Prosperity Bancshares Inc SEC Filings

Prosperity Bancshares and American Bank Holding Corporation (ABHC) have filed an amended S-4 registration/proxy describing a merger in which ABHC shareholders will receive Prosperity common stock (with cash for fractional shares). The S-4 is intended to be effective to obtain the requisite ABHC shareholder vote and, if applicable conditions are met, the transaction is structured to be generally tax-free for U.S. federal income tax purposes for ABHC holders. The merger agreement includes detailed covenants on employee benefits, regulatory approvals, minimum allowance for loan losses (at least 1.05% of Total Loans or $18.4M), voting agreements, and customary closing conditions.

Ned S. Holmes, a director of Prosperity Bancshares, reported multiple open-market sales of the issuer's common stock on 09/24/2025. The Form 4 lists three sale transactions: 500 shares sold at a weighted-average price of $65.2458, 500 shares sold at a weighted-average price of $65.2487, and 100 shares sold at a weighted-average price of $65.2138. Each weighted-average price covers multiple trades within the ranges disclosed in the footnotes. The filing also discloses the reporting person’s remaining reported beneficial holdings and indirect holdings, including direct beneficial ownership and various indirect positions held through a profit-sharing plan, trusts, spouse, and a limited partnership. The form is signed by Charlotte M. Rasche as attorney-in-fact for the reporting person.

Prosperity Bancshares (PB) director Ned S. Holmes reported multiple sales of Common Stock on 09/17/2025. The Form 4 shows a series of dispositions executed that day, described as sales (code S) at weighted average prices ranging from about $64.90 to $66.89 per share. The reported transactions list individual sale lots (e.g., 455, 45, 452, 48, 78 and 22 shares) and indicate that some remaining holdings are held directly while others are held indirectly through a profit sharing plan, trusts and a limited partnership. The filing was signed by an attorney-in-fact on 09/18/2025.

Prosperity Bancshares, Inc. and American Bank Holding Corporation (ABHC) have entered into a merger agreement reflected in this Form S-4/proxy statement. The deal contemplates ABHC shareholders receiving Prosperity common stock as merger consideration with illustrative per-share metrics showing $73.78 and an implied ABHC share value of $329.07 in certain tables. The S-4 is being used to solicit the requisite ABHC shareholder vote, which generally requires the affirmative vote of two-thirds of outstanding ABHC shares entitled to vote. ABHC restricted stock awards will vest, be converted and receive the merger consideration (cash for fractional shares). The filing states the transaction is intended to be tax-free for U.S. federal income tax purposes for ABHC shareholders if certain qualification requirements are met. The parties agreed on employee benefits treatment, including continuation of certain cafeteria and flexible spending account credits, and Prosperity required ABHC to maintain a minimum allowance for loan losses of 1.05% (no less than $18,400,000) on the business day before closing. The S-4 references customary conditions, representations, regulatory approvals, voting and disclosure obligations, voting agreements among certain shareholders and typical merger covenants contained in the attached merger agreement and annexes.

Ned S. Holmes, a director of Prosperity Bancshares, reported sales of 1,100 shares of the issuer's common stock on 09/10/2025. The sales were executed as multiple transactions under a 10b5-1 written plan and consist of two 500-share dispositions and one 100-share disposition at weighted average prices reported around $67.16 to $67.19 per share. The filing lists Holmes's remaining direct and indirect holdings across several accounts and trusts, with specific post-transaction balances reported for each holding category.

Ned S. Holmes, a director of Prosperity Bancshares, reported multiple share sales on 09/03/2025 under a planned trading program. The Form 4 shows four non-derivative sales totaling 1,100 shares at weighted-average prices in the $68.21–$68.79 range. Post-transaction holdings are disclosed by account: 94,375 shares (direct), 93,915 shares (direct), 111,193 shares (indirect, profit sharing plan), and 44,200 shares (indirect, trustee for SSH trust). The filing indicates the trades were made pursuant to a Rule 10b5-1 plan. The Form 4 is signed by an attorney-in-fact on 09/04/2025.

Prosperity Bancshares insider sale disclosure: Ned S. Holmes, a director, reported multiple open-market sales of Prosperity Bancshares Inc. (PB) common stock executed on 08/27/2025 under a written plan intended to satisfy Rule 10b5-1(c). The transactions show four reported dispositions: two blocks of 500 shares each, one block of 96 shares and one block of 4 shares, for a total of 1,100 shares sold. Reported weighted-average prices range roughly from $68.85 to $69.85 per share across the trades, with price ranges noted in footnotes. The Form 4 lists Mr. Holmes27 remaining direct and indirect holdings across accounts including personal, spouse, trusts, a limited partnership and a profit-sharing plan.

Prosperity Bancshares, Inc. (PB) Form 144 notifies a proposed sale of 15,400 common shares through UBS Financial Services on the NYSE with an aggregate market value of $1,064,294. The shares were originally acquired as restricted stock on 09/06/2001 (7,000), 05/22/2001 (7,000) and 12/17/2002 (1,400), matching the 15,400 shares offered for sale. The filing also discloses frequent open-market dispositions by the reporting parties during the prior three months: recurring weekly sales from 05/28/2025 through 08/20/2025 that total 14,300 shares across the filer and related entities. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information.