Prosperity Bancshares to Acquire American Bank Holding Corporation in Strategic Merger

Prosperity Bancshares to Acquire American Bank Holding Corporation in Strategic Merger

By USFM•September 30, 2025

Prosperity Bancshares, Inc. has announced its intent to acquire American Bank Holding Corporation in a merger that will significantly reshape the landscape of Texas banking. The deal, valued at approximately $294.24 million, will see ABHC shareholders receive shares of Prosperity common stock, pending approval at a special meeting on November 3, 2025.

In a strategic move to enhance its market presence, Prosperity Bancshares, Inc. is set to acquire American Bank Holding Corporation (ABHC) through a merger agreement finalized on July 17, 2025. This transaction, which will culminate in a special shareholder meeting scheduled for November 3, 2025, seeks to position Prosperity as a more formidable player in the Texas banking sector.

**Transaction Details and Financial Implications** Under the terms of the merger agreement, ABHC will merge into Prosperity with Prosperity as the surviving corporation. Following this, ABHC's wholly owned subsidiary, American Bank, National Association, will merge with Prosperity Bank, the subsidiary of Prosperity. If completed, ABHC's shareholders will collectively receive 4,439,981 shares of Prosperity common stock. This translates to a value of approximately $294.24 million based on Prosperity's closing stock price of $65.97 as of September 29, 2025. However, this number is subject to adjustment based on ABHC's equity capital at the closing date, which must meet a minimum threshold of $173 million.

**Strategic Rationale** The merger is designed to enhance Prosperity's operational scale and customer base, allowing for greater efficiencies and a more competitive offering in the banking industry. With Prosperity shareholders expected to hold approximately 95.5% of the combined entity's common stock post-merger, this acquisition reflects Prosperity's commitment to expanding its footprint in Texas and leveraging ABHC's existing infrastructure and market reach.

**Timeline and Next Steps** The ABHC special meeting is set to take place at 10:00 a.m. Central Time at the Omni Corpus Christi Hotel. Shareholders will vote on the merger agreement, and their approval is crucial for the transaction to proceed. ABHC's board of directors has unanimously recommended that shareholders vote in favor of the merger proposal. The expected timeline for closing the merger will follow the shareholder vote, contingent on regulatory approvals.

**Market Impact** This merger is anticipated to significantly impact stakeholders, including shareholders, employees, and customers. For ABHC shareholders, the transaction provides a path to liquidity in the form of Prosperity common stock, while existing Prosperity shareholders will see their ownership stakes diluted but gain access to new market opportunities. Employees of both organizations may experience shifts in roles or responsibilities as the two entities integrate.

**Regulatory Considerations** The merger is subject to regulatory scrutiny, including necessary approvals from federal and state banking regulators. Compliance with antitrust laws will also be evaluated to ensure the merger does not create unfair competitive advantages.

In conclusion, the merger between Prosperity Bancshares and American Bank Holding Corporation highlights a pivotal shift in Texas banking, promising enhanced resources and capabilities for both institutions and their stakeholders.