[Form 4] Prosperity Bancshares Inc Insider Trading Activity

Rhea-AI Filing Summary

Ned S. Holmes, a director of Prosperity Bancshares, reported multiple share sales on 09/03/2025 under a planned trading program. The Form 4 shows four non-derivative sales totaling 1,100 shares at weighted-average prices in the $68.21–$68.79 range. Post-transaction holdings are disclosed by account: 94,375 shares (direct), 93,915 shares (direct), 111,193 shares (indirect, profit sharing plan), and 44,200 shares (indirect, trustee for SSH trust). The filing indicates the trades were made pursuant to a Rule 10b5-1 plan. The Form 4 is signed by an attorney-in-fact on 09/04/2025.

Positive

• Trades executed under a Rule 10b5-1 plan, indicating a pre-arranged, compliant trading program
• Detailed post-transaction holdings disclosed across direct, profit-sharing and trust accounts

Negative

• Insider sold 1,100 shares on 09/03/2025, which may be viewed negatively by some investors
• Multiple weighted-average sale prices require requester follow-up for per-price breakdowns (footnoted)

Insights

Corporate Governance Expert

TL;DR: Routine director share sales under a 10b5-1 plan, totaling 1,100 shares; appears procedural rather than governance-altering.

The filing documents routine disposition activity by a director with continued substantial direct and indirect holdings across personal, profit-sharing and trust accounts. The presence of a 10b5-1 plan suggests pre-arranged trades, which reduces concerns about opportunistic timing. No leadership changes, related-party transactions or amendments are disclosed, and the aggregate sale size relative to stated holdings does not indicate a change in control or material governance shift.

Securities Analyst

TL;DR: Insider sold 1,100 shares at weighted-average prices near $68.50; sales recorded across multiple accounts with specific post-sale balances.

The Form 4 specifies four sell transactions executed on 09/03/2025 with weighted-average prices between $68.21 and $68.79. Detailed post-transaction share counts are provided for both direct and indirect holdings, including a profit-sharing plan and a trust for an adult beneficiary. The filing contains footnotes explaining the price ranges for the multiple executions. No derivative activity is reported.

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)
09/03/2025

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	09/03/2025		S		40	D	$68.21	94,375	D
Common Stock	09/03/2025		S		460	D	$68.7908(1)	93,915	D
Common Stock	09/03/2025		S		500	D	$68.6534(2)	111,193	I	By profit sharing plan
Common Stock	09/03/2025		S		100	D	$68.6389(3)	44,200	I	As trustee of SSH trust for adult daughter

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 $68.39 to $69.315 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 $68.35 to $69.315 inclusive.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $68.21 to $69.20 inclusive.

	/s/ Charlotte M. Rasche, as Attorney in Fact	09/04/2025
	** 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 did Ned S. Holmes report on Form 4 for Prosperity Bancshares (PB)?

The Form 4 reports four sales on 09/03/2025 totaling 1,100 shares executed at weighted-average prices between $68.21 and $68.79.

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

Yes. The filing includes a checked box indicating the transactions were made pursuant to a Rule 10b5-1 trading plan.

What are the reported post-transaction holdings for the reporting person?

Post-sales holdings reported are 94,375 shares (direct), 93,915 shares (direct), 111,193 shares (indirect, profit-sharing plan), and 44,200 shares (indirect, SSH trust).

Who signed the Form 4 filing for Holmes?

The Form 4 is signed by Charlotte M. Rasche, as Attorney in Fact on 09/04/2025.

Does the Form 4 disclose any derivative transactions for PB by Holmes?

No. Table II for derivative securities shows no entries; only non-derivative common stock sales are reported.