— Board approved increase in dividend of 3.45% to $0.60 per share for fourth quarter 2025, representing the 22nd consecutive annual increase, with a compound annual growth rate of 10.7%
— Net income of $137.6 million and earnings per share (diluted) of $1.45 for third quarter 2025
— Net income of $402.9 million, increased 15.4%, and earnings per share (diluted) of $4.23, increased 14.9%, for the nine months ended September 30, 2025 compared with the same period 2024
— Third quarter net interest margin increased 29 basis points to 3.24% compared to 2.95% for third quarter 2024
— Deposits increased $308.7 million during third quarter 2025, or 4.5% annualized
— Noninterest-bearing deposits of $9.5 billion, representing 34.3% of total deposits
— Borrowings decreased $500.0 million during third quarter 2025
— Allowance for credit losses on loans and on off-balance sheet credit exposure of $377.3 million and allowance for credit losses on loans to total loans, excluding Warehouse Purchase Program, of 1.64%(1)
— Nonperforming assets remain low at 0.36% of third quarter average interest-earning assets
— Return (annualized) on third quarter average assets of 1.44% and average tangible common equity of 13.43%(1)
— Announced the signing of a definitive merger agreement with Southwest Bancshares, Inc. headquartered in San Antonio, Texas
— Pending acquisition of American Bank Holding Corporation, Corpus Christi, Texas
Prosperity Bancshares, Inc.® (NYSE: PB) (“Prosperity Bancshares”), the parent company of Prosperity Bank® (collectively, “Prosperity”), reported net income of $137.6 million for the quarter ended September30, 2025, compared with $127.3 million for the same period in 2024. Net income per diluted common share was $1.45 for the quarter ended September30, 2025, compared with $1.34 for the same period in 2024. The annualized return on third quarter average assets was 1.44%. Additionally, deposits increased $308.7 million during the third quarter of 2025. Nonperforming assets remain low at 0.36% of third quarter average interest-earning assets.
“In the third quarter we signed a definitive merger agreement with Southwest Bancshares, Inc., the parent company of Texas Partners Bank headquartered in San Antonio, Texas. We are excited about this transaction as it significantly expands our San Antonio metro footprint with 4 additional branches and increased deposit market share, bolsters our presence in the Texas Hill Country and adds an experienced C&I lending team,” said David Zalman, Prosperity's Senior Chairman and Chief Executive Officer.
“I would also be remiss not to mention how excited we are about our pending merger with American Bank Holding Corporation in Corpus Christi, Texas. The combination will strengthen our presence and operations in South Texas and surrounding areas and enhance our presence in Central Texas, including San Antonio,” continued Zalman.
“I am also pleased to announce that the Board of Directors approved increasing the fourth quarter 2025 dividend to $0.60 per share from $0.58 per share that was paid in the prior four quarters. The increase reflects the continued confidence the Board has in our company and our markets. The compound annual growth rate in dividends declared from 2003 to 2025 was 10.7%. We continue to share our success with our shareholders through the payment of dividends and opportunistic stock repurchases, while also continuing to grow our capital,” stated Zalman.
“As of October 2025, Texas boasts one of the world's strongest and most diverse economies, ranking as the 8th largest globally with a GDP of approximately $2.77 trillion in 2024. The state produces about 9.3% of U.S. GDP and continues to outpace national growth in many metrics. Although the economy is showing some signs of moderation, influenced by factors such as tariffs and immigration policies, we believe Texas remains the best state for business with a pro-business attitude and no state income tax. This is evidenced by major corporations continuing to move their operations to Texas and Oklahoma,” added Zalman.
“As of October 2025, Oklahoma's economy is demonstrating resilience and modest growth, outpacing national averages in key areas such as unemployment and population expansion despite broader U.S. slowdowns from tariffs and policy uncertainties,” continued Zalman.
“I would like to thank our customers, associates, directors and shareholders for their hard work and loyalty. Our fundamentals and resolve have never been stronger to continue to build this successful company,” concluded Zalman.
Results of Operations for the Three Months Ended September30, 2025
Net income was $137.6 million(2) for the three months ended September30, 2025, compared with $127.3 million(3) for the same period in 2024, an increase of $10.3 million or 8.1%. Net income per diluted common share was $1.45 for the three months ended September30, 2025, compared with $1.34 for the same period in 2024, an increase of 8.2%. The changes were primarily due to an increase in net interest income, partially offset by an increase in provision for income taxes. On a linked quarter basis, net income was $137.6 million(2) for the three months ended September30, 2025, compared with $135.2 million(4) for the three months ended June30, 2025, an increase of $2.4 million or 1.8%. Net income per diluted common share was $1.45 for the three months ended September30, 2025, compared with $1.42 for the three months ended June30, 2025. Annualized returns on average assets, average common equity and average tangible common equity for the three months ended September30, 2025, were 1.44%, 7.18% and 13.43%(1), respectively. Prosperity's efficiency ratio (excluding net gains and losses on the sale, write-down or write-up of assets and securities) was 44.06%(1) for the three months ended September30, 2025.
Net interest income before provision for credit losses was $273.4 million for the three months ended September30, 2025, compared with $261.7 million for the same period in 2024, an increase of $11.7 million or 4.5%. 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 balances and average rates on federal funds sold and other earning assets, a decrease in the average balances and average rates on loans and a decrease in loan discount accretion of $2.0 million. Net interest income before provision for credit losses increased $5.7 million or 2.1% to $273.4 million for the three months ended September30, 2025, compared with $267.7 million for the three months ended June30, 2025, primarily due to one extra day during the current quarter and a decrease in the average balances for other borrowings.
The net interest margin on a tax equivalent basis was 3.24% for the three months ended September30, 2025, compared with 2.95% 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 balances and average rates on federal funds sold and other earning assets, a decrease in the average balances and average rates on loans and a decrease in loan discount accretion of $2.0 million. The net interest margin on a tax equivalent basis was 3.24% for the three months ended September30, 2025, compared with 3.18% for the three months ended June30, 2025, primarily due to a decrease in the average balances for other borrowings.
Noninterest income was $41.2 million for the three months ended September 30, 2025, compared with $41.1 million for the same period in 2024. Noninterest income was $41.2 million for the three months ended September30, 2025, compared with $43.0 million for the three months ended June30, 2025, a decrease of $1.7 million. The change was primarily due to a decrease in net gain on sale or write-down of assets.
Noninterest expense was $138.6 million for the three months ended September30, 2025, compared with $140.3 million for the same period in 2024, a decrease of $1.7 million, primarily due to a decrease in other noninterest expense. Noninterest expense was $138.6 million for the three months ended September 30, 2025, and the three months ended June 30, 2025.
Results of Operations for the Nine Months Ended September30, 2025
For the nine months ended September30, 2025, net income was $402.9 million(5) compared with $349.3 million(6) for the same period in 2024, an increase of $53.6 million or 15.4%. Net income per diluted common share was $4.23 for the nine months ended September30, 2025, compared with $3.68 for the same period in 2024, an increase of 14.9%. 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 in net gain on sale or write-up of securities. Returns on average assets, average common equity and average tangible common equity for the nine months ended September 30, 2025, were 1.40%, 7.08% and 13.36%(1), respectively.
Net interest income before provision for credit losses for the nine months ended September 30, 2025, was $806.5 million compared with $758.7 million for the same period in 2024, an increase of $47.8 million or 6.3%. 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 balances on investment securities, a decrease in the average balances and average rates on federal funds sold and other earning assets, a decrease in loan discount accretion of $4.6 million and a decrease in the average balances on loans.
The net interest margin on a tax equivalent basis for the nine months ended September 30, 2025, was 3.19% compared with 2.86% 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 balances on investment securities, a decrease in the average balances and average rates on federal funds sold and other earning assets, a decrease in loan discount accretion of $4.6 million and a decrease in the average balances on loans.
Noninterest income was $125.5 million for the nine months ended September 30, 2025, compared with $126.0 million for the same period in 2024.
Noninterest expense was $417.5 million for the nine months ended September30, 2025, compared with $429.0 million for the same period in 2024, a decrease of $11.5 million or 2.7%, primarily due to decreases in regulatory assessment and FDIC insurance, merger related expenses and other noninterest expense.
Balance Sheet Information
Prosperity had $38.330 billion in total assets at September 30, 2025, compared with $38.417 billion at June 30, 2025, and $40.115 billion at September 30, 2024. The decrease was primarily due to the reduction in borrowings by $1.50 billion from September30, 2024 to September30, 2025.
Loans were $22.028 billion at September30, 2025, a decrease of $169.6 million from $22.197 billion at June30, 2025. Loans decreased $353.1 million from $22.381 billion at September30, 2024.
Loans, excluding Warehouse Purchase Program loans, were $20.750 billion at September30, 2025, compared with $20.910billion at June30, 2025, a decrease of $160.4million, and compared with $21.152 billion at September30, 2024, a decrease of $402.6million.
Deposits were $27.782 billion at September30, 2025, an increase of $308.7 million or 1.1% from $27.473 billion at June30, 2025. Deposits decreased $305.5 million from $28.088 billion at September30, 2024.
