Prosperity Bancshares (PB) director-linked entities sell 1,100 common shares

Rhea-AI Filing Summary

Prosperity Bancshares director Ned S. Holmes reported indirect and direct sales of 1,100 shares of Common Stock. The transactions on 2026-06-24 were open‑market sales by entities associated with him, including a trust for his adult daughter, a profit sharing plan, and his direct holdings.

One sale of 100 shares held as trustee for an adult daughter’s trust was executed at a weighted average price of $72.7400 per share, leaving 40,000 shares in that trust. A profit sharing plan sold 500 shares at a weighted average price of $72.7205 per share, with 90,193 shares remaining. Holmes also sold 500 shares from his direct holdings at a weighted average price of $72.7258 per share, retaining 74,615 shares directly.

Insights

Bank equity analyst

Director-linked entities sold 1,100 Prosperity Bancshares shares while retaining large positions.

The filing shows Ned S. Holmes, a director of Prosperity Bancshares, overseeing open‑market sales totaling 1,100 common shares on 2026-06-24. These occurred through a trust for an adult daughter, a profit sharing plan, and his own direct account at weighted average prices around $72.7 per share.

After the sales, the entities still hold sizable stakes, including 40,000 shares in the adult daughter’s trust, 90,193 shares in the profit sharing plan, and 74,615 shares directly. With no derivative exercises or gifts and a modest net‑sell volume, this looks like routine portfolio activity rather than a transformational change in insider ownership.

Insider Trade Summary 10b5-1

Net Seller: 1,100 shares ($79,997)

Net Sell 7 txns

Insider HOLMES NED S

Role null

Sold 1,100 shs ($80K)

Type	Security	Shares	Price	Value
Sale	Common Stock	500	$72.7258	$36K
Sale	Common Stock	500	$72.7205	$36K
Sale	Common Stock	100	$72.74	$7K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 74,615 shares (Direct, null); Common Stock — 90,193 shares (Indirect, By profit sharing plan)

Footnotes (1)

1. The price reported in Column 4 of is a weighted average price. The shares were sold in multiple transactions at prices ranging from $72.53 to $72.995 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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $72.53 to $72.97 inclusive. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $72.475 to $73.11 inclusive.

Key Figures

Total shares sold: 1,100 shares Sale price (daughter’s trust): $72.7400/share Sale price (profit sharing plan): $72.7205/share +4 more

7 metrics

Total shares sold 1,100 shares Net open-market sales on June 24, 2026

Sale price (daughter’s trust) $72.7400/share Weighted average price for 100 shares sold

Sale price (profit sharing plan) $72.7205/share Weighted average price for 500 shares sold

Sale price (direct holding) $72.7258/share Weighted average price for 500 shares sold

Shares after sale (adult daughter’s trust) 40,000 shares Indirect holding as trustee following transaction

Shares after sale (profit sharing plan) 90,193 shares Indirect holding by profit sharing plan after sale

Shares after sale (direct) 74,615 shares Direct ownership following 500-share sale

Key Terms

open-market sale, weighted average price, profit sharing plan, limited partnership, +1 more

5 terms

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

profit sharing plan financial

"nature_of_ownership": "By profit sharing plan""

limited partnership financial

"nature_of_ownership": "By limited partnership""

A limited partnership is a legal business structure with two types of partners: at least one general partner who runs the business and bears full legal responsibility, and one or more limited partners who contribute money, share profits, and have liability capped at their investment. For investors, it matters because it separates control from financial exposure — like putting money into a store without managing it — and affects how returns, risks, taxes and transferability of ownership are handled.

trustee financial

"nature_of_ownership": "As trustee of granchildren's trust""

A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/24/2026 - 04:32 PM Accepted by SEC EDGAR 06/24/2026 - 04:32 PM Learn about SEC filing dates

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 TEXAS 77478

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/24/2026		S		500	D	$72.7258(1)	74,615	D
Common Stock	06/24/2026		S		500	D	$72.7205(2)	90,193	I	By profit sharing plan
Common Stock	06/24/2026		S		100	D	$72.74(3)	40,000	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 $72.53 to $72.995 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 $72.53 to $72.97 inclusive.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $72.475 to $73.11 inclusive.

	/s/ Charlotte M. Rasche, Attorney in Fact	06/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Prosperity Bancshares (PB) report for Ned S. Holmes?

Prosperity Bancshares director Ned S. Holmes reported open-market sales totaling 1,100 common shares. The trades occurred on June 24, 2026 and were executed through entities linked to him, including family trusts, a profit sharing plan, and his direct holdings.

At what prices were the Prosperity Bancshares (PB) shares sold in this Form 4?

The reported sales used weighted average prices around $72.7 per share. Specific weighted averages were $72.7400, $72.7205, and $72.7258, with footnotes explaining that each reflects multiple trades within narrow intraday price ranges.

How many Prosperity Bancshares (PB) shares did entities associated with Ned S. Holmes retain after the sales?

After the transactions, entities associated with Holmes retained significant holdings. The adult daughter’s trust held 40,000 shares, the profit sharing plan held 90,193 shares, and Holmes directly owned 74,615 shares, indicating continued substantial exposure to Prosperity Bancshares stock.

Were any Prosperity Bancshares (PB) derivative securities exercised in this Form 4 filing?

No derivative securities were exercised in this Form 4. The derivative summary shows zero derivative transactions and zero exercise shares, indicating the reported activity involved only common stock sales, not option or other derivative exercises.

How is the weighted average sale price for Prosperity Bancshares (PB) shares explained in the footnotes?

The footnotes state that reported prices are weighted averages from multiple trades. For each sale line, shares were sold in numerous transactions within specified ranges, such as $72.53 to $72.995, and full trade-by-trade details are available upon request.