v3.26.1
Acquisitions
3 Months Ended
Mar. 31, 2026
Business Combination [Abstract]  
Acquisitions

12. ACQUISITIONS

Recent Acquisitions

 

Acquisition of American Bank Holding Corporation — On January 1, 2026, the Company completed the American Merger. American Bank operated 18 banking offices and two 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. The acquisition was not considered significant to the Company’s financial statements and therefore pro forma financial data and related disclosures are not included.

Pursuant to the terms of the definitive agreement, Bancshares issued 4,439,938 shares of its common stock for all outstanding shares of American common stock in the first quarter of 2026. This resulted in goodwill of $185.0 million as of March 31, 2026, which does not include all the subsequent fair value adjustments that have not yet been finalized. Goodwill represents the excess of the total purchase price paid over the fair value of the assets acquired, net of the fair value of liabilities assumed. Additionally, the Company recognized $31.1 million of core deposit intangibles as of March 31, 2026.

 

Acquisition of Southwest Bancshares, Inc. — On February 1, 2026, the Company completed the Southwest Merger. Texas Partners operated 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. The acquisition was not considered significant to the Company’s financial statements and therefore pro forma financial data and related disclosures are not included.

 

Pursuant to the terms of the definitive agreement, Bancshares issued 4,094,974 shares of its common stock for all outstanding shares of Southwest common stock in the first quarter of 2026. This resulted in goodwill of $134.1 million as of March 31, 2026, which does not include all the subsequent fair value adjustments that have not yet been finalized. Additionally, the Company recognized $33.8 million of core deposit intangibles as of March 31, 2026.

Pending Acquisition

Pending Acquisition of Stellar Bancorp, Inc. On January 28, 2026, Bancshares and Stellar Bancorp, Inc. (“Stellar”) jointly announced the signing of an Agreement and Plan of Merger (the “Merger Agreement”), which provides that Stellar, the parent company of Stellar Bank (“Stellar Bank”), will merge with and into Bancshares, and Stellar Bank will merge with and into the Bank. Stellar Bank operates 52 banking offices in greater Houston and Beaumont, Texas and surrounding areas.

 

Under the terms and subject to the conditions of the Merger Agreement, Bancshares will issue 0.3803 shares of its common stock and $11.36 in cash for each outstanding share of Stellar common stock. Based on Bancshares’ closing price of $72.90 on January 27, 2026, the total consideration was valued at approximately $2.002 billion. The Company has received all necessary regulatory approvals for the acquisition of Stellar and Stellar Bank, and the transaction is expected to be completed on or about July 1, 2026, subject to approval by Stellar shareholders and the satisfaction or waiver of other customary closing conditions set forth in the Merger Agreement.