Asset Quality
Nonperforming assets totaled $119.6 million or 0.36% of quarterly average interest-earning assets at September30, 2025, compared with $110.5 million or 0.33% of quarterly average interest-earning assets at June30, 2025, and $89.9 million or 0.25% of quarterly average interest-earning assets at September30, 2024, with a significant portion of the balance for each period attributable to acquired loans.
The allowance for credit losses on loans and off-balance sheet credit exposures was $377.3 million at September30, 2025, compared with $383.7 million at June30, 2025, and $392.0 million at September30, 2024. There was no provision for credit losses for the three and nine months ended September30, 2025, compared to no provision for credit losses for the three months ended September 30, 2024, and a $9.1million provision for credit losses for the nine months ended September30, 2024.
The allowance for credit losses on loans was $339.6 million or 1.54% of total loans at September30, 2025, compared with $346.1 million or 1.56% of total loans at June30, 2025, and $354.4 million or 1.58% of total loans at September30, 2024 . Excluding Warehouse Purchase Program loans, the allowance for credit losses on loans to total loans was 1.64%(1) at September30, 2025, compared with 1.66%(1) at June30, 2025, and 1.68%(1) at September30, 2024.
Net charge-offs were $6.5 million for the three months ended September30, 2025, compared with net charge-offs of $3.0 million for the three months ended June30, 2025, and net charge-offs of $5.5 million for the three months ended September30, 2024. For the three months ended September30, 2025, $4.5million of reserves on resolved purchased credit deteriorated (“PCD”) loans without any related charge-offs were released to the general reserve.
Net charge-offs were $12.2 million for the nine months ended September30, 2025, compared with net charge-offs of $12.0 million for the nine months ended September30, 2024. For the nine months ended September30, 2025, $15.0million of reserves on resolved PCD loans without any related charge-offs were released to the general reserve.
Dividend
Prosperity Bancshares declared a fourth quarter 2025 cash dividend of $0.60 per share to be paid on January2, 2026, to all shareholders of record as of December 15, 2025, an increase of $0.02 per share, or 3.45%, from the prior quarter.
Stock Repurchase Program
On January 21, 2025, Prosperity Bancshares announced a stock repurchase program under which up to 5%, or approximately 4.8million shares, of its outstanding common stock may be acquired over a one-year period expiring on January 21, 2026, at the discretion of management. Under its 2025 stock repurchase program, Prosperity Bancshares repurchased 299,318 shares of its common stock at an average weighted price of $66.62 per share during the three and nine months ended September 30, 2025.
Agreement to Acquire Southwest Bancshares, Inc.
On October 1, 2025, Prosperity Bancshares and Southwest Bancshares, Inc. (“Southwest) jointly announced the signing of a definitive merger agreement (the “Prosperity/Southwest Merger Agreement”) whereby Southwest, a Texas corporation and bank holding company of Texas Partners Bank (“Texas Partners”), will merge with and into Prosperity Bancshares and Texas Partners will merge with and into Prosperity Bank. Texas Partners operates 11 banking offices in Central Texas including its main office in San Antonio, and banking offices in the San Antonio area, Austin and the Hill Country.As of June 30, 2025, Southwest, on a consolidated basis, reported total assets of $2.354billion, total loans of $1.890billion and total deposits of $2.129billion.
Under the terms and subject to the conditions of the Prosperity/Southwest Merger Agreement, Prosperity Bancshares will issue 4,062,520 shares of Prosperity Bancshares common stock for all outstanding shares of Southwest common stock and restricted stock awards, subject to certain potential adjustments.Southwest warrants and in-the-money Southwest stock options that are outstanding at the closing will be converted into cash payments based on the value of the merger consideration (less the applicable exercise price), as calculated pursuant to the terms of the Prosperity/Southwest Merger Agreement.Based on Prosperity Bancshares's closing price of $65.97 on September29, 2025, the total consideration was valued at approximately $268.9million. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval by the shareholders of Southwest. The transaction is expected to close during the first quarter of 2026.
Pending Acquisition of 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 “Prosperity/American 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 June 30, 2025, American, on a consolidated basis, reported total assets of $2.553 billion, total loans of $1.798 billion and total deposits of $2.293 billion.
Under the terms and subject to the conditions of the Prosperity/American 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 July16, 2025, the total consideration was valued at approximately $321.5million. 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, October 29, 2025, at 11:30 a.m. Eastern Time (10:30 a.m. Central Time) to discuss Prosperity's third 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 2818776.
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 September30, 2025, Prosperity Bancshares, Inc.® is a $38.330 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.
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Cautionary Notes on Forward-Looking Statements
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This release contains, and the remarks by Prosperity's management on the conference call may contain, statements regarding the proposed transactions between (1) Prosperity Bancshares, Inc. (“Prosperity”) and Southwest Bancshares, Inc. (“Southwest”) and (2) Prosperity and American Bank Holding Corporation (“American”); future financial and operating results; benefits and synergies of the transactions; future opportunities for Prosperity; the issuances of common stock of Prosperity contemplated by the Agreement and Plan of Merger by and between Prosperity and Southwest (the “Prosperity/Southwest Merger Agreement”) and the Agreement and Plan of Merger by and between Prosperity and American (the “Prosperity/American Merger Agreement” and, together with the Prosperity/Southwest Merger Agreement, the “Merger Agreements”); in connection with the proposed transaction between Prosperity and Southwest, the expected filing by Prosperity with the Securities and Exchange Commission (the “SEC”) of a registration statement on Form S-4 (the “Prosperity/Southwest Registration Statement”) and a prospectus of Prosperity and a proxy statement of Southwest to be included therein (the “Prosperity/Southwest Proxy Statement/Prospectus”); in connection with the proposed transaction between Prosperity and American, a registration statement on Form S-4 (the “Prosperity/American Registration Statement” and, together with the Prosperity/Southwest Registration Statement, the “Registration Statements”) and a preliminary prospectus of Prosperity and a proxy statement of American included therein (the “Prosperity/American Proxy Statement/ Prospectus” and, together with the Southwest Proxy Statement/ Prospectus, the “Proxy Statement/ Prospectuses”), which registration statement was filed with the SEC on September 17, 2025, and amended on September 30, 2025; the expected timing of the closing of the proposed transactions; the ability of the parties to complete the proposed transactions 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 transactions between (1) Prosperity and Southwest and (2) Prosperity and American 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, 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); 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, Southwest or 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 transactions may not be fully realized or may take longer than anticipated to be realized, (2) disruption to Prosperity's, Southwest's and American's businesses as a result of the announcements and pendency of the transactions, (3) the risk that the integration of Southwest's and/or American's businesses 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 Southwest's and/or 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 Southwest and/or American, (5) the ability by each of Prosperity, Southwest and/or American to obtain required governmental approvals of the transactions 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 transactions or adversely affect the expected benefits of the transactions, (6) reputational risk and the reaction of each company's customers, suppliers, employees or other business partners to the transactions, (7) the failure of the closing conditions in the applicable Merger Agreements to be satisfied, or any unexpected delay in closing the transactions or the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable Merger Agreements, (8) the dilution caused by the issuances of additional shares of Prosperity's common stock in the transactions, (9) the possibility that the transactions 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 any of the transactions, or against Southwest or 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, Southwest 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, 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 Transactions and Where to Find It
Prosperity intends to file with the SEC the Prosperity/Southwest Registration Statement on Form S-4 to register the shares of Prosperity common stock to be issued to the shareholders of Southwest in connection with Prosperity's and Southwest's proposed transaction. The Prosperity/Southwest Registration Statement will include the Prosperity/Southwest Proxy Statement/Prospectus which will be sent to the shareholders of Southwest in connection with the proposed transaction. This communication is not a substitute for the Prosperity/Southwest Proxy Statement/Prospectus or any other document which Prosperity may file with the SEC. In connection with Prosperity's and American's proposed transaction, Prosperity has filed with the SEC on September 17, 2025 the Prosperity/American Registration Statement on Form S-4, as amended on September 30, 2025, (the “Amended Prosperity/American Registration Statement”) (which Amended Prosperity/American Registration Statement was declared effective by the SEC on September 30, 2025), to register the shares of Prosperity common stock to be issued to the shareholders of American in connection with Prosperity's and American's proposed transaction. The Prosperity/American Proxy Statement/Prospectus will be delivered to shareholders of American. Prosperity may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the Prosperity/American Proxy Statement/Prospectus or Amended Prosperity/American Registration Statement or any other document which Prosperity may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE APPLICABLE REGISTRATION STATEMENT ON FORM S-4, THE APPLICABLE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE APPLICABLE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS OR INCORPORATED BY REFERENCE INTO THE APPLICABLE PROXY/STATEMENT PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PROSPERITY, SOUTHWEST, AMERICAN AND THE APPLICABLE PROPOSED TRANSACTIONS. 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, free of charge, from Prosperity at http://www.prosperitybankusa.com. Copies of the Prosperity/American Proxy Statement/Prospectus (and the Prosperity/Southwest Proxy Statement/Prospectus, when it becomes available), can also be obtained, 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 with respect to the Prosperity/American Proxy Statement/Prospectus, to American Bank Holding Corporation, 800 North Shoreline Boulevard, Corpus Christi, Texas 78401, Attn: Stephen Raffaele, (512) 306-5550 or, with respect to the Prosperity/Southwest Proxy Statement/Prospectus, Southwest Bancshares, Inc., 1900 NW Loop 410, San Antonio, Texas 78213, Attention: Investor Relations, (210) 807-5511, as applicable.
