Director Ned S. Holmes trims Prosperity Bancshares (PB) holdings in Form 4

Rhea-AI Filing Summary

Prosperity Bancshares director Ned S. Holmes reported multiple open-market sales of the company’s common stock on February 4, 2026, totaling 1,100 shares across direct and indirect holdings. The reported sales used weighted average prices within ranges from about $71.59 to $73.24 per share.

After these transactions, Holmes held 82,915 shares directly, plus indirect interests including 100,193 shares through a profit sharing plan and 42,000 shares as trustee of a trust for an adult daughter. Additional indirect holdings include shares held by a spouse, grandchildren’s trusts, another trust, and a limited partnership.

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)
02/04/2026

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	02/04/2026		S		169	D	$72.002(1)	83,246	D
Common Stock	02/04/2026		S		331	D	$72.9593(2)	82,915	D
Common Stock	02/04/2026		S		177	D	$72.002(3)	100,516	I	By profit sharing plan
Common Stock	02/04/2026		S		323	D	$72.958(4)	100,193	I	By profit sharing plan
Common Stock	02/04/2026		S		5	D	$70.92	42,095	I	As trustee of SSH trust for adult daughter
Common Stock	02/04/2026		S		55	D	$72.4375(5)	42,040	I	As trustee of SSH trust for adult daughter
Common Stock	02/04/2026		S		40	D	$73.131(6)	42,000	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 $71.59 to $72.42 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) through (6) 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 $72.77 to $73.24 inclusive.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $71.59 to $72.42 inclusive.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $72.79 to $73.24 inclusive.

5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $71.94 to $72.93 inclusive.

6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $73.02 to $73.24 inclusive.

	/s/ Charlotte M. Rasche, Attorney in Fact	02/05/2026
	** 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 PB director Ned S. Holmes report?

Ned S. Holmes, a director of Prosperity Bancshares (PB), reported open-market sales totaling 1,100 common shares on February 4, 2026. These sales were spread across direct holdings, a profit sharing plan, and trusts for family members.

On what date did Ned S. Holmes sell Prosperity Bancshares (PB) stock?

Ned S. Holmes reported selling Prosperity Bancshares common stock on February 4, 2026. All listed transactions in the Form 4 occurred on that date, covering both his direct holdings and various indirect accounts such as a profit sharing plan and family trusts.

At what prices did Ned S. Holmes sell PB shares on February 4, 2026?

The reported sale prices are weighted averages, with individual trades executed in ranges. Depending on the line item, prices spanned from about $71.59 to $73.24 per share, as detailed in six separate explanatory footnotes in the filing.

How many Prosperity Bancshares shares does Ned S. Holmes hold after the reported sales?

After the February 4, 2026 transactions, Holmes held 82,915 shares directly. He also reported indirect holdings, including 100,193 shares via a profit sharing plan, 42,000 shares as trustee for an adult daughter’s trust, plus additional indirect positions via spouse, trusts, and a limited partnership.

What indirect ownership structures are disclosed for Ned S. Holmes in PB stock?

Indirect Prosperity Bancshares holdings for Holmes include shares held by a profit sharing plan, as trustee of a trust for an adult daughter, as trustee of grandchildren’s trusts, through another trust, and by a limited partnership, all listed with separate share counts in the Form 4.

Does the PB Form 4 explain the pricing method for Holmes’ stock sales?

Yes. Footnotes state that the reported prices are weighted averages. For each relevant line, shares were sold in multiple trades within specified price ranges, and Holmes commits to provide detailed trade-level pricing information upon request to investors or regulators.