Stellar Bancorp, Inc. · NYSE:STEL
Stellar Bancorp — Merger or Acquisition (January 2026)
18 slides from Stellar Bancorp's merger presentation, Jan 28, 2026
Slide 1: Prosperity Announces the Acquisition of Stellar Bancorp
Exhibit 99.2 Announces the acquisition of January 28, 2026
Slide 2: Cautionary Note on Forward Looking Statements
Cautionary Note on Forward Looking Statements This presentation contains statements regarding the proposed transaction between Prosperity Bancshares, Inc. (“Prosperity”) and Stellar Bancorp, Inc. (“Stellar”); future financial and operating results; benefits and synergies of the proposed transaction;
Slide 3: Enhances Texas Footprint
Enhances Texas Footprint (1) Pro Forma Snapshot at Estimated Close Pro Forma Texas Branches $54B $33B $42B Assets Loans Deposits 78.9% 9.9% 34% (3) Loans HFI / Deposits TCE / TA NIB Deposits 10.0% 13.6% 14.6% Leverage Ratio CET1 Ratio Total Capital Ratio Transaction Rationale ✓ One of the Best Depos
Slide 4: Bolsters Our Houston Franchise
Bolsters Our Houston Franchise Houston MSA Pro Forma Houston Branch Footprint $344.0 Billion (1) Prosperity Bank (59) Total MSA Deposits Stellar Bank (33) ~8.0M MSA Population ~87K Median Household Income ❖ Houston is the 2nd largest MSA in Texas and 5th largest in the United States by population ❖
Slide 5: Houston & Beaumont MSA Highlights
Houston & Beaumont MSA Highlights Houston Bank Deposit Share Beaumont Bank Deposit Share Deposits Market Share Deposits Market Share Rank Institution (State) No. of Branches ($000) (%) Rank Institution (State) No. of Branches ($000) (%) 1 JPMorgan Chase & Co. (NY) 154 $176,204,522 51.3% Pro Forma 14
Slide 6: Stellar Bancorp, Inc. Among Last Remaining Franchises of Scale in the Houston Region
Stellar Bancorp, Inc. Among Last Remaining Franchises of Scale in the Houston Region Company Overview Q4 2025 Financial Highlights ❖ Stellar Bancorp, Inc. (NYSE: STEL) Balance Sheet Positioning ❖ Created by a merger of equals (announced 2021) $10.8 Billion $7.3 Billion $9.0 Billion ❖ Headquarters in
Slide 7: Best In Class Deposit Franchise
Best In Class Deposit Franchise Pro Forma Company vs the KBW Regional Bank Index NIB Deposits / Total Deposits (%) STEL 38% Pro Forma PB 34% 33% KRX Median: 25% Cost of Deposits (%) STEL KRX Median: 1.98% 1.77 Pro Forma PB 1.46 1.36 Note: Prosperity not shown pro forma for its recently completed acq
Slide 8: Financial Impact
Financial Impact WY. f %
Slide 9: Pro Forma Impact
Pro Forma Impact Earnings and (1) Projected Capital Tangible Book Value 9.2% (7.8%) 13.6% 14.6% 2027 EPS Accretion TBV Dilution CET1 Ratio Total Capital Ratio ~4.5 years 10.0% 9.9% TBV Earnback Leverage Ratio TCE / TA Profitability Deposit Footprint 1.58% 17.1% #1 #2 2027 2027 Deposit Franchise Depo
Slide 10: Deal Overview
Deal Overview • Stellar Bancorp, Inc. to merge into Prosperity Bancshares, Inc.; Stellar Bank to merge into Prosperity Bank Transaction Structure • Approximately 70% stock / 30% cash consideration • $11.36 in cash and 0.3803 PB common shares for each STEL common share; fixed exchange ratio • Implied
Slide 11: Financial Assumptions
Financial Assumptions • Prosperity Bancshares, Inc. 2026 estimates per Prosperity Management and 2027 estimates per Consensus Estimates Earnings Projections • Stellar Bancorp, Inc. 2026 and 2027 estimates per Stellar Management • 2026: $113mm | 2027: $126mm • Cost savings estimated at 35.0% of STEL
Slide 12: Total Shareholder Return
Total Shareholder Return Total shareholder return driven by our organic growth and successful M&A strategy. Prosperity has completed 31 M&A transactions since 2000 and announced two additional transactions that are now pending. Commercial Bancshares, Inc. Liberty Bank The Bank Arlington First Bancsh
Slide 13: Appendix
Appendix Nan f %
Slide 14: Pro Forma Loans & Deposits
Pro Forma Loans & Deposits $0.1 $1.0 $1.3 1% $1.3 4% Loan Portfolio 5% 6% $1.0 ($ in Billions) $1.9 $3.3 $1.1 5% $0.1 $1.5 8% $1.7 33% 16% 2% 20% $1.7 6% Key: 8% Commercial & Industrial $5.8 Pro 26% Commercial Real Estate $8.6 $10.3 Forma 29% 35% Construction $7.4 1-4 Family 34% $2.7 $4.5 $2.9 13% C
Slide 15: Pro Forma Adjustments
Pro Forma Adjustments Tangible Book Value Per Share Reconciliation Goodwill Reconciliation Dollar values and share counts in millions, except per share amounts Dollar values in millions Prosperity TBV per Share at Closing (6/30/2026) $43.69 Aggregate Deal Value $2,002 Prosperity Common Equity at Clo
Slide 16: Pro Forma Adjustments (cont.)
Pro Forma Adjustments (cont.) 2027E Earnings per Share Reconciliation Dollar values in millions, except per share amounts 2027E Earnings per Share Reconciliation Prosperity Net Income (Consensus) $683 Stellar Net Income (Internal Management Estimate) 126 After-Tax Transaction Adjustments Cost Saving
Slide 17: Important Information
Important Information Additional Information about the Transaction and Where to Find It Prosperity intends to file with the SEC the Registration Statement on Form S-4 to register the shares of Prosperity common stock to be issued to the shareholders of Stellar in connection with the proposed transac
Slide 18: Greet The Customer With A Smile
Greet The Customer With A Smile Address Our Customer By Name Try to Say Yes Instead of No Thank the Customer for Banking With Us
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