Prosperity Bancshares (PB) director Ned Holmes sells 1,100 shares, keeps large stake

Rhea-AI Filing Summary

Prosperity Bancshares Inc. director Ned S. Holmes sold a total of 1,100 shares of Common Stock in open-market transactions. The sales on March 11, 2026 included 500 directly held shares at a weighted-average price of $66.0024, 500 shares held through a profit sharing plan at $65.9725, and 100 shares held as trustee of a trust for his adult daughter at $65.9622. Footnotes state the reported prices are weighted averages, with actual trade prices ranging from about $65.65 to $66.65. Following these transactions, Holmes directly holds 80,415 shares and continues to hold additional indirect positions, including 97,693 shares in a profit sharing plan and 41,500 shares as trustee of his daughter’s trust, plus other trust and family holdings.

Insights

Equity analyst

Ned Holmes executed modest open‑market sales while retaining substantial Prosperity Bancshares exposure.

Ned S. Holmes, a director of Prosperity Bancshares Inc., reported open‑market sales totaling 1,100 Common Stock shares on March 11, 2026. The trades used code S, indicating routine market sales rather than option exercises or grants.

The filing shows 500 directly held shares sold at a weighted‑average price of $66.0024, 500 profit‑sharing plan shares at $65.9725, and 100 trust shares for his adult daughter at $65.9622. Footnotes note actual trades occurred in ranges between roughly $65.65 and $66.65.

After these transactions, Holmes still directly owns 80,415 shares and holds sizeable indirect stakes, including 97,693 shares via a profit sharing plan and 41,500 shares as trustee of his daughter’s trust, plus other family and trust holdings. In this context, the 1,100‑share net sale appears relatively small and looks like routine portfolio activity.

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
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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)
03/11/2026

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	03/11/2026		S		500	D	$66.0024(1)	80,415	D
Common Stock	03/11/2026		S		500	D	$65.9725(2)	97,693	I	By profit sharing plan
Common Stock	03/11/2026		S		100	D	$65.9622(3)	41,500	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 $65.74 to $66.65 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 $65.65 to $66.65 inclusive.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $65.66 to $66.51 inclusive.

	/s/ Charlotte M. Rasche, Attorney in Fact	03/11/2026
	** 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 Ned S. Holmes report for PB on this Form 4?

Director Ned S. Holmes reported selling a total of 1,100 shares of Prosperity Bancshares Inc. Common Stock in open‑market transactions on March 11, 2026, spread across direct holdings, a profit sharing plan, and a trust for his adult daughter.

At what prices did Ned S. Holmes sell Prosperity Bancshares (PB) shares?

The reported prices are weighted averages: $66.0024 for 500 directly held shares, $65.9725 for 500 profit sharing plan shares, and $65.9622 for 100 trust shares. Footnotes state individual trades ranged from about $65.65 to $66.65.

How many Prosperity Bancshares (PB) shares does Ned S. Holmes hold after these sales?

After the reported sales, Ned S. Holmes directly owns 80,415 Prosperity Bancshares shares. He also has indirect holdings, including 97,693 shares in a profit sharing plan and 41,500 shares as trustee of a trust for his adult daughter, plus other family and trust positions.

Were the Prosperity Bancshares (PB) insider transactions open‑market sales?

Yes. Each reported transaction uses code S with the description “Sale in open market or private transaction,” indicating open‑market or private sales of Common Stock rather than option exercises, grants, gifts, or tax‑withholding events.

What do the weighted‑average price footnotes mean for the PB Form 4 trades?

The footnotes explain that each reported price is a weighted average across multiple trades. Actual sales occurred in ranges such as $65.74–$66.65, $65.65–$66.65, and $65.66–$66.51, and detailed breakdowns are available on request from the company or SEC staff.

How significant are Ned S. Holmes’ 1,100 PB shares sold relative to his remaining holdings?

The filing shows 1,100 shares sold, while Holmes still holds 80,415 shares directly and large additional indirect positions through a profit sharing plan and various trusts. This scale suggests the reported sales represent a modest portion of his overall Prosperity Bancshares exposure.