PROSPERITY BANCSHARES, INC.® TO ACQUIRE SOUTHWEST BANCSHARES, INC.

Core Viewpoint - Prosperity Bancshares, Inc. has announced a definitive merger agreement to acquire Southwest Bancshares, Inc. and its subsidiary Texas Partners Bank, aiming to expand its presence in Central Texas, particularly in the San Antonio area [1][6]. Company Overview - Prosperity Bancshares, Inc. is a regional financial holding company based in Houston, Texas, with total assets of approximately $38.417 billion as of June 30, 2025 [8]. - Southwest Bancshares, Inc. operates Texas Partners Bank, which has total assets of $2.4 billion, total loans of $1.9 billion, and total deposits of $2.1 billion as of June 30, 2025 [2][11]. Merger Details - Under the merger agreement, Prosperity will issue 4,062,520 shares of its common stock for all outstanding shares of Southwest common stock, valuing the total consideration at approximately $268.9 million based on Prosperity's closing price of $65.97 on September 29, 2025 [3]. - The merger has been unanimously approved by the Boards of Directors of both companies and is expected to close in the first quarter of 2026, pending shareholder and regulatory approvals [6]. Management Integration - Key executives from Texas Partners Bank, including Brent Given and Tom Moreno, will join Prosperity Bank in senior management roles, ensuring continuity in leadership [4][5]. - Gene Dawson, Jr., Interim Chairman and CEO of Southwest, will join the Board of Directors of Prosperity Bank post-merger [5]. Strategic Rationale - The merger is aimed at enhancing Prosperity's footprint in the fast-growing San Antonio and Hill Country areas, with plans to operate ten banking centers in the San Antonio area and expand into additional Texas locations [6]. - Texas Partners Bank's customers will gain access to Prosperity's extensive network across Texas and Oklahoma after operational integration [6].