[Form 4] PROSPERITY BANCSHARES INC Insider Trading Activity

Rhea-AI Filing Summary

Ned S. Holmes, a director of Prosperity Bancshares, reported sales of common stock on 10/01/2025. The Form 4 shows three non-derivative dispositions: 500 shares sold at a weighted average price of $66.645, 500 shares sold at a weighted average price of $66.6236, and 100 shares sold at a weighted average price of $66.5917. Post-transaction holdings are reported across direct and indirect accounts, including 91,915 shares directly and several indirect holdings: 109,193 shares in a profit-sharing plan, 43,800 as trustee for an SSH trust, 2,000 by spouse, 8,820 as trustee of a grandchildren's trust, 3,720 by a trust, and 70,070 by a limited partnership. The form was signed on behalf of the reporting person by an attorney-in-fact on 10/02/2025.

Positive

• Timely and detailed disclosure of insider sales including weighted-average prices and explanatory footnotes
• Clear distinction between direct and multiple indirect ownership vehicles, improving transparency
• Signed by attorney-in-fact, indicating formal execution of the filing

Negative

• Insider sold 1,100 shares on 10/01/2025, which reduces the reporting person’s direct holdings
• Footnotes indicate multiple execution prices but the exact number of shares at each price is not listed in the form (available upon request)

Insights

Financial Analyst

TL;DR Insider sold 1,100 shares in multiple transactions at ~ $66.59–$66.78; significant indirect holdings remain.

The reported transactions are non-derivative sales totaling 1,100 shares on 10/01/2025 at weighted average prices disclosed per line. The filing lists a mix of direct and multiple indirect ownership vehicles, indicating the reporting person retains substantial combined ownership across accounts. This is a routine Section 16 disclosure of insider sales; no derivative activity or additional compensatory awards are reported. The weighted-average prices reflect multiple executions within the footnoted ranges; the filer offers to provide per-trade breakdowns on request.

Corporate Governance Expert

TL;DR Director compliance appears complete; sales were executed and disclosed via attorney-in-fact.

The Form 4 is properly executed by an attorney-in-fact and reports specific dispositions with explanatory footnotes about weighted-average pricing and price ranges. The report distinguishes direct versus indirect holdings and identifies the reporting person as a director. There are no amendments or derivative transactions noted. From a governance and compliance standpoint, the filing provides the required transparency on insider activity.

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).

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)
10/01/2025

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	10/01/2025		S		500	D	$66.645(1)	91,915	D
Common Stock	10/01/2025		S		500	D	$66.6236(2)	109,193	I	By profit sharing plan
Common Stock	10/01/2025		S		100	D	$66.5917(3)	43,800	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 $66.42 to $66.78 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 $66.34 to $66.76 inclusive.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $66.235 to $66.78 inclusive.

	/s/ Charlotte M. Rasche, as Attorney in Fact	10/02/2025
	** 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

How many shares did PB director Ned S. Holmes sell on 10/01/2025?

The Form 4 reports dispositions of 500, 500, and 100 common shares, totaling 1,100 shares sold on 10/01/2025.

What prices were the PB shares sold at in the Form 4?

The reported weighted-average prices are $66.645, $66.6236, and $66.5917, with footnotes stating trades occurred within specified ranges.

What are Ned S. Holmes’s reported beneficial holdings after the transactions?

Post-transaction holdings reported include 91,915 shares directly and multiple indirect holdings totaling reported positions such as 109,193 (profit sharing plan) and 43,800 (trustee for SSH trust), among others.

Was the Form 4 properly signed and dated?

Yes. The Form 4 bears a signature by Charlotte M. Rasche as attorney-in-fact dated 10/02/2025.

Are there any derivative transactions reported for PB by this reporting person?

No. Table II for derivative securities shows no transactions or derivative holdings reported.