Prosperity Bancshares (PB) director reports multiple Jan. 21 share sales

Rhea-AI Filing Summary

Prosperity Bancshares director Ned S. Holmes reported several sales of the company’s common stock dated January 21, 2026. Directly held shares were reduced through open-market sales of 1 share at $72.58 and 499 shares at $74.2895, leaving 83,915 shares held directly.

Additional sales occurred in accounts reported as indirectly owned. A profit sharing plan sold 1 share at $72.58 and 499 shares at $74.3028, with 101,193 shares remaining. A trust for his adult daughter sold 5 shares at $72.41 and 95 shares at $74.3242, with 42,200 shares remaining. Separate indirect holdings with no new transactions were reported as 2,000 shares by spouse, 8,820 shares in a grandchildren’s trust, 3,720 shares by another trust, and 70,070 shares by a limited partnership.

Certain sale prices are stated as weighted averages for trades between $74.02 and $74.75, with detailed breakdowns available on request.

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)
01/21/2026

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	01/21/2026		S		1	D	$72.58	84,414	D
Common Stock	01/21/2026		S		499	D	$74.2895(1)	83,915	D
Common Stock	01/21/2026		S		1	D	$72.58	101,692	I	By profit sharing plan
Common Stock	01/21/2026		S		499	D	$74.3028(2)	101,193	I	By profit sharing plan
Common Stock	01/21/2026		S		5	D	$72.41	42,295	I	As trustee of SSH trust for adult daughter
Common Stock	01/21/2026		S		95	D	$74.3242(2)	42,200	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 $74.02 to $74.75 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) and (2) 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 $74.02 to $74.75 inclusive.

	/s/ Charlotte M. Rasche, Attorney in Fact	01/21/2026
	** 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 activity did Prosperity Bancshares (PB) report for Ned S. Holmes?

Prosperity Bancshares reported that director Ned S. Holmes made multiple open-market sales of common stock on January 21, 2026, involving both directly and indirectly held shares.

How many Prosperity Bancshares (PB) shares does Ned S. Holmes hold directly after the reported transactions?

After the reported January 21, 2026 transactions, Ned S. Holmes directly beneficially owned 83,915 shares of Prosperity Bancshares common stock.

What were the key direct share sales by Ned S. Holmes in Prosperity Bancshares (PB)?

On January 21, 2026, directly held shares sold by Ned S. Holmes included 1 share at $72.58 and 499 shares at $74.2895, all coded as open-market sales.

What indirect Prosperity Bancshares (PB) holdings are associated with Ned S. Holmes?

Indirectly reported holdings include shares by a profit sharing plan, a trust for his adult daughter, his spouse, a grandchildren’s trust, another trust, and a limited partnership, each listed with its own share balance.

How are the reported sale prices for Prosperity Bancshares (PB) shares calculated in this Form 4?

Some sale prices, such as $74.2895, $74.3028, and $74.3242, are disclosed as weighted average prices for multiple trades executed between $74.02 and $74.75.

Does the Form 4 for Prosperity Bancshares (PB) include any derivative securities for Ned S. Holmes?

Table II, which covers derivative securities, shows no derivative transactions reported for Ned S. Holmes in this filing.