger related expenses, net of tax, Federal Deposit Insurance Corporation ("FDIC") special assessment, net of tax, and net gain on the sale or write-up of securities, 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 securities; and the efficiency ratio, excluding net gains and losses on the sale, write-down or write-up of assets and securities, 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, provides a more complete understanding of factors and trends affecting Prosperity's business and allows 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 June 30, 2025, Prosperity Bancshares, Inc.® is a $38.417 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 283 full-service banking locations: 62 in the Houston area, including The Woodlands; 33 in the South Texas area including Corpus Christi and Victoria; 61 in the Dallas/Fort Worth area; 22 in the East Texas area; 31 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; and 8 in the Tulsa, Oklahoma area.
Cautionary Notes on Forward-Looking Statements
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This release contains statements regarding the proposed transaction between Prosperity and American; future financial and operating results; benefits and synergies of the transaction; future opportunities for Prosperity; the issuance of common stock of Prosperity contemplated by the Merger Agreement; the expected filing by Prosperity with the Securities and Exchange Commission (the "SEC") of a registration statement on Form S-4 (the "Registration Statement") and a prospectus of Prosperity and a proxy statement of American to be included therein (the "Proxy Statement/Prospectus"); the expected timing of the closing of the proposed transaction; 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 and its subsidiaries or related to the proposed transaction 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 possible or assumed future economic performance or future results of operations, including future revenues, income, expenses, provision for credit losses, provision for taxes, effective tax rate, earnings per share and cash flows and Prosperity's future capital expenditures and dividends, future financial condition and changes therein, including changes in Prosperity's loan portfolio and allowance for credit losses, changes in deposits, borrowings and the investment securities portfolio, future capital structure or changes therein, as well as the plans and objectives of management for Prosperity's future operations, future or proposed acquisitions, the future or expected effect of acquisitions on Prosperity's operations, results of operations, financial condition, and future economic performance, statements about the anticipated benefits of each of the proposed transactions, 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 Prosperity's control, 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); the possibility that the anticipated benefits of an acquisition transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of two companies or as a result of the strength of the economy and competitive factors generally; 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, American 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 transaction may not be fully realized or may take longer than anticipated to be realized, (2) disruption to Prosperity's business and to American's business as a result of the announcement and pendency of the transaction, (3) the risk that the integration of American's business 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 American'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 American, (5) the ability by each of Prosperity and American to obtain required governmental approvals of the transaction on the timeline expected, or at all, and the risk that such approvals may result in the imposition of conditions that could adversely affect Prosperity after the closing of the transaction or adversely affect the expected benefits of the transaction, (6) reputational risk and the reaction of each company's customers, suppliers, employees or other business partners to the transaction, (7) the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing the transaction or the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (8) the dilution caused by the issuance of additional shares of Prosperity's common stock in the transaction, (9) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (10) the outcome of any legal or regulatory proceedings that may be currently pending or later instituted against Prosperity before or after the transaction, or against American, (11) diversion of management's attention from ongoing business operations and (12) general competitive, economic, political and market conditions and other factors that may affect future results of Prosperity and American. Prosperity disclaims 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 factors are discussed in Prosperity's Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC, and other reports and statements Prosperity has filed with the SEC. Copies of the SEC filings for Prosperity may be downloaded from the Internet at no charge from http://www.prosperitybankusa.com.
Additional Information about the Transaction and Where to Find It
Prosperity intends to file with the SEC a Registration Statement on Form S-4 to register the shares of Prosperity common stock to be issued to the shareholders of American in connection with the proposed transaction. The Registration Statement will include a Proxy Statement/Prospectus which will be sent to the shareholders of American in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE 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, WHEN THEY ARE AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PROSPERITY, AMERICAN AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of these documents through the website maintained by the SEC at http://www.sec.gov. You will also be able to obtain these documents, when they are filed, free of charge, from Prosperity at http://www.prosperitybankusa.com. Copies of the Proxy Statement/Prospectus can also be obtained, when it becomes available, free of charge, by directing a request by telephone or mail to Prosperity Bancshares, Inc., Prosperity Bank Plaza, 4295 San Felipe, Houston, Texas 77027 Attn: Investor Relations, (281) 269-7199 or to American Bank Holding Corporation, 800 North Shoreline Boulevard, Corpus Christi, Texas 78401, Attn: Stephen Raffaele, (512) 306-5550.
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 $2.8 million, net of tax, primarily comprised of loan discount accretion of $3.1 million for the three months ended June 30, 2025.
(3)
Includes purchase accounting adjustments of $6.1 million, net of tax, primarily comprised of loan discount accretion of $7.2 million, merger related provision for credit losses of $9.1 million, merger related expenses of $4.4 million, FDIC special assessment of $3.6 million, and net gain on sale or write-up of securities of $10.7 million for the three months ended June 30, 2024.
