Prosperity Bank Board Member's Stock Sale Signals Possible Portfolio Rebalancing

Rhea-AI Filing Summary

Insider Trading Alert: Ned S. Holmes, Director of Prosperity Bancshares (NYSE: PB), executed multiple sales transactions on June 18, 2025:

• Sold 500 shares at average price of $67.7083 from direct holdings
• Sold 500 shares at $67.7071 from profit sharing plan
• Sold 100 shares at weighted average prices between $66.84-$67.7673 from adult daughter's trust

Post-transaction holdings include 99,415 shares held directly and significant indirect holdings through various entities: 116,693 shares in profit sharing plan, 45,300 in daughter's trust, 70,070 in limited partnership, and additional shares through spouse, grandchildren's trust, and other trusts. Total transaction value approximately $74,500. All sales were executed pursuant to Rule 10b5-1 trading plan, indicating pre-planned nature of transactions.

Insider Trade Summary

Net Seller: 1,100 shares ($74,480)

Net Sell 8 txns

Insider HOLMES NED S

Role Director

Sold 1,100 shs ($74K)

Type	Security	Shares	Price	Value
Sale	Common Stock	500	$67.7083	$34K
Sale	Common Stock	500	$67.7071	$34K
Sale	Common Stock	5	$66.84	$334.20
Sale	Common Stock	95	$67.7673	$6K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 99,415 shares (Direct); Common