[Form 4] Prosperity Bancshares Inc Insider Trading Activity

Rhea-AI Filing Summary

Ned S. Holmes, a director of Prosperity Bancshares Inc. (PB), reported three open-market sales totaling 1,100 common shares on 08/13/2025 with weighted-average prices of $67.8771, $67.9165 and $67.906 respectively. After these transactions the filing shows Mr. Holmes directly beneficially owns 95,415 shares and reports multiple indirect holdings: 112,693 shares via a profit sharing plan, 44,500 shares as trustee of an SSH trust for an adult daughter, 2,000 shares held by a spouse, 8,820 shares as trustee for a grandchildren's trust, 3,720 shares by another trust and 70,070 shares held by a limited partnership. Footnotes state the reported prices are weighted averages and provide the price ranges for the underlying multiple trades.

Positive

• Transparent disclosure of weighted-average prices with footnotes and an explicit offer to provide per-trade price breakdowns upon request
• Detailed reporting of both direct (95,415 shares) and multiple indirect holdings (112,693; 44,500; 2,000; 8,820; 3,720; 70,070), improving clarity on economic interests

Negative

• Insider sales reported: three dispositions totaling 1,100 shares (500, 500, 100) on 08/13/2025 at reported weighted-average prices
• Potential perception risk: Director sold shares, which some investors may interpret negatively even though the filing contains full disclosure

Insights

Financial Analyst

TL;DR: Director Ned S. Holmes sold 1,100 PB shares in multiple transactions; holdings remain disclosed across direct and several indirect vehicles.

The Form 4 documents three sales totaling 1,100 shares executed the same day with specific weighted-average prices recorded for each sale line. The filing separates direct ownership (95,415 shares) from several indirect positions, including a 112,693-share profit sharing plan and multiple trusts and partnerships. Footnotes clarify the weighted-average prices reflect multiple executions and provide price ranges. From a trading-data perspective this is a routine insider sale with complete transaction-level disclosure and an offer to provide per-price allocation on request.

Corporate Governance Expert

TL;DR: Disclosure appears compliant and granular; filer offers to supply detailed per-trade pricing information on request.

The filing is signed by an attorney-in-fact and includes explicit footnotes noting that reported prices are weighted averages and that the reporting person will provide full breakdowns of shares sold at each separate price upon request. The report also lists multiple forms of indirect beneficial ownership (profit sharing plan, trusts, limited partnership), which improves transparency about potential conflicts and economic interests. The transaction details and follow-up commitment support strong disclosure practice.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
08/13/2025

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	08/13/2025		S		500	D	$67.8771(1)	95,415	D
Common Stock	08/13/2025		S		500	D	$67.9165(2)	112,693	I	By profit sharing plan
Common Stock	08/13/2025		S		100	D	$67.906(3)	44,500	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 $67.385 to $68.10 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 $67.395 to $68.215 inclusive.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $67.35 to $68.19 inclusive.

	/s/ Charlotte M. Rasche, as Attorney in Fact	08/14/2025
	** 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 trades did PB director Ned S. Holmes report on the Form 4?

He reported three sales on 08/13/2025 totaling 1,100 shares (500, 500, 100) with weighted-average prices of $67.8771, $67.9165 and $67.906.

How many PB shares does Ned S. Holmes beneficially own after the transactions?

Directly beneficial: 95,415 shares. Indirect holdings reported include: 112,693 (profit sharing plan), 44,500 (SSH trust), 2,000 (spouse), 8,820 (grandchildren's trust), 3,720 (trust), and 70,070 (limited partnership).

Are the reported sale prices final or averaged?

The filing reports weighted-average prices for each sale line and footnotes disclose the ranges of execution prices underlying those weighted averages.

Does the Form 4 indicate additional disclosure or follow-up is available?

Yes. Footnotes state the reporting person will provide full information regarding the number of shares sold at each separate price within the disclosed ranges upon request.

Who signed the Form 4 for Ned S. Holmes?

The form is signed by Charlotte M. Rasche as Attorney in Fact for the reporting person on the signature line shown in the filing.