(4)
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.
(5)
Includes purchase accounting adjustments of $6.0 million, net of tax, primarily comprised of loan discount accretion of $6.4 million for the six months ended June 30, 2025.
(6)
Includes purchase accounting adjustments of $8.1 million, net of tax, primarily comprised of loan discount accretion of $9.1 million, merger related provision for credit losses of $9.1 million, merger related expenses of $4.4 million, FDIC special assessment of $3.6 million, and net gain on sale or write-up of securities of $11.0 million for the six months ended June 30, 2024.
Bryan/College Station Area
Grapevine
Seven Points
Shadow Creek
North University
Bryan
Grapevine Main
Teague
Spring
Texas Tech Student Union
Bryan-29th Street
Kiest
Tyler-Beckham
Tomball
Bryan-East
Lake Highlands
Tyler-South Broadway
Waller
Midland
Bryan-North
McKinney
Tyler-University
West Columbia
North
Caldwell
McKinney Eldorado
Winnsboro
Wharton
Wadley
College Station
McKinney Redbud
Winnie
Wall Street
Hearne
North Carrolton
Houston Area
Wirt
West
Huntsville
Park Cities
Houston
Madisonville
Plano
Aldine
South Texas Area -
Odessa
Navasota
Plano-West
Alief
Corpus Christi
Grant
New Waverly
Preston Forest
Bellaire
Calallen
Kermit Highway
Rock Prairie
Preston Parker
Beltway
Carmel
Parkway
Southwest Parkway
Preston Royal
Clear Lake
Northwest
Tower Point
Red Oak
Copperfield
Saratoga
San Angelo
Wellborn Road
Richardson
Cypress
Timbergate
College Hills
Richardson-West
Downtown
Water Street
Sherwood Way
Central Texas Area
Rosewood Court
Eastex
Austin
The Colony
Fairfield
Victoria
Wichita Falls
Cedar Park
Tollroad
First Colony
Victoria Main
Cattlemans
Congress
Trinity Mills
Fry Road
Victoria-Navarro
Kell
Lakeway
Turtle Creek
Gessner
Victoria-North
Liberty Hill
West 15th Plano
Gladebrook
Victoria Salem
Other West Texas Area
Northland
West Allen
Grand Parkway
Locations
Oak Hill
Westmoreland
Heights
Other South Texas Area
Big Spring
Research Blvd
Wylie
Highway 6 West
Locations
Big Spring - East
Westlake
Little York
Alice
Brownfield
Fort Worth
Medical Center
Aransas Pass
Brownwood
Other Central Texas Area
Haltom City
Memorial Drive
Bay City
Burkburnett
Locations
Hulen
Northside
Beeville
Byers
Bastrop
Keller
Pasadena
Colony Creek
Cisco
Canyon Lake
Museum Place
Pecan Grove
Cuero
Comanche
Dime Box
Renaissance Square
Pin Oak
East Bernard
Early
Dripping Springs
Roanoke
River Oaks
Edna
Floydada
Elgin
Stockyards
Sugar Land
El Campo
Gorman
Flatonia
SW Medical Center
Goliad
Henrietta
Fredericksburg
Other Dallas/Fort Worth Area
Tanglewood
Gonzales
Levelland
Georgetown
Locations
The Plaza
Hallettsville
Littlefield
Gruene
Arlington
Uptown
Kingsville
Merkel
Horseshoe Bay
Azle
Waugh Drive
Mathis
Plainview
Kingsland
Ennis
Westheimer
Padre Island
Slaton
La Grange
Gainesville
West University
Palacios
Snyder
Lexington
Glen Rose
Woodcreek
Port Lavaca
Marble Falls
Granbury
Portland
Oklahoma
New Braunfels
Grand Prairie
Katy
Rockport
Central Oklahoma Area
Pleasanton
Jacksboro
Cinco Ranch
Sinton
Oklahoma City
Round Rock
Mesquite
Katy-Spring Green
Taft
23rd Street
San Antonio
Muenster
Yoakum
Expressway
Schulenburg
Runaway Bay
The Woodlands
Yorktown
I-240
Seguin
Sanger
The Woodlands-College Park
Memorial
Smithville
Waxahachie
The Woodlands-I-45
West Texas Area
Thorndale
Weatherford
The Woodlands-Research Forest