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 $2.6 million, net of tax, primarily comprised of loan discount accretion of $2.9 million for the three months ended September 30, 2025.(3)        Includes purchase accounting adjustments of $4.3 million, net of tax, primarily comprised of loan discount accretion of $4.8 million for the three months ended September 30, 2024.(4)        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.(5)        Includes purchase accounting adjustments of $8.5 million, net of tax, primarily comprised of loan discount accretion of $9.3 million for the nine months ended September 30, 2025.(6)        Includes purchase accounting adjustments of $12.4 million, net of tax, primarily comprised of loan discount accretion of $13.9 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 $11.2 million for the nine months ended September 30, 2024.
Bryan/College Station Area  Grapevine                     Seven Points                   Shadow Creek            North UniversityBryan                       Grapevine Main                Teague                         Spring                  Texas Tech Student UnionBryan-29th Street           Kiest                         Tyler-Beckham                  TomballBryan-East                  Lake Highlands                Tyler-South Broadway           Waller                  MidlandBryan-North                 McKinney                      Tyler-University               West Columbia           NorthCaldwell                    McKinney Eldorado             Winnsboro                      Wharton                 WadleyCollege Station             McKinney Redbud                                              Winnie                  Wall StreetHearne                      North Carrolton               Houston Area                   Wirt                    WestHuntsville                  Park Cities  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       Rosewood Court                EastexAustin                      The Colony                    Fairfield                      Victoria                Wichita FallsCedar Park                  Tollroad                      First Colony                   Victoria Main           CattlemansCongress                    Trinity Mills                 Fry Road                       Victoria-Navarro        KellLakeway                     Turtle Creek                  Gessner                        Victoria-NorthLiberty Hill                West 15th Plano               Gladebrook                     Victoria Salem          Other West Texas AreaNorthland                   West Allen                    Grand Parkway                                          LocationsOak Hill                    Westmoreland                  Heights                        Other South Texas Area  Big SpringResearch Blvd               Wylie                         Highway 6 West                 Locations            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            Stockyards                    Sugar Land                     El Campo                GormanFlatonia                                                  SW Medical Center              Goliad                  HenriettaFredericksburg              Other Dallas/Fort Worth Area  Tanglewood                     Gonzales                LevellandGeorgetown                  Locations                     The Plaza                      Hallettsville           LittlefieldGruene                      Arlington                     Uptown                         Kingsville              MerkelHorseshoe Bay               Azle                          Waugh Drive                    Mathis                  PlainviewKingsland                   Ennis                         Westheimer                     Padre Island            SlatonLa Grange                   Gainesville                   West University                Palacios                SnyderLexington                   Glen Rose              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    West Texas AreaThorndale                   Weatherford                   The Woodlands-Research Forest  Abilene                 Other Central Oklahoma AreaWeimar                                                                                   Antilley Road           Locations                            East Texas Area               Other Houston Area             Barrow Street           EdmondDallas/Fort Worth Area      Athens                        Locations                      Cypress Street          NormanDallas                      Blooming Grove                Angleton                       Judge Ely14th Street Plano           Canton                        Beaumont                       Mockingbird             Tulsa AreaAbrams Centre               Carthage                      Cleveland                                              TulsaAddison                     Corsicana                     Dayton                         Amarillo                GarnettAllen                       Crockett                      Galveston                      Hillside                HarvardBalch Springs               Eustace                       Groves                         Soncy                   MemorialCamp Wisdom                 Gilmer                        Hempstead                                              SheridanCarrollton                  Grapeland                     Hitchcock                      Lubbock                 S. HarvardCedar Hill                  Gun Barrel City               Liberty                        4th Street              Utica TowerCoppell                     Jacksonville                  Magnolia                       66th Street             YaleEast Plano                  Kerens                        Magnolia Parkway               82nd StreetFrisco                      Longview                      Mont Belvieu                   86th Street             Other Tulsa Area LocationsFrisco Warren               Mount Vernon                  Nederland                      110th Street            OwassoFrisco-West                 Palestine                     Needville                      Avenue QGarland                     Rusk                          Rosenberg                      Milwaukee
Prosperity Bancshares, Inc.®Financial Highlights (Unaudited)(In thousands)                                                         Sep 30, 2025        Jun 30, 2025        Mar 31, 2025        Dec 31, 2024        Sep 30, 2024Balance Sheet Data (at period end)Loans held for sale                                      $      11,297       $      6,004        $      9,764        $      10,690       $      6,113Loans held for investment                                       20,738,294          20,903,944          20,909,913          21,057,616          21,146,033Loans held for investment – Warehouse Purchase                  1,278,178           1,287,440           1,057,893           1,080,903           1,228,706ProgramTotal loans                                                     22,027,769          22,197,388          21,977,570          22,149,209          22,380,852Investment securities(A)                                        10,232,462          10,608,104          10,792,731          11,094,424          11,300,756Federal funds sold                                              210                 197                 221                 292                 208Allowance for credit losses on loans                            (339,626)           (346,084)           (349,101)           (351,805)           (354,397)Cash and due from banks                                         1,766,115           1,304,993           1,694,637           1,972,175           2,209,863Goodwill                                                        3,503,127           3,503,127           3,503,127           3,503,129           3,504,388Core deposit intangibles, net                                   55,194              58,796              62,406              66,047              70,178Other real estate owned                                         13,750              7,874               8,012               5,701               5,757Fixed assets, net                                               378,776             374,602             373,273             371,238             373,812Other assets                                                    692,692             708,355             701,799             756,328             623,903Total assets                                             $      38,330,469   $      38,417,352   $      38,764,675   $      39,566,738   $      40,115,320Noninterest-bearing deposits                             $      9,522,028    $      9,426,657    $      9,675,915    $      9,798,438    $      9,811,361Interest-bearing deposits                                       18,260,066          18,046,754          18,350,884          18,582,900          18,276,250Total deposits                                                  27,782,094          27,473,411          28,026,799          28,381,338          28,087,611Other borrowings                                                2,400,000           2,900,000           2,700,000           3,200,000           3,900,000Securities sold under repurchase agreements                     185,797             183,572             216,086             221,913             228,896Allowance for credit losses on off-balance sheet credit         37,646              37,646              37,646              37,646              37,646exposuresOther liabilities                                               259,994             222,987             267,083             287,346             499,918Total liabilities                                               30,665,531          30,817,616          31,247,614          32,128,243          32,754,071Shareholders' equity(B)                                         7,664,938           7,599,736           7,517,061           7,438,495           7,361,249Total liabilities and equity                             $      38,330,469   $      38,417,352   $      38,764,675   $      39,566,738   $      40,115,320
(A) Includes $(1,987), $(1,657), $(1,374), $(2,056) and $(1,070) in unrealized losses on available for sale securities for the quarterly periods ended September 30, 2025, June 30, 2025, March 31, 2025, December 31, 2024 and September 30, 2024 respectively.(B) Includes $(1,570), $(1,309), $(1,085), $(1,624) and $(845) in after-tax unrealized losses on available for sale securities for the quarterly periods ended September 30, 2025, June 30, 2025, March 31, 2025, December 31, 2024 and September 30, 2024, respectively.
