Prosperity Bancshares (NYSE: PB) director reports 1,100-share stock sale

Rhea-AI Filing Summary

Prosperity Bancshares Inc. director reported open-market sales of a total of 1,100 shares of common stock on 12/17/2025. The transactions, coded "S" for sale, were executed in three blocks of 500, 500 and 100 shares at weighted average prices of $71.9796, $71.9946 and $71.9669. Footnotes explain these are weighted averages for multiple trades with individual prices between $71.225 and $72.21 per share.

After these sales, the director beneficially owns 86,415 shares directly. Indirect holdings include 103,693 shares through a profit sharing plan, 42,700 shares as trustee of a trust for an adult daughter, 2,000 shares held by a spouse, 8,820 shares as trustee of grandchildren's trust, 3,720 shares by another trust and 70,070 shares through a limited partnership.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HOLMES NED S

(Last) (First) (Middle)

80 SUGAR CREEK CENTER BLVD.

(Street)

SUGAR LAND TX 77478

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PROSPERITY BANCSHARES INC [ PB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/17/2025		S		500	D	$71.9796(1)	86,415	D
Common Stock	12/17/2025		S		500	D	$71.9946(2)	103,693	I	By profit sharing plan
Common Stock	12/17/2025		S		100	D	$71.9669(3)	42,700	I	As trustee of SSH trust for adult daughter
Common Stock								2,000	I	By spouse
Common Stock								8,820	I	As trustee of granchildren's trust
Common Stock								3,720	I	By trust
Common Stock								70,070	I	By limited partnership

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The price reported in Column 4 of is a weighted average price. The shares were sold in multiple transactions at prices ranging from $71.49 to $72.18 inclusive. The reporting person undertakes to provide Prosperity Bancshares, any security holder of Prosperity Bancshares or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2) and (3) to this Form 4.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $71.49 to $72.19 inclusive.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $71.225 to $72.21 inclusive.

	/s/ Charlotte M. Rasche, Attorney in Fact	12/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Prosperity Bancshares (PB) report in this Form 4?

A director of Prosperity Bancshares Inc. (PB) reported selling a total of 1,100 shares of common stock in open-market transactions on 12/17/2025. The sales were reported in Table I of the Form 4 as disposition transactions coded "S" for sale.

On what date did the Prosperity Bancshares (PB) director sell the shares?

The Form 4 shows a transaction date of 12/17/2025 for all three reported sales of Prosperity Bancshares common stock by the director.

At what prices were the Prosperity Bancshares (PB) shares sold by the director?

The director's sales were reported at weighted average prices of $71.9796, $71.9946 and $71.9669 per share. Footnotes explain that the underlying trades occurred in multiple transactions with prices ranging from $71.49 to $72.19 for two sales and from $71.225 to $72.21 for the third.

How many Prosperity Bancshares (PB) shares does the director own after the reported sale?

Following the reported transactions, the director beneficially owns 86,415 shares directly. Indirectly, the director is shown as having 103,693 shares through a profit sharing plan, 42,700 shares as trustee of a trust for an adult daughter, 2,000 shares held by a spouse, 8,820 shares as trustee of a grandchildren's trust, 3,720 shares by another trust and 70,070 shares through a limited partnership.

What is the reporting person's relationship to Prosperity Bancshares (PB)?

The Form 4 identifies the reporting person's relationship to Prosperity Bancshares Inc. as a Director. The boxes for 10% owner, officer and other relationships are not marked.

Is this Form 4 for one or multiple reporting persons at Prosperity Bancshares (PB)?

The filing indicates that it is a Form filed by one reporting person, as shown by the checked box in the section for individual or joint/group filing.