Abilene
Other Central Oklahoma Area
Weimar
Antilley Road
Locations
East Texas Area
Other Houston Area
Barrow Street
Edmond
Dallas/Fort Worth Area
Athens
Locations
Cypress Street
Norman
Dallas
Blooming Grove
Angleton
Judge Ely
14th Street Plano
Canton
Beaumont
Mockingbird
Tulsa Area
Abrams Centre
Carthage
Cleveland
Tulsa
Addison
Corsicana
Dayton
Amarillo
Garnett
Allen
Crockett
Galveston
Hillside
Harvard
Balch Springs
Eustace
Groves
Soncy
Memorial
Camp Wisdom
Gilmer
Hempstead
Sheridan
Carrollton
Grapeland
Hitchcock
Lubbock
S. Harvard
Cedar Hill
Gun Barrel City
Liberty
4th Street
Utica Tower
Coppell
Jacksonville
Magnolia
66th Street
Yale
East Plano
Kerens
Magnolia Parkway
82nd Street
Frisco
Longview
Mont Belvieu
86th Street
Other Tulsa Area Locations
Frisco Warren
Mount Vernon
Nederland
98th Street
Owasso
Frisco-West
Palestine
Needville
Avenue Q
Garland
Rusk
Rosenberg
Milwaukee
Prosperity Bancshares, Inc.®
Financial Highlights (Unaudited)
(In thousands)
Jun 30, 2025
Mar 31, 2025
Dec 31, 2024
Sep 30, 2024
Jun 30, 2024
Balance Sheet Data (at period end)
Loans held for sale
$
6,004
$
9,764
$
10,690
$
6,113
$
9,951
Loans held for investment
20,903,944
20,909,913
21,057,616
21,146,033
21,229,461
Loans held for investment - Warehouse Purchase Program
1,287,440
1,057,893
1,080,903
1,228,706
1,081,403
Total loans
22,197,388
21,977,570
22,149,209
22,380,852
22,320,815
Investment securities(A)
10,608,104
10,792,731
11,094,424
11,300,756
11,702,139
Federal funds sold
197
221
292
208
234
Allowance for credit losses on loans
(346,084)
(349,101)
(351,805)
(354,397)
(359,852)
Cash and due from banks
1,304,993
1,694,637
1,972,175
2,209,863
1,507,604
Goodwill
3,503,127
3,503,127
3,503,129
3,504,388
3,504,107
Core deposit intangibles, net
58,796
62,406
66,047
70,178
74,324
Other real estate owned
7,874
8,012
5,701
5,757
4,960
Fixed assets, net
374,602
373,273
371,238
373,812
377,394
Other assets
708,355
701,799
756,328
623,903
630,569
Total assets
$
38,417,352
$
38,764,675
$
39,566,738
$
40,115,320
$
39,762,294
Noninterest-bearing deposits
$
9,426,657
$
9,675,915
$
9,798,438
$
9,811,361
$
9,706,505
Interest-bearing deposits
18,046,754
18,350,884
18,582,900
18,276,250
18,226,581
Total deposits
27,473,411
28,026,799
28,381,338
28,087,611
27,933,086
Other borrowings
2,900,000
2,700,000
3,200,000
3,900,000
3,900,000
Securities sold under repurchase agreements
183,572
216,086
221,913
228,896
233,689
Allowance for credit losses on off-balance sheet credit exposures
37,646
37,646
37,646
37,646
37,646
Other liabilities
222,987
267,083
287,346
499,918
374,429
Total liabilities
30,817,616
31,247,614
32,128,243
32,754,071
32,478,850
Shareholders' equity(B)
7,599,736
7,517,061
7,438,495
7,361,249
7,283,444
Total liabilities and equity
$
38,417,352
$
38,764,675
$
39,566,738
$
40,115,320
$
39,762,294
(A)
Includes $(1,657), $(1,374), $(2,056), $(1,070) and $(2,007) in unrealized losses on available for sale securities for the quarterly periods ended June 30, 2025, March 31, 2025, December 31, 2024, September 30, 2024 and June 30, 2024, respectively.
(B)
Includes $(1,309), $(1,085), $(1,624), $(845) and $(1,586) in after-tax unrealized losses on available for sale securities for the quarterly periods ended June 30, 2025, March 31, 2025, December 31, 2024, September 30, 2024 and June 30, 2024, respectively.
