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  4. [Form 4] PROSPERITY BANCSHARES INC Insider Trading Activity

Prosperity Bancshares (NYSE: PB) director sells 1,100 shares

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Prosperity Bancshares Inc (PB) director Ned S. Holmes reported open-market sales of a total of 1,100 shares of common stock on August 19, 2026, in multiple tranches at weighted-average prices between roughly $72.85 and $74.54 per share, including sales from direct holdings, a profit sharing plan, and trusts. The filing indicates the trades were effected under a Rule 10b5-1 trading plan. Indirect holdings reported include 2,000 shares held by his spouse, 8,820 by a grandchildren's trust, 3,720 by another trust, and 70,070 by a limited partnership.

Positive

  • None.

Negative

  • None.
Insider HOLMES NED S
Role Director
Sold 1,100 shs ($81K)
Type Security Shares Price Value
Sale Common Stock F1 387 $73.465 $28K
Sale Common Stock F2 113 $74.2525 $8K
Sale Common Stock F3 365 $73.495 $27K
Sale Common Stock F4 135 $74.2075 $10K
Sale Common Stock F5 77 $73.4146 $6K
Sale Common Stock F6 23 $74.1958 $2K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 70,615 shares (Direct); Common Stock — 86,193 shares (Indirect, By profit sharing plan); Common Stock — 39,200 shares (Indirect, As trustee of SSH trust for adult daughter); Common Stock — 2,000 shares (Indirect, By spouse); Common Stock — 8,820 shares (Indirect, As trustee of granchildren's trust); Common Stock — 3,720 shares (Indirect, By trust); Common Stock — 70,070 shares (Indirect, By limited partnership)
Footnotes (6)
  1. F1. The price reported in Column 4 of is a weighted average price. The shares were sold in multiple transactions at prices ranging from $72.85 to $73.82 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. F2. The price reported in Column 4 of is a weighted average price. The shares were sold in multiple transactions at prices ranging from $74.14 to $74.50 inclusive.
  3. F3. The price reported in Column 4 of is a weighted average price. The shares were sold in multiple transactions at prices ranging from $72.86 to $73.85 inclusive.
  4. F4. The price reported in Column 4 of is a weighted average price. The shares were sold in multiple transactions at prices ranging from $73.965 to $74.50 inclusive.
  5. F5. The price reported in Column 4 of is a weighted average price. The shares were sold in multiple transactions at prices ranging from $72.85 to $73.815 inclusive.
  6. F6. The price reported in Column 4 of is a weighted average price. The shares were sold in multiple transactions at prices ranging from $74.01 to $74.535 inclusive.
Total shares sold 1,100 shares Aggregate PB common stock sold by Ned S. Holmes on August 19, 2026
Direct sale tranche 387 shares at $73.465 Weighted-average price; trades within $72.85–$73.82 range (footnote F1)
Direct sale tranche 113 shares at $74.2525 Weighted-average price; trades within $74.14–$74.50 range (footnote F2)
Profit sharing plan sale 365 shares at $73.495 Indirect ownership; trades within $72.86–$73.85 range (footnote F3)
Trust sale for adult daughter 77 shares at $73.4146 Indirect ownership; trades within $72.85–$73.815 range (footnote F5)
Spouse indirect holdings 2,000 shares PB common stock held indirectly by spouse following the reported date
Grandchildren's trust holdings 8,820 shares PB common stock held indirectly as trustee of grandchildren's trust
Limited partnership holdings 70,070 shares PB common stock held indirectly through a limited partnership
Rule 10b5-1 trading plan regulatory
"The filing indicates the trades were effected under a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
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
"Indirect ownership noted as By profit sharing plan for certain shares"
indirect ownership financial
"Indirect ownership includes holdings by spouse, trusts and a limited partnership"
open market or private transaction financial
"Transaction code S described as Sale in open market or private transaction"

FAQ

What insider transactions did PB director Ned S. Holmes report on August 19, 2026?
Ned S. Holmes reported selling 1,100 shares of Prosperity Bancshares (PB) common stock on August 19, 2026. The sales occurred in several tranches at weighted-average prices between about $72.85 and $74.54 per share from direct holdings, a profit sharing plan, and trusts.

At what prices did Ned S. Holmes sell PB common stock in this Form 4 filing?
Holmes’ PB share sales used weighted-average prices from about $72.85 to $74.54 per share. Individual tranches priced at $73.465, $73.495, $73.4146, $74.2075, $74.1958, and $74.2525, each reflecting multiple trades within disclosed price ranges for that tranche.

Were Ned S. Holmes’ PB stock sales made under a Rule 10b5-1 trading plan?
Yes. The Form 4 for Prosperity Bancshares (PB) indicates the transactions were effected under a Rule 10b5-1 trading plan. Such plans prearrange trade timing and amounts, which can reduce the informational value of the exact sale dates for interpreting insider sentiment.

How many Prosperity Bancshares (PB) shares did Ned S. Holmes sell from direct versus indirect holdings?
Holmes sold 500 shares of PB common stock from direct ownership and 600 shares from indirect holdings. Indirect sales came through a profit sharing plan and trusts, with each sale tranche reported separately and priced using weighted-average per-share prices within stated ranges.

What indirect PB shareholdings for Ned S. Holmes are reported in this Form 4?
The Form 4 reports indirect PB holdings of 2,000 shares by his spouse, 8,820 shares by a grandchildren’s trust, 3,720 shares by another trust, and 70,070 shares by a limited partnership. These positions reflect ownership through related entities rather than directly in his own name.

What is the role of Ned S. Holmes at Prosperity Bancshares (PB) mentioned in this filing?
Ned S. Holmes is identified as a director of Prosperity Bancshares (PB) in the Form 4. He is not reported as an officer or ten percent owner in this filing, which specifically discloses his role and the nature of his direct and indirect common stock holdings.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/19/2026S387D$73.465(1)70,728D
Common Stock08/19/2026S113D$74.2525(2)70,615D
Common Stock08/19/2026S365D$73.495(3)86,328IBy profit sharing plan
Common Stock08/19/2026S135D$74.2075(4)86,193IBy profit sharing plan
Common Stock08/19/2026S77D$73.4146(5)39,223IAs trustee of SSH trust for adult daughter
Common Stock08/19/2026S23D$74.1958(6)39,200IAs trustee of SSH trust for adult daughter
Common Stock2,000IBy spouse
Common Stock8,820IAs trustee of granchildren's trust
Common Stock3,720IBy trust
Common Stock70,070IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 $72.85 to $73.82 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 of is a weighted average price. The shares were sold in multiple transactions at prices ranging from $74.14 to $74.50 inclusive.
3. The price reported in Column 4 of is a weighted average price. The shares were sold in multiple transactions at prices ranging from $72.86 to $73.85 inclusive.
4. The price reported in Column 4 of is a weighted average price. The shares were sold in multiple transactions at prices ranging from $73.965 to $74.50 inclusive.
5. The price reported in Column 4 of is a weighted average price. The shares were sold in multiple transactions at prices ranging from $72.85 to $73.815 inclusive.
6. The price reported in Column 4 of is a weighted average price. The shares were sold in multiple transactions at prices ranging from $74.01 to $74.535 inclusive.
/s/ Charlotte M. Rasche, Attorney in Fact08/19/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR