Prosperity Bancshares Inc., the parent company of Prosperity Bank, and Southwest Bancshares Inc., the parent holding company of Texas Partners Bank, headquartered in San Antonio, Texas, jointly announced the signing of a definitive merger agreement whereby Prosperity will acquire Southwest and Texas Partners.
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 $2.4 billion, total loans of $1.9 billion and total deposits of $2.1 billion.
Under the terms and subject to the conditions of the definitive agreement, Prosperity will issue 4,062,520 shares of Prosperity 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 Merger Agreement. Based on Prosperity's closing price of $65.97 on September 29, 2025, the total consideration was valued at approximately $268.9 million.
Brent Given, Texas Partners Interim Chairman, President and CEO, will join Prosperity Bank as San Antonio Area Chairman, and Tom Moreno, Texas Partners Chief Operating Officer, will have a senior management position in Prosperity Bank's operations. Additional members of Texas Partners management will maintain leadership roles in the combined organization.
In addition, upon completion of the merger, Gene Dawson, Jr., Interim Chairman, President and Chief Executive Officer of Southwest, will join the Board of Directors of Prosperity Bank.
"It has been a pleasure getting to know Gene, Brent, Tom and the management team at Southwest. We look forward to them joining our organization," said David Zalman, Senior Chairman and CEO of Prosperity. "We have wanted to expand our presence in the fast-growing and desirable San Antonio and Hill Country areas and Southwest's locations are an excellent fit. Combined with the American Bank acquisition, we will have 10 banking centers in the San Antonio area, expand into Kerrville and Bandera, Texas and enhance our presence in Austin, Fredericksburg and New Braunfels. The customers of Texas Partners will be able to use any of our locations across Texas and Oklahoma after operational integration."
"For the past 18 years, Texas Partners Bank has proudly served locally-owned businesses, their owners and employees in our fast-growing communities," said Given. "We are excited to join Prosperity Bank, a leading Texas-based financial institution, bringing together the strength and resources of a larger regional bank, while maintaining the local decision-making and personalized service our clients know and trust."
The merger has been unanimously approved by the Boards of Directors of both companies and is expected to close during the first quarter of 2026. The transaction is subject to certain conditions, including approval by Southwest's shareholders and customary regulatory approvals.
Southwest is being advised by Stephens Inc., as financial advisor, and Fenimore Kay Harrison LLP, as legal counsel. Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Prosperity.