Prosperity Bancshares, Inc.®
Financial Highlights (Unaudited)
(In thousands)
Three Months Ended
Year-to-Date
Jun 30,2025
Mar 31,2025
Dec 31,2024
Sep 30,2024
Jun 30,2024
Jun 30,2025
Jun 30,2024
Income Statement Data
Interest income:
Loans
$
325,490
$
319,023
$
333,055
$
337,451
$
336,428
$
644,513
$
642,656
Securities(C)
57,836
57,886
58,260
59,617
62,428
115,722
128,849
Federal funds sold and other earning assets
9,438
15,896
19,630
20,835
14,095
25,334
23,360
Total interest income
392,764
392,805
410,945
417,903
412,951
785,569
794,865
Interest expense:
Deposits
93,790
95,597
102,050
107,758
106,124
189,387
198,816
Other borrowings
30,101
30,492
39,620
46,792
46,282
60,593
95,228
Securities sold under repurchase agreements
1,151
1,334
1,501
1,662
1,759
2,485
3,791
Total interest expense
125,042
127,423
143,171
156,212
154,165
252,465
297,835
Net interest income
267,722
265,382
267,774
261,691
258,786
533,104
497,030
Provision for credit losses
—
—
—
—
9,066
—
9,066
Net interest income after provision for credit losses
267,722
265,382
267,774
261,691
249,720
533,104
487,964
Noninterest income:
Nonsufficient funds (NSF) fees
8,885
9,147
9,960
9,016
8,153
18,032
16,441
Credit card, debit card and ATM card income
9,761
8,739
9,443
9,620
9,384
18,500
18,245
Service charges on deposit accounts
7,645
7,408
6,992
6,664
6,436
15,053
12,842
Trust income
3,859
3,601
3,514
3,479
3,601
7,460
7,757
Mortgage income
965
1,009
779
962
745
1,974
1,355
Brokerage income
1,225
1,262
1,063
1,258
1,186
2,487
2,421
Bank owned life insurance income
1,985
2,115
2,020
2,028
1,885
4,100
3,932
Net gain (loss) on sale or write-down of assets
1,414
(235)
584
3,178
(903)
1,179
(938)
Net gain on sale or write-up of securities
—
—
—
224
10,723
—
11,021
Other noninterest income
7,243
8,255
5,482
4,670
4,793
15,498
11,797
Total noninterest income
42,982
41,301
39,837
41,099
46,003
84,283
84,873
Noninterest expense:
Salaries and benefits
87,296
89,476
88,631
88,367
89,584
176,772
175,355
Net occupancy and equipment
9,168
9,146
8,957
9,291
8,915
18,314
17,538
Credit and debit card, data processing and software amortization
12,056
11,422
12,342
11,985
11,998
23,478
22,973
Regulatory assessments and FDIC insurance
5,508
5,789
5,789
5,726
10,317
11,297
15,855
Core deposit intangibles amortization
3,610
3,641
4,131
4,146
4,156
7,251
7,393
Depreciation
4,779
4,774
4,791
4,741
4,836
9,553
9,522
Communications
3,507
3,473
3,450
3,360
3,485
6,980
6,887
Other real estate expense
204
140
255
12
69
344
256
Net (gain) loss on sale or write-down of other real estate
(222)
(30)
(610)
(97)
31
(252)
(107)
Merger related expenses
—
—
—
63
4,381
—
4,381
Other noninterest expense
12,659
12,470
13,809
12,744
15,070
25,129
28,637
Total noninterest expense
138,565
140,301
141,545
140,338
152,842
278,866
288,690
Income before income taxes
172,139
166,382
166,066
162,452
142,881
338,521
284,147
Provision for income taxes
36,984
36,157
35,990
35,170
31,279
73,141
62,119
Net income available to common shareholders
$
135,155
$
130,225
$
130,076
$
127,282
$
111,602
$
265,380
$
222,028
(C)
Interest income on securities was reduced by net premium amortization of $4,926, $5,027, $5,609, $5,574 and $5,831 for the three months ended June 30, 2025, March 31, 2025, December 31, 2024, September 30, 2024 and June 30, 2024, respectively, and $9,953 and $11,653 for the six months ended June 30, 2025 and 2024, respectively.
Prosperity Bancshares, Inc. ®
Financial Highlights (Unaudited)
(Dollars and share amounts in thousands, except per share data and market prices)
Three Months Ended
Year-to-Date
Jun 30,2025
Mar 31,2025
Dec 31,2024
Sep 30,2024
Jun 30,2024
Jun 30,2025
Jun 30,2024
Profitability
Net income (D) (E)
$
135,155
$
130,225
$
130,076
$
127,282
$
111,602
$
265,380
$
222,028
Basic earnings per share
$
1.42
$
1.37
$
1.37
$
1.34
$
1.17
$
2.79
$
2.34
Diluted earnings per share
$
1.42
$
1.37
$
1.37
$
1.34
$
1.17
$
2.79
$
2.34
Return on average assets (F)(J)
1.41
%
1.34
%
1.31
%
1.28
%
1.12
%
1.37
%
1.13
%
Return on average common equity (F)(J)
7.13
%
6.94
%
7.00
%
6.93
%
6.10
%
7.03
%
6.15
%
Return on average tangible commonequity (F) (G)(J)
13.44
%
13.23
%
13.50
%
13.50
%
11.81
%
13.33
%
11.93
%
Tax equivalent net interest margin (D) (E) (H)
3.18
%
3.14
%
3.05
%
2.95
%
2.94
%
3.16
%
2.87
%