Prosperity Bancshares, Inc.®Financial Highlights (Unaudited)(In thousands)                                                       Three Months Ended                                                    Year-to-Date                                                       Sep 30,       Jun 30,       Mar 31,       Dec 31,       Sep 30,       Sep 30,         Sep 30,                                                       2025          2025          2025          2024          2024          2025            2024Income Statement DataInterest income:Loans                                                  $   329,445   $   325,490   $   319,023   $   333,055   $   337,451   $   973,958     $   980,107Securities(C)                                              58,207        57,836        57,886        58,260        59,617        173,929         188,466Federal funds sold and other earning assets                10,455        9,438         15,896        19,630        20,835        35,789          44,195Total interest income                                      398,107       392,764       392,805       410,945       417,903       1,183,676       1,212,768Interest expense:Deposits                                                   95,965        93,790        95,597        102,050       107,758       285,352         306,574Other borrowings                                           27,613        30,101        30,492        39,620        46,792        88,206          142,020Securities sold under repurchase agreements                1,094         1,151         1,334         1,501         1,662         3,579           5,453Total interest expense                                     124,672       125,042       127,423       143,171       156,212       377,137         454,047Net interest income                                        273,435       267,722       265,382       267,774       261,691       806,539         758,721Provision for credit losses                                –             –             –             –             –             –               9,066Net interest income after provision for credit losses      273,435       267,722       265,382       267,774       261,691       806,539         749,655Noninterest income:Nonsufficient funds (NSF) fees                             9,805         8,885         9,147         9,960         9,016         27,837          25,457Credit card, debit card and ATM card income                9,446         9,761         8,739         9,443         9,620         27,946          27,865Service charges on deposit accounts                        7,317         7,645         7,408         6,992         6,664         22,370          19,506Trust income                                               3,526         3,859         3,601         3,514         3,479         10,986          11,236Mortgage income                                            931           965           1,009         779           962           2,905           2,317Brokerage income                                           1,328         1,225         1,262         1,063         1,258         3,815           3,679Bank owned life insurance income                           2,111         1,985         2,115         2,020         2,028         6,211           5,960Net gain (loss) on sale or write-down of assets            3             1,414         (235)         584           3,178         1,182           2,240Net gain on sale or write-up of securities                 –             –             –             –             224           –               11,245Other noninterest income                                   6,771         7,243         8,255         5,482         4,670         22,269          16,467Total noninterest income                                   41,238        42,982        41,301        39,837        41,099        125,521         125,972Noninterest expense:Salaries and benefits                                      87,949        87,296        89,476        88,631        88,367        264,721         263,722Net occupancy and equipment                                9,395         9,168         9,146         8,957         9,291         27,709          26,829Credit and debit card, data processing and                 12,515        12,056        11,422        12,342        11,985        35,993          34,958software amortizationRegulatory assessments and FDIC insurance                  5,198         5,508         5,789         5,789         5,726         16,495          21,581Core deposit intangibles amortization                      3,602         3,610         3,641         4,131         4,146         10,853          11,539Depreciation                                               4,966         4,779         4,774         4,791         4,741         14,519          14,263Communications                                             3,480         3,507         3,473         3,450         3,360         10,460          10,247Other real estate expense                                  314           204           140           255           12            658             268Net (gain) loss on sale or write-down of other             (81)          (222)         (30)          (610)         (97)          (333)           (204)real estateMerger related expenses                                    62            –             –             –             63            62              4,444Other noninterest expense                                  11,235        12,659        12,470        13,809        12,744        36,364          41,381Total noninterest expense                                  138,635       138,565       140,301       141,545       140,338       417,501         429,028Income before income taxes                                 176,038       172,139       166,382       166,066       162,452       514,559         446,599Provision for income taxes                                 38,482        36,984        36,157        35,990        35,170        111,623         97,289Net income available to common shareholders            $   137,556   $   135,155   $   130,225   $   130,076   $   127,282   $   402,936     $   349,310
(C) Interest income on securities was reduced by net premium amortization of $2,877, $4,926, $5,027, $5,609 and $5,574 for the three months ended September 30, 2025, June 30, 2025, March 31, 2025, December 31, 2024 and September 30, 2024, respectively, and $12,830 and $17,227 for the nine months ended September 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                                               Sep 30,         Jun 30,         Mar 31,         Dec 31,         Sep 30,         Sep 30,         Sep 30,                                               2025            2025            2025            2024            2024            2025            2024ProfitabilityNet income (D)(E)                              $   137,556     $   135,155     $   130,225     $   130,076     $   127,282     $   402,936     $   349,310Basic earnings per share                       $   1.45        $   1.42        $   1.37        $   1.37        $   1.34        $   4.23        $   3.68Diluted earnings per share                     $   1.45        $   1.42        $   1.37        $   1.37        $   1.34        $   4.23        $   3.68Return on average assets (F)(J)                    1.44    %       1.41    %       1.34    %       1.31    %       1.28    %       1.40    %       1.16    %Return on average common equity (F)(J)             7.18    %       7.13    %       6.94    %       7.00    %       6.93    %       7.08    %       6.40    %Return on average tangible common                  13.43   %       13.44   %       13.23   %       13.50   %       13.50   %       13.36   %       12.43   %equity(F)(G)(J)Tax equivalent net interest margin (D) (E)(H)      3.24    %       3.18    %       3.14    %       3.05    %       2.95    %       3.19    %       2.86    %Efficiency ratio (G) (I)(K)                        44.06   %       44.80   %       45.71   %       46.10   %       46.87   %       44.85   %       49.25   %Liquidity and Capital RatiosEquity to assets                                   20.00   %       19.78   %       19.39   %       18.80   %       18.35   %       20.00   %       18.35   %Common equity tier 1 capital                       17.53   %       17.10   %       16.92   %       16.42   %       15.84   %       17.53   %       15.84   %Tier 1 risk-based capital                          17.53   %       17.10   %       16.92   %       16.42   %       15.84   %       17.53   %       15.84   %Total risk-based capital                           18.78   %       18.35   %       18.17   %       17.67   %       17.09   %       18.78   %       17.09   %Tier 1 leverage capital                            11.90   %       11.62   %       11.20   %       10.82   %       10.52   %       11.90   %       10.52   %Period end tangible equity to period end           11.81   %       11.58   %       11.23   %       10.75   %       10.36   %       11.81   %       10.36   %tangible assets (G)Other DataWeighted-average shares used in computingearnings per common shareBasic                                              95,093          95,277          95,266          95,264          95,261          95,211          94,912Diluted                                            95,093          95,277          95,266          95,264          95,261          95,211          94,912Period end shares outstanding                      94,993          95,277          95,258          95,275          95,261          94,993          95,261Cash dividends paid per common share           $   0.58        $   0.58        $   0.58        $   0.58        $   0.56        $   1.74        $   1.68Book value per common share                    $   80.69       $   79.76       $   78.91       $   78.07       $   77.27       $   80.69       $   77.27Tangible book value per common share (G)       $   43.23       $   42.38       $   41.48       $   40.61       $   39.75       $   43.23       $   39.75Common Stock Market PriceHigh                                           $   75.44       $   74.56       $   82.75       $   86.76       $   74.87       $   82.75       $   74.87Low                                            $   64.27       $   61.57       $   68.96       $   68.94       $   58.66       $   61.57       $   57.16Period end closing price                       $   66.35       $   70.24       $   71.37       $   75.35       $   72.07       $   66.35       $   72.07Employees – FTE (excluding overtime)               3,937           3,921           3,898           3,916           3,896           3,937           3,896Number of banking centers                          283             283             284             283             287             283             287
(D) Includes purchase accounting adjustments for the periods presented as follows:
                           Three Months Ended                           Year-to-Date                           Sep 30,  Jun 30,  Mar 31,  Dec 31,  Sep 30,  Sep 30,  Sep 30,                           2025     2025     2025     2024     2024     2025     2024Loan discount accretionNon-PCD                    $2,242   $2,486   $2,615   $2,761   $3,616   $7,343   $9,725PCD                        $613     $638     $677     $850     $1,212   $1,928   $4,154Securities net accretion   $395     $409     $705     $528     $555     $1,509   $1,680Time deposits amortization $(1)     $(2)     $(9)     $(21)    $(40)    $(12)    $(133)
(E) Using effective tax rate of 21.9%, 21.5%, 21.7%, 21.7% and 21.6% for the three months ended September 30, 2025, June 30, 2025, March 31, 2025, December 31, 2024 and September 30, 2024, respectively, and 21.7% and 21.8% for the nine months ended September 30, 2025 and 2024, respectively.(F) Interim periods annualized.(G) 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.(H) Net interest margin for all periods presented is based on average balances on an actual 365-day or 366-day basis.(I) Calculated by dividing total noninterest expense, excluding credit loss provisions, by net interest income plus noninterest income, excluding net gains and losses on the sale, write-down or write-up of assets and securities. Additionally, taxes are not part of this calculation.(J) For calculations of the annualized returns on average assets, average common equity and average tangible common equity excluding merger related provision for credit losses, net of tax, merger related expenses, net of tax, FDIC special assessment, net of tax, and net gain on sale or write-up of securities, net of tax 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.(K) For calculations of the efficiency ratio excluding merger related expenses and FDIC special assessment 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.®Financial Highlights (Unaudited)(Dollars in thousands)YIELD ANALYSIS                       Three Months Ended                                     Sep 30, 2025                                Jun 30, 2025                                Sep 30, 2024                                     Average          Interest       Average (L) Average          Interest       Average (L) Average          Interest       Average (L)                                     Balance          Earned/        Yield/      Balance          Earned/        Yield/      Balance          Earned/        Yield/                                                      Interest       Rate                         Interest       Rate                         Interest       Rate                                                      Paid                                        Paid                                        PaidInterest-earning assets:Loans held for sale                  $   8,371        $    140       6.64%       $   9,813        $    166       6.79%       $   7,913        $    137       6.89%Loans held for investment                20,851,896        309,949   5.90%           20,907,400        306,671   5.88%           21,107,139        316,939   5.97%Loans held for investment –              1,217,579         19,356    6.31%           1,179,307         18,653    6.34%           1,114,681         20,375    7.27%Warehouse Purchase ProgramTotal loans                              22,077,846        329,445   5.92%           22,096,520        325,490   5.91%           22,229,733        337,451   6.04%Investment securities                    10,530,807        58,207    2.19%   (M)     10,867,856        57,836    2.13%   (M)     11,612,193        59,617    2.04%   (M)Federal funds sold and other             934,318           10,455    4.44%           841,933           9,438     4.50%           1,531,788         20,835    5.41%earning assetsTotal interest-earning assets            33,542,971        398,107   4.71%           33,806,309        392,764   4.66%           35,373,714        417,903   4.70%Allowance for credit losses on           (343,872)                                   (348,310)                                   (358,237)loansNoninterest-earning assets               4,930,764                                   4,933,215                                   4,873,725Total assets                         $   38,129,863                              $   38,391,214                              $   39,889,202Interest-bearing liabilities:Interest-bearing demand deposits     $   4,656,452    $    8,951     0.76%       $   4,807,864    $    8,859     0.74%       $   4,774,975    $    9,251     0.77%Savings and money market                 8,977,585         46,934    2.07%           8,944,897         45,796    2.05%           8,908,315         49,824    2.23%depositsCertificates and other time              4,422,996         40,080    3.60%           4,366,510         39,135    3.59%           4,564,232         48,683    4.24%depositsOther borrowings                         2,480,435         27,613    4.42%           2,717,583         30,101    4.44%           3,900,000         46,792    4.77%Securities sold under repurchase         187,462           1,094     2.32%           194,577           1,151     2.37%           242,813           1,662     2.72%agreementsTotal interest-bearing liabilities       20,724,930        124,672   2.39%   (N)     21,031,431        125,042   2.38%   (N)     22,390,335        156,212   2.78%   (N)Noninterest-bearing liabilities:Noninterest-bearing demand               9,451,153                                   9,508,845                                   9,680,785depositsAllowance for credit losses on off-      37,646                                      37,646                                      37,646balance sheet credit exposuresOther liabilities                        258,156                                     227,002                                     433,171Total liabilities                        30,471,885                                  30,804,924                                  32,541,937Shareholders' equity                     7,657,978                                   7,586,290                                   7,347,265Total liabilities and                $   38,129,863                              $   38,391,214                              $   39,889,202shareholders' equityNet interest income and margin                        $    273,435   3.23%                        $    267,722   3.18%                        $    261,691   2.94%Non-GAAP to GAAPreconciliation:Tax equivalent adjustment                                  807                                         574                                         808Net interest income and margin                        $    274,242   3.24%                        $    268,296   3.18%                        $    262,499   2.95%(tax equivalent basis)
(L) Annualized and based on an actual 365-day or 366-day basis.(M) Yield on securities was impacted by net premium amortization of $2,877, $4,926, and $5,574 for the three months ended September 30, 2025, June 30, 2025 and September 30, 2024, respectively.(N) Total cost of funds, including noninterest bearing deposits, was 1.64%, 1.64% and 1.94% for the three months ended September 30, 2025, June 30, 2025 and September 30, 2024, respectively.
Prosperity Bancshares, Inc.®Financial Highlights (Unaudited)(Dollars in thousands)YIELD ANALYSIS                                           Year-to-Date                                                         Sep 30, 2025                                  Sep 30, 2024                                                         Average          Interest         Average (O) Average          Interest         Average (O)                                                         Balance          Earned/          Yield/      Balance          Earned/          Yield/                                                                          Interest         Rate                         Interest         Rate                                                                          Paid                                          PaidInterest-earning assets:Loans held for sale                                      $   8,588        $    433         6.74%       $   7,278        $    378         6.94%Loans held for investment                                    20,905,781        921,688     5.89%           21,312,440        928,973     5.82%Loans held for investment – Warehouse Purchase Program       1,092,241         51,837      6.35%           918,172           50,756      7.38%Total loans                                                  22,006,610        973,958     5.92%           22,237,890        980,107     5.89%Investment securities                                        10,803,572        173,929     2.15%   (P)     12,161,391        188,466     2.07%   (P)Federal funds sold and other earning assets                  1,071,293         35,789      4.47%           1,153,335         44,195      5.12%Total interest-earning assets                                33,881,475        1,183,676   4.67%           35,552,616        1,212,768   4.56%Allowance for credit losses on loans                         (347,607)                                     (341,659)Noninterest-earning assets                                   4,955,209                                     4,823,938Total assets                                             $   38,489,077                                $   40,034,895Interest-bearing liabilities:Interest-bearing demand deposits                         $   4,894,289    $    26,829      0.73%       $   4,947,514    $    26,807      0.72%Savings and money market deposits                            8,976,481         138,375     2.06%           9,060,992         147,228     2.17%Certificates and other time deposits                         4,405,329         120,148     3.65%           4,356,700         132,539     4.06%Other borrowings                                             2,657,143         88,206      4.44%           3,960,821         142,020     4.79%Securities sold under repurchase agreements                  199,883           3,579       2.39%           265,878           5,453       2.74%Total interest-bearing liabilities                           21,133,125        377,137     2.39%   (Q)     22,591,905        454,047     2.68%   (Q)Noninterest-bearing liabilities:Noninterest-bearing demand deposits                          9,487,984                                     9,759,927Allowance for credit losses on off-balance sheet credit      37,646                                        36,994exposuresOther liabilities                                            246,408                                       372,060Total liabilities                                            30,905,163                                    32,760,886Shareholders' equity                                         7,583,914                                     7,274,009Total liabilities and shareholders' equity               $   38,489,077                                $   40,034,895Net interest income and margin                                            $    806,539     3.18%                        $    758,721     2.85%Non-GAAP to GAAP reconciliation:Tax equivalent adjustment                                                      1,671                                         2,416Net interest income and margin (tax equivalent basis)                     $    808,210     3.19%                        $    761,137     2.86%
(O) Based on an actual 365-day or 366-day basis.(P) Yield on securities was impacted by net premium amortization of $12,830 and $17,227 for the nine months ended September 30, 2025 and 2024, respectively.(Q) Total cost of funds, including noninterest bearing deposits, was 1.65% and 1.87% for the nine months ended September 30, 2025 and 2024, respectively.
Prosperity Bancshares, Inc.®Financial Highlights (Unaudited)(Dollars in thousands)                                               Three Months Ended                                               Sep 30, 2025     Jun 30, 2025     Mar 31, 2025     Dec 31, 2024     Sep 30, 2024YIELD TREND (R)Interest-Earning Assets:Loans held for sale                                   6.64   %         6.79   %         6.80   %         6.68   %         6.89   %Loans held for investment                             5.90   %         5.88   %         5.90   %         5.93   %         5.97   %Loans held for investment – Warehouse Purchase        6.31   %         6.34   %         6.40   %         6.66   %         7.27   %ProgramTotal loans                                           5.92   %         5.91   %         5.92   %         5.97   %         6.04   %Investment securities (S)                             2.19   %         2.13   %         2.13   %         2.06   %         2.04   %Federal funds sold and other earning assets           4.44   %         4.50   %         4.47   %         4.80   %         5.41   %Total interest-earning assets                         4.71   %         4.66   %         4.64   %         4.66   %         4.70   %Interest-Bearing Liabilities:Interest-bearing demand deposits                      0.76   %         0.74   %         0.70   %         0.70   %         0.77   %Savings and money market deposits                     2.07   %         2.05   %         2.06   %         2.10   %         2.23   %Certificates and other time deposits                  3.60   %         3.59   %         3.75   %         4.06   %         4.24   %Other borrowings                                      4.42   %         4.44   %         4.45   %         4.73   %         4.77   %Securities sold under repurchase agreements           2.32   %         2.37   %         2.48   %         2.58   %         2.72   %Total interest-bearing liabilities                    2.39   %         2.38   %         2.39   %         2.60   %         2.78   %Net Interest Margin                                   3.23   %         3.18   %         3.14   %         3.04   %         2.94   %Net Interest Margin (tax equivalent)                  3.24   %         3.18   %         3.14   %         3.05   %         2.95   %
(R) Annualized and based on average balances on an actual 365-day or 366-day basis.(S) Yield on securities was impacted by net premium amortization of $2,877, $4,926, $5,027, $5,609 and $5,574 for the three months ended September 30, 2025, June 30, 2025, March 31, 2025, December 31, 2024 and September 30, 2024, respectively.
