Director Ned S. Holmes trims Prosperity Bancshares (PB) stake with 1,100-share sale

Rhea-AI Filing Summary

Prosperity Bancshares Inc. director Ned S. Holmes reported selling 1,100 shares of common stock in open-market transactions. The sales on February 18, 2026 included 500 directly held shares at weighted-average prices around $73.62, plus additional sales from a profit sharing plan and a trust for his adult daughter.

After these transactions, Holmes reports continued direct ownership of 81,915 shares, and indirect holdings through various vehicles, including 99,193 shares in a profit sharing plan, 41,800 shares as trustee for an adult daughter, and additional stakes held by his spouse, grandchildren's trust, 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

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)
02/18/2026

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	02/18/2026		S		500	D	$73.6191(1)	81,915	D
Common Stock	02/18/2026		S		500	D	$73.6(2)	99,193	I	By profit sharing plan
Common Stock	02/18/2026		S		5	D	$72.61	41,895	I	As trustee of SSH trust for adult daughter
Common Stock	02/18/2026		S		95	D	$73.6(3)	41,800	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 $73.00 to $73.96 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 $73.00 to $73.96 inclusive.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $73.42 to $73.74 inclusive.

	/s/ Charlotte M. Rasche, Attorney in Fact	02/18/2026
	** 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 Prosperity Bancshares (PB)?

Ned S. Holmes reported selling 1,100 shares of Prosperity Bancshares common stock in open-market transactions on February 18, 2026. The filing shows multiple sale entries, including direct holdings and indirect positions through 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 sale prices are weighted averages around $73 per share. Individual transactions include 500 shares at $73.6191, 500 shares at $73.6000, and additional trust-related sales, with footnotes noting ranges from $73.00 to $73.96 and from $73.42 to $73.74 per share.

How many Prosperity Bancshares (PB) shares does Ned S. Holmes own directly after the sale?

After the reported sales, Ned S. Holmes directly owns 81,915 shares of Prosperity Bancshares common stock. This direct position is separate from his various indirect holdings, which include shares held in a profit sharing plan, family trusts, a limited partnership, and by his spouse.

What indirect Prosperity Bancshares (PB) holdings does Ned S. Holmes report?

Holmes reports several indirect holdings: 99,193 shares through a profit sharing plan, 41,800 shares as trustee of a trust for his adult daughter, 2,000 shares held by his spouse, 8,820 shares as trustee of a grandchildren's trust, 3,720 shares by another trust, and 70,070 by a limited partnership.

What does the Form 4 weighted-average price disclosure for PB indicate?

The footnotes state the reported prices are weighted averages for multiple trades. Shares were sold in transactions within ranges from $73.00 to $73.96 and from $73.42 to $73.74 per share, and detailed breakdowns are available upon request to Prosperity Bancshares or the SEC staff.