[Form 4] Prosperity Bancshares Inc Insider Trading Activity

Rhea-AI Filing Summary

Ned S. Holmes, a director of Prosperity Bancshares, reported sales of 1,100 shares of the issuer's common stock on 09/10/2025. The sales were executed as multiple transactions under a 10b5-1 written plan and consist of two 500-share dispositions and one 100-share disposition at weighted average prices reported around $67.16 to $67.19 per share. The filing lists Holmes's remaining direct and indirect holdings across several accounts and trusts, with specific post-transaction balances reported for each holding category.

Positive

• Sales conducted under a 10b5-1 written plan, indicating pre-planned transactions intended to provide an affirmative defense to insider trading allegations
• Detailed disclosure of direct and indirect holdings across profit-sharing plans, trusts, spouse holdings, and a limited partnership, improving transparency

Negative

• Insider disposed of 1,100 shares in multiple transactions, representing a reduction in beneficial ownership
• Sales executed at prices as low as $66.81 (range reported), which realized proceeds below the highest reported transaction price

Insights

Securities Analyst

TL;DR: Routine insider sales under a 10b5-1 plan; transaction size is modest relative to the detailed holdings disclosed.

The Form 4 discloses 1,100 common shares sold in multiple transactions at weighted average prices in the $66.81 to $67.40 range, executed under a pre-established 10b5-1 plan. The filing provides detailed post-transaction beneficial ownership by direct and indirect holdings across profit-sharing plans, trusts, spouse holdings, and partnerships. There is no disclosure of option exercises or derivative activity. From a market-impact perspective, these appear to be routine liquidity sales rather than signaling material corporate developments.

Corporate Governance Expert

TL;DR: Governance-wise, use of a 10b5-1 plan and clear categorization of indirect holdings align with standard disclosure practices.

The reporting shows the director checked the box indicating transactions were made pursuant to a 10b5-1 plan, which supports an affirmative defense to insider trading concerns when properly adopted. The Form 4 enumerates direct and multiple indirect ownership vehicles, including trusts and a profit-sharing plan, which helps clarify control and potential conflicts. The filing is signed via attorney in fact, consistent with delegated execution practices.

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)
09/10/2025

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	09/10/2025		S		500	D	$67.188(1)	93,415	D
Common Stock	09/10/2025		S		500	D	$67.1883(2)	110,693	I	By profit sharing plan
Common Stock	09/10/2025		S		100	D	$67.1626(3)	44,100	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 $66.98 to $67.40 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 $67.01 to $67.40 inclusive.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $66.81 to $67.40 inclusive.

	/s/ Charlotte M. Rasche, as Attorney in Fact	09/10/2025
	** 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 transactions did Ned S. Holmes report for Prosperity Bancshares (PB)?

Ned S. Holmes reported sales of 1,100 common shares on 09/10/2025 executed in multiple transactions under a 10b5-1 plan.

Were the sales by Ned S. Holmes part of a pre-arranged plan?

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

At what prices were the shares sold in the Form 4?

Weighted average prices were reported around $67.16 to $67.19 per share, with underlying transaction price ranges noted from $66.81 to $67.40.

How many shares were sold in each reported transaction?

Two sales of 500 shares and one sale of 100 shares were reported, totaling 1,100 shares disposed.

Does the filing show Holmes' remaining holdings after the sales?

Yes. The Form 4 lists post-transaction beneficial ownership amounts across direct and indirect accounts and trusts for the reporting person.