Prosperity Bancshares, Inc.®Financial Highlights (Unaudited)(Dollars in thousands)                                                  Three Months Ended                                                  Sep 30, 2025        Jun 30, 2025        Mar 31, 2025        Dec 31, 2024        Sep 30, 2024Balance Sheet AveragesLoans held for sale                               $      8,371        $      9,813        $      7,570        $      8,571        $      7,913Loans held for investment                                20,851,896          20,907,400          20,959,226          21,038,694          21,107,139Loans held for investment – Warehouse Purchase           1,217,579           1,179,307           876,086             1,137,113           1,114,681ProgramTotal loans                                              22,077,846          22,096,520          21,842,882          22,184,378          22,229,733Investment securities                                    10,530,807          10,867,856          11,017,400          11,265,535          11,612,193Federal funds sold and other earning assets              934,318             841,933             1,443,220           1,628,050           1,531,788Total interest-earning assets                            33,542,971          33,806,309          34,303,502          35,077,963          35,373,714Allowance for credit losses on loans                     (343,872)           (348,310)           (350,715)           (353,560)           (358,237)Cash and due from banks                                  291,809             294,379             326,066             317,420             304,911Goodwill                                                 3,503,127           3,503,127           3,503,128           3,505,030           3,504,300Core deposit intangibles, net                            56,956              60,739              64,293              68,167              72,330Other real estate                                        11,533              8,749               7,105               6,778               5,339Fixed assets, net                                        377,680             374,486             374,448             373,561             375,626Other assets                                             689,659             691,735             729,251             632,040             611,219Total assets                                      $      38,129,863   $      38,391,214   $      38,957,078   $      39,627,399   $      39,889,202Noninterest-bearing deposits                      $      9,451,153    $      9,508,845    $      9,504,540    $      9,829,912    $      9,680,785Interest-bearing demand deposits                         4,656,452           4,807,864           5,224,796           4,845,174           4,774,975Savings and money market deposits                        8,977,585           8,944,897           9,007,286           8,915,410           8,908,315Certificates and other time deposits                     4,422,996           4,366,510           4,426,521           4,552,445           4,564,232Total deposits                                           27,508,186          27,628,116          28,163,143          28,142,941          27,928,307Other borrowings                                         2,480,435           2,717,583           2,776,667           3,332,609           3,900,000Securities sold under repurchase agreements              187,462             194,577             217,945             231,240             242,813Allowance for credit losses on off-balance sheet         37,646              37,646              37,646              37,646              37,646credit exposuresOther liabilities                                        258,156             227,002             255,876             454,298             433,171Shareholders' equity                                     7,657,978           7,586,290           7,505,801           7,428,665           7,347,265Total liabilities and equity                      $      38,129,863   $      38,391,214   $      38,957,078   $      39,627,399   $      39,889,202
Prosperity Bancshares, Inc.®Financial Highlights (Unaudited)(Dollars in thousands)                             Sep 30, 2025              Jun 30, 2025              Mar 31, 2025              Dec 31, 2024              Sep 30, 2024Period End BalancesLoan PortfolioCommercial and industrial    $  1,879,282      8.5  %  $  1,897,117      8.6  %  $  1,915,124      8.7  %  $  1,962,111      8.8  %  $  1,970,844      8.8  %Warehouse purchase              1,278,178      5.8  %     1,287,440      5.8  %     1,057,893      4.8  %     1,080,903      4.9  %     1,228,706      5.5  %programConstruction, land              2,865,279      13.0 %     2,873,238      12.9 %     2,845,082      13.0 %     2,859,281      12.9 %     2,814,521      12.6 %development and otherland loans1-4 family residential          7,461,900      33.9 %     7,530,816      33.9 %     7,576,350      34.5 %     7,581,450      34.2 %     7,557,858      33.8 %Home equity                     848,740        3.9  %     869,370        3.9  %     896,529        4.1  %     906,139        4.1  %     919,676        4.1  %Commercial real estate          5,796,937      26.3 %     5,827,645      26.3 %     5,783,410      26.3 %     5,800,985      26.2 %     5,869,687      26.2 %(includes multi-familyresidential)Agriculture (includes           1,019,589      4.6  %     1,029,250      4.6  %     1,013,960      4.6  %     1,033,546      4.7  %     1,033,224      4.6  %farmland)Consumer and other              366,027        1.7  %     368,747        1.7  %     378,821        1.7  %     378,817        1.7  %     413,548        1.8  %Energy                          511,837        2.3  %     513,765        2.3  %     510,401        2.3  %     545,977        2.5  %     572,788        2.6  %Total loans                  $  22,027,769             $  22,197,388             $  21,977,570             $  22,149,209             $  22,380,852Deposit TypesNoninterest-bearing DDA      $  9,522,028      34.3 %  $  9,426,657      34.3 %  $  9,675,915      34.5 %  $  9,798,438      34.5 %  $  9,811,361      34.9 %Interest-bearing DDA            4,766,146      17.2 %     4,708,251      17.1 %     4,931,769      17.6 %     5,182,035      18.3 %     4,800,758      17.1 %Money market                    6,402,591      23.0 %     6,302,770      23.0 %     6,339,509      22.6 %     6,229,022      21.9 %     6,166,792      22.0 %Savings                         2,616,196      9.4  %     2,667,859      9.7  %     2,703,736      9.7  %     2,685,496      9.5  %     2,707,982      9.6  %Certificates and other time     4,475,133      16.1 %     4,367,874      15.9 %     4,375,870      15.6 %     4,486,347      15.8 %     4,600,718      16.4 %depositsTotal deposits               $  27,782,094             $  27,473,411             $  28,026,799             $  28,381,338             $  28,087,611Loan to Deposit Ratio           79.3       %              80.8       %              78.4       %              78.0       %              79.7       %
Prosperity Bancshares, Inc.®Financial Highlights (Unaudited)(Dollars in thousands)Construction Loans                                        Sep 30, 2025           Jun 30, 2025           Mar 31, 2025           Dec 31, 2024           Sep 30, 2024Single family residential construction  $  665,194     23.2 %  $  696,569     24.2 %  $  727,417     25.6 %  $  778,067     27.2 %  $  836,571     29.7 %Land development                           248,616     8.7  %     227,254     7.9  %     225,784     7.9  %     260,158     9.1  %     256,571     9.1  %Raw land                                   230,021     8.0  %     248,380     8.7  %     261,918     9.2  %     278,892     9.7  %     263,411     9.4  %Residential lots                           203,396     7.1  %     217,835     7.6  %     219,115     7.7  %     209,850     7.3  %     217,920     7.7  %Commercial lots                            59,853      2.1  %     55,176      1.9  %     56,343      2.0  %     59,044      2.1  %     58,472      2.1  %Commercial construction and other          1,459,255   50.9 %     1,428,985   49.7 %     1,355,587   47.6 %     1,274,619   44.6 %     1,183,127   42.0 %Net unaccreted discount                    (1,056)                (961)                  (1,082)                (1,349)                (1,551)Total construction loans                $  2,865,279           $  2,873,238           $  2,845,082           $  2,859,281           $  2,814,521
Non-Owner Occupied Commercial Real Estate Loans by Metropolitan Statistical Area (MSA) as of September 30, 2025                          Houston         Dallas        Austin        OK City       Tulsa        Other (T)        TotalCollateral TypeShopping center/retail    $   328,842     $   230,333   $   122,499   $   15,103    $   12,002   $    319,570     $   1,028,349Commercial and industrial     179,377         103,862       24,433        32,680        12,026        256,858         609,236buildingsOffice buildings              99,991          280,699       68,563        43,802        4,224         94,839          592,118Medical buildings             105,993         16,818        1,642         41,745        26,479        64,595          257,272Apartment buildings           107,677         127,757       64,215        11,115        13,508        209,436         533,708Hotel                         106,613         116,016       30,162        13,349        –             176,330         442,470Other                         170,647         59,768        19,364        5,654         6,868         93,779          356,080Total                     $   1,099,140   $   935,253   $   330,878   $   163,448   $   75,107   $    1,215,407   $   3,819,233  (U)
Acquired Loans                   Non-PCD Loans                                          PCD Loans                                         Total Acquired Loans                   Balance at         Balance at        Balance at        Balance at        Balance at      Balance at      Balance at            Balance at        Balance at                   Acquisition        Jun 30,           Sep 30,           Acquisition       Jun 30,         Sep 30,         Acquisition           Jun 30,           Sep 30,                   Date               2025              2025              Date              2025            2025            Date                  2025              2025Loan marks:Acquired banks (V) $     388,625      $     22,766      $     20,406      $     332,400     $     6,075     $     5,472     $     721,025         $     28,841      $     25,878Acquired portfolioloan balances:Acquired banks (V)       14,323,981         1,786,602         1,609,115         1,376,673         387,143         350,644         15,700,654  (W)       2,173,745         1,959,759Acquired portfolio $     13,935,356   $     1,763,836   $     1,588,709   $     1,044,273   $     381,068   $     345,172   $     14,979,629      $     2,144,904   $     1,933,881loan balances lessloan marks
(T) Includes other MSA and non-MSA regions.(U) Represents a portion of total commercial real estate loans of $5.797 billion as of September 30, 2025.(V) Includes Bank Arlington, American State Bank, Community National Bank, First Federal Bank Texas, Coppermark Bank, First Victoria National Bank, The F&M Bank & Trust Company, Tradition Bank, LegacyTexas Bank, FirstCapital Bank and Lone Star Bank.(W) Actual principal balances acquired.
Prosperity Bancshares, Inc.®Financial Highlights (Unaudited)(Dollars in thousands)                                                    Three Months Ended                                                         Year-to-Date                                                    Sep 30,        Jun 30,        Mar 31,        Dec 31,        Sep 30,        Sep 30,         Sep 30,                                                    2025           2025           2025           2024           2024           2025            2024Asset QualityNonaccrual loans                                    $   105,529    $   102,031    $   73,287     $   73,647     $   83,969     $   105,529     $   83,969Accruing loans 90 or more days past due                 268            576            91             2,189          20             268             20Total nonperforming loans                               105,797        102,607        73,378         75,836         83,989         105,797         83,989Repossessed assets                                      16             6              29             4              177            16              177Other real estate                                       13,750         7,874          8,012          5,701          5,757          13,750          5,757Total nonperforming assets                          $   119,563    $   110,487    $   81,419     $   81,541     $   89,923     $   119,563     $   89,923Nonperforming assets:Commercial and industrial (includes energy)         $   27,880     $   27,680     $   8,966      $   10,080     $   13,642     $   27,880      $   13,642Construction, land development and other land           583            1,859          1,952          4,481          4,053          583             4,053loans1-4 family residential (includes home equity)           57,241         50,501         42,481         44,824         36,660         57,241          36,660Commercial real estate (includes multi-family           11,471         12,865         12,257         18,861         32,803         11,471          32,803residential)Agriculture (includes farmland)                         17,080         17,547         15,725         3,208          2,686          17,080          2,686Consumer and other                                      5,308          35             38             87             79             5,308           79Total                                               $   119,563    $   110,487    $   81,419     $   81,541     $   89,923     $   119,563     $   89,923Number of loans/properties                              424            392            363            368            346            424             346Allowance for credit losses on loans                $   339,626    $   346,084    $   349,101    $   351,805    $   354,397    $   339,626     $   354,397Net charge-offs (recoveries):Commercial and industrial (includes energy)         $   3,341      $   1,044      $   330        $   405        $   3,309      $   4,715       $   6,369Construction, land development and other land           34             (3)            (156)          294            378            (125)           485loans1-4 family residential (includes home equity)           853            342            1,051          180            409            2,246           1,291Commercial real estate (includes multi-family           1,015          55             178            362            258            1,248           (140)residential)Agriculture (includes farmland)                         (40)           (14)           –              5              (116)          (54)            121Consumer and other                                      1,255          1,593          1,301          1,346          1,217          4,149           3,840Total                                               $   6,458      $   3,017      $   2,704      $   2,592      $   5,455      $   12,179      $   11,966Asset Quality RatiosNonperforming assets to average interest-earning        0.36    %      0.33    %      0.24    %      0.23    %      0.25    %      0.35    %       0.25    %assetsNonperforming assets to loans and other real            0.54    %      0.50    %      0.37    %      0.37    %      0.40    %      0.54    %       0.40    %estateNet charge-offs to average loans (annualized)           0.12    %      0.05    %      0.05    %      0.05    %      0.10    %      0.07    %       0.07    %Allowance for credit losses on loans to total loans     1.54    %      1.56    %      1.59    %      1.59    %      1.58    %      1.54    %       1.58    %Allowance for credit losses on loans to total           1.64    %      1.66    %      1.67    %      1.67    %      1.68    %      1.64    %       1.68    %loans, excluding Warehouse Purchase Programloans (G)
Prosperity Bancshares, Inc.® Notes to Selected Financial Data (Unaudited) (Dollars and share amounts in thousands, except per share data)
NOTES TO SELECTED FINANCIAL DATA
Prosperity's management uses certain non-GAAP (generally accepted accounting principles) 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, FDIC special assessment, net of tax, and net gain on 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. In addition, due to the application of purchase accounting, Prosperity uses certain non-GAAP financial measures and ratios that exclude the impact of these items to evaluate its allowance for credit losses to total loans (excluding Warehouse Purchase Program loans). Prosperity has included information below relating to these non-GAAP financial measures for the applicable periods presented.
                                                                                                                                                                                                                                                                                              Three Months Ended                                                                             Year-to-Date                                                                                                                                                                                                                                                                                              Sep 30,            Jun 30,            Mar 31,            Dec 31,            Sep 30,            Sep 30,             Sep 30,                                                                                                                                                                                                                                                                                              2025               2025               2025               2024               2024               2025                2024Reconciliation of diluted earnings per share to diluted earnings per share excluding merger related provision for credit losses, net of tax, merger related expenses, net of tax, FDIC special assessment, net of tax, and net gain on sale or write-up of securities, net of tax:Diluted earnings per share (unadjusted)                                                                                                                                                                                                                                                       $   1.45           $   1.42           $   1.37           $   1.37           $   1.34           $   4.23            $   3.68Net income                                                                                                                                                                                                                                                                                    $   137,556        $   135,155        $   130,225        $   130,076        $   127,282        $   402,936         $   349,310Merger related provision for credit losses, net of tax(X)                                                                                                                                                                                                                                         –                  –                  –                  –                  –                  –                   7,162Merger related expenses, net of tax(X)                                                                                                                                                                                                                                                            49                 –                  –                  –                  50                 49                  3,511FDIC special assessment, net of tax(X)                                                                                                                                                                                                                                                            –                  –                  –                  –                  –                  –                   2,807Net gain on sale or write-up of securities, net of tax(X)                                                                                                                                                                                                                                         –                  –                  –                  –                  (177)              –                   (8,884)Net income excluding merger related provision for credit losses, net of tax, merger related expenses, net of tax, FDIC special assessment, net of tax, and net gain on sale or write-up of securities, net of tax(X):                                                                         $   137,605        $   135,155        $   130,225        $   130,076        $   127,155        $   402,985         $   353,906Weighted average diluted shares outstanding                                                                                                                                                                                                                                                       95,093             95,277             95,266             95,264             95,261             95,211              94,912Merger related provision for credit losses, net of tax, per diluted common share(X)                                                                                                                                                                                                           $   –              $   –              $   –              $   –              $   –              $   –               $   0.08Merger related expenses, net of tax, per diluted common share(X)                                                                                                                                                                                                                              $   –              $   –              $   –              $   –              $   –              $   –               $   0.04FDIC special assessment, net of tax, per diluted common share(X)                                                                                                                                                                                                                              $   –              $   –              $   –              $   –              $   –              $   –               $   0.03Net gain on sale or write-up of securities, net of tax, per diluted common share(X)                                                                                                                                                                                                           $   –              $   –              $   –              $   –              $   –              $   –               $   (0.09)Diluted earnings per share excluding merger related provision for credit losses, net of tax, merger related expenses, net of tax, FDIC special assessment, net of tax, and net gain on sale or write-up of securities, net of tax:(X)                                                         $   1.45           $   1.42           $   1.37           $   1.37           $   1.34           $   4.23            $   3.74Reconciliation of return on average assets to return on average assets excluding merger related provision for credit losses, net of tax, merger related expenses, net of tax, FDIC special assessment, net of tax, and net gain on sale or write-up of securities, net of tax:Return on average assets (unadjusted)                                                                                                                                                                                                                                                             1.44        %      1.41        %      1.34        %      1.31        %      1.28        %      1.40        %       1.16        %Net income excluding merger related provision for credit losses, net of tax, merger related expenses, net of tax, FDIC special assessment, net of tax, and net gain on sale or write-up of securities, net of tax(X):                                                                         $   137,605        $   135,155        $   130,225        $   130,076        $   127,155        $   402,985         $   353,906Average total assets                                                                                                                                                                                                                                                                          $   38,129,863     $   38,391,214     $   38,957,078     $   39,627,399     $   39,889,202     $   38,489,077      $   40,034,895Return on average assets excluding merger related provision for credit losses, net of tax, merger related expenses, net of tax, FDIC special assessment, net of tax, and net gain on sale or write-up of securities, net of tax(F) (X)                                                            1.44        %      1.41        %      1.34        %      1.31        %      1.28        %      1.40        %       1.18        %(X) Calculated assuming a federal tax rate of 21.0%.                                                                                                                                                                                                                                                                                              Three Months Ended                                                                             Year-to-Date                                                                                                                                                                                                                                                                                              Sep 30,            Jun 30,            Mar 31,            Dec 31,            Sep 30,            Sep 30,             Sep 30,                                                                                                                                                                                                                                                                                              2025               2025               2025               2024               2024               2025                2024Reconciliation of return on average common equity to return on average common equity excluding merger related provision for credit losses, net of tax, merger related expenses, net of tax, FDIC special assessment, net of tax, and net gain on sale or write-up of securities, net of tax:Return on average common equity (unadjusted)                                                                                                                                                                                                                                                      7.18        %      7.13        %      6.94        %      7.00        %      6.93        %      7.08        %       6.40        %Net income excluding merger related provision for credit losses, net of tax, merger related expenses, net of tax, FDIC special assessment, net of tax, and net gain on sale or write-up of securities, net of tax(X):                                                                         $   137,605        $   135,155        $   130,225        $   130,076        $   127,155        $   402,985         $   353,906Average shareholders' equity                                                                                                                                                                                                                                                                  $   7,657,978      $   7,586,290      $   7,505,801      $   7,428,665      $   7,347,265      $   7,583,914       $   7,274,009Return on average common equity excluding merger related provision for credit losses, net of tax, merger related expenses, net of tax, FDIC special assessment, net of tax, and net gain on sale or write-up of securities, net of tax(F) (X)                                                     7.19        %      7.13        %      6.94        %      7.00        %      6.92        %      7.08        %       6.49        %Reconciliation of return on average common equity to return on average tangible common equity:Net income                                                                                                                                                                                                                                                                                    $   137,556        $   135,155        $   130,225        $   130,076        $   127,282        $   402,936         $   349,310Average shareholders' equity                                                                                                                                                                                                                                                                  $   7,657,978      $   7,586,290      $   7,505,801      $   7,428,665      $   7,347,265      $   7,583,914       $   7,274,009Less: Average goodwill and other intangible assets                                                                                                                                                                                                                                                (3,560,083)        (3,563,866)        (3,567,421)        (3,573,197)        (3,576,630)        (3,563,763)         (3,526,501)Average tangible shareholders' equity                                                                                                                                                                                                                                                         $   4,097,895      $   4,022,424      $   3,938,380      $   3,855,468      $   3,770,635      $   4,020,151       $   3,747,508Return on average tangible common equity(F)                                                                                                                                                                                                                                                       13.43       %      13.44       %      13.23       %      13.50       %      13.50       %      13.36       %       12.43       %Reconciliation of return on average common equity to return on average tangible common equity excluding merger related provision for credit losses, net of tax, merger related expenses, net of tax, and FDIC special assessment, net of tax:Net income excluding merger related provision for credit losses, net of tax, merger related expenses, net of tax, FDIC special assessment, net of tax, and net gain on sale or write-up of securities, net of tax(X):                                                                         $   137,605        $   135,155        $   130,225        $   130,076        $   127,155        $   402,985         $   353,906Average shareholders' equity                                                                                                                                                                                                                                                                  $   7,657,978      $   7,586,290      $   7,505,801      $   7,428,665      $   7,347,265      $   7,583,914       $   7,274,009Less: Average goodwill and other intangible assets                                                                                                                                                                                                                                                (3,560,083)        (3,563,866)        (3,567,421)        (3,573,197)        (3,576,630)        (3,563,763)         (3,526,501)Average tangible shareholders' equity                                                                                                                                                                                                                                                         $   4,097,895      $   4,022,424      $   3,938,380      $   3,855,468      $   3,770,635      $   4,020,151       $   3,747,508Return on average tangible common equity excluding merger related provision for credit losses, net of tax, merger related expenses, net of tax, FDIC special assessment, net of tax, and net gain on sale or write-up of securities, net of tax(F) (X)                                            13.43       %      13.44       %      13.23       %      13.50       %      13.49       %      13.37       %       12.59       %Reconciliation of book value per share to tangible book value per share:Shareholders' equity                                                                                                                                                                                                                                                                          $   7,664,938      $   7,599,736      $   7,517,061      $   7,438,495      $   7,361,249      $   7,664,938       $   7,361,249Less: Goodwill and other intangible assets                                                                                                                                                                                                                                                        (3,558,321)        (3,561,923)        (3,565,533)        (3,569,176)        (3,574,566)        (3,558,321)         (3,574,566)Tangible shareholders' equity                                                                                                                                                                                                                                                                 $   4,106,617      $   4,037,813      $   3,951,528      $   3,869,319      $   3,786,683      $   4,106,617       $   3,786,683Period end shares outstanding                                                                                                                                                                                                                                                                     94,993             95,277             95,258             95,275             95,261             94,993              95,261Tangible book value per share                                                                                                                                                                                                                                                                 $   43.23          $   42.38          $   41.48          $   40.61          $   39.75          $   43.23           $   39.75                                                                                                                                                                                                                                                                                              Three Months Ended                                                                             Year-to-Date                                                                                                                                                                                                                                                                                              Sep 30,            Jun 30,            Mar 31,            Dec 31,            Sep 30,            Sep 30,             Sep 30,                                                                                                                                                                                                                                                                                              2025               2025               2025               2024               2024               2025                2024Reconciliation of equity to assets ratio to period end tangible equity to period end tangible assets ratio:Tangible shareholders' equity                                                                                                                                                                                                                                                                 $   4,106,617      $   4,037,813      $   3,951,528      $   3,869,319      $   3,786,683      $   4,106,617       $   3,786,683Total assets                                                                                                                                                                                                                                                                                  $   38,330,469     $   38,417,352     $   38,764,675     $   39,566,738     $   40,115,320     $   38,330,469      $   40,115,320Less: Goodwill and other intangible assets                                                                                                                                                                                                                                                        (3,558,321)        (3,561,923)        (3,565,533)        (3,569,176)        (3,574,566)        (3,558,321)         (3,574,566)Tangible assets                                                                                                                                                                                                                                                                               $   34,772,148     $   34,855,429     $   35,199,142     $   35,997,562     $   36,540,754     $   34,772,148      $   36,540,754Period end tangible equity to period end tangible assets ratio                                                                                                                                                                                                                                    11.81       %      11.58       %      11.23       %      10.75       %      10.36       %      11.81       %       10.36       %Reconciliation of allowance for credit losses to total loans to allowance for credit losses on loans to total loans excluding Warehouse Purchase Program:Allowance for credit losses on loans                                                                                                                                                                                                                                                          $   339,626        $   346,084        $   349,101        $   351,805        $   354,397        $   339,626         $   354,397Total loans                                                                                                                                                                                                                                                                                   $   22,027,769     $   22,197,388     $   21,977,570     $   22,149,209     $   22,380,852     $   22,027,769      $   22,380,852Less: Warehouse Purchase Program loans                                                                                                                                                                                                                                                            (1,278,178)        (1,287,440)        (1,057,893)        (1,080,903)        (1,228,706)        (1,278,178)         (1,228,706)Total loans less Warehouse Purchase Program                                                                                                                                                                                                                                                   $   20,749,591     $   20,909,948     $   20,919,677     $   21,068,306     $   21,152,146     $   20,749,591      $   21,152,146Allowance for credit losses on loans to total loans excluding Warehouse Purchase Program                                                                                                                                                                                                          1.64        %      1.66        %      1.67        %      1.67        %      1.68        %      1.64        %       1.68        %Reconciliation of efficiency ratio to efficiency ratio excluding net gains and losses on the sale, write-down or write-up of assets and securities:Noninterest expense                                                                                                                                                                                                                                                                           $   138,635        $   138,565        $   140,301        $   141,545        $   140,338        $   417,501         $   429,028Net interest income                                                                                                                                                                                                                                                                           $   273,435        $   267,722        $   265,382        $   267,774        $   261,691        $   806,539         $   758,721Noninterest income                                                                                                                                                                                                                                                                                41,238             42,982             41,301             39,837             41,099             125,521             125,972Less: net gain (loss) on sale or write-down of assets                                                                                                                                                                                                                                             3                  1,414              (235)              584                3,178              1,182               2,240Less: net gain on sale or write-up of securities                                                                                                                                                                                                                                                  –                  –                  –                  –                  224                –                   11,245Noninterest income excluding net gains and losses on the sale, write-down or write-up of assets and securities                                                                                                                                                                                    41,235             41,568             41,536             39,253             37,697             124,339             112,487Total income excluding net gains and losses on the sale, write-down or write-up of assets and securities                                                                                                                                                                                      $   314,670        $   309,290        $   306,918        $   307,027        $   299,388        $   930,878         $   871,208Efficiency ratio, excluding net gains and losses on the sale, write-down or write-up of assets and securities                                                                                                                                                                                     44.06       %      44.80       %      45.71       %      46.10       %      46.87       %      44.85       %       49.25       %Reconciliation of efficiency ratio to 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:Noninterest expense                                                                                                                                                                                                                                                                           $   138,635        $   138,565        $   140,301        $   141,545        $   140,338        $   417,501         $   429,028Less: merger related expenses                                                                                                                                                                                                                                                                     62                 –                  –                  –                  63                 62                  4,444Less: FDIC special assessment                                                                                                                                                                                                                                                                     –                  –                  –                  –                  –                  –                   3,554Noninterest expense excluding merger related expenses and FDIC special assessment                                                                                                                                                                                                             $   138,573        $   138,565        $   140,301        $   141,545        $   140,275        $   417,439         $   421,030Net interest income                                                                                                                                                                                                                                                                           $   273,435        $   267,722        $   265,382        $   267,774        $   261,691        $   806,539         $   758,721Noninterest income                                                                                                                                                                                                                                                                                41,238             42,982             41,301             39,837             41,099             125,521             125,972Less: net gain (loss) on sale or write down of assets                                                                                                                                                                                                                                             3                  1,414              (235)              584                3,178              1,182               2,240Less: net gain on sale or write-up of securities                                                                                                                                                                                                                                                  –                  –                  –                  –                  224                –                   11,245Noninterest income excluding net gains and losses on the sale, write-down or write-up of assets and securities                                                                                                                                                                                    41,235             41,568             41,536             39,253             37,697             124,339             112,487Total income excluding net gains and losses on the sale, write-down or write-up of assets and securities                                                                                                                                                                                      $   314,670        $   309,290        $   306,918        $   307,027        $   299,388        $   930,878         $   871,208Efficiency 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                                                                                                                                44.04       %      44.80       %      45.71       %      46.10       %      46.85       %      44.84       %       48.33       %
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SOURCE  Prosperity Bancshares, Inc.
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