[Form 4] Prosperity Bancshares Inc Insider Trading Activity

Rhea-AI Filing Summary

Prosperity Bancshares (PB) director Ned S. Holmes reported multiple open-market sales of Common Stock on 08/20/2025. The Form 4 shows three separate sale entries totaling 1,100 shares sold (500, 500 and 100) at weighted-average prices in the $67.16–$67.62 range, with the reported weighted-average prices of $67.3529, $67.3606 and $67.3358. The filing indicates the sales were made pursuant to a 10b5-1 trading plan. The report also lists various beneficial holdings remaining after the transactions, including direct and indirect holdings by spouse, trusts, a limited partnership and a profit-sharing plan.

Positive

• Transaction executed pursuant to a 10b5-1 trading plan, indicating pre-arranged compliance with Rule 10b5-1(c).
• Detailed beneficial ownership breakdown provided, including direct and indirect holdings (spouse, trusts, profit-sharing plan, limited partnership).
• Filing includes explanatory footnotes clarifying that reported prices are weighted averages from multiple executions.

Negative

• Insider sales totaling 1,100 shares on 08/20/2025 may be viewed negatively by some investors depending on context.
• Weighted-average sale prices disclosed but the exact number of shares sold at each individual price is not listed in the table (footnotes offer to provide on request).

Insights

Securities Analyst

TL;DR: A director executed small open-market sales under a 10b5-1 plan; filings show post-sale beneficial holdings across family and trust accounts.

The filing documents routine disposition activity by a director totaling 1,100 shares on 08/20/2025 at weighted-average prices reported in the footnotes. The director checked the box indicating the transactions were made pursuant to a 10b5-1(c) plan, which is a compliance mechanism intended to provide an affirmative defense for scheduled trading. The Form 4 lists detailed ownership breakdowns following the transactions, including holdings reported directly and indirectly (spouse, trustee positions, profit-sharing plan and limited partnership). From an investor-disclosure perspective, the filing is complete and includes footnotes clarifying that the prices are weighted averages from multiple executions.

Corporate Governance Expert

TL;DR: Disclosure is clear and compliant; sales were executed under a pre-arranged plan and ownership details are itemized.

The Form 4 appears to comply with Section 16 reporting requirements: it identifies the reporting person as a director, indicates the transaction date of 08/20/2025, and includes explanatory footnotes about weighted-average sale prices and multiple executions. The filing specifies the nature of indirect ownership for several holdings (spouse, trusts, profit-sharing plan) which aids transparency. No derivative transactions were reported. The signature is provided by an attorney-in-fact, consistent with filing procedures.

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)
08/20/2025

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	08/20/2025		S		500	D	$67.3529(1)	94,915	D
Common Stock	08/20/2025		S		500	D	$67.3606(2)	112,193	I	By profit sharing plan
Common Stock	08/20/2025		S		100	D	$67.3358(3)	44,400	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 $67.24 to $67.615 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 $67.195 to $67.615 inclusive.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $67.155 to $67.485 inclusive.

	/s/ Charlotte M. Rasche, as Attorney in Fact	08/21/2025
	** 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 transactions did PB director Ned S. Holmes report on 08/20/2025?

The Form 4 shows Ned S. Holmes sold 500, 500 and 100 shares (total 1,100 shares) on 08/20/2025 at weighted-average prices of $67.3529, $67.3606 and $67.3358, respectively.

Were the PB sales executed under a 10b5-1 trading plan?

Yes. The filer checked the box indicating the transactions were made pursuant to a 10b5-1(c) written plan.

What beneficial ownership does the Form 4 show after these transactions?

The filing lists remaining beneficial ownership across multiple accounts: direct holdings and indirect holdings via spouse, trusts, a profit-sharing plan, and a limited partnership; specific post-transaction totals are included in the Form 4.

Does the Form 4 report any derivative transactions for PB?

No. Table II (derivative securities) contains no reported transactions or holdings in this filing.

Who signed the Form 4 for Ned S. Holmes?

The Form 4 is signed by Charlotte M. Rasche, as Attorney in Fact, with a signature date of 08/21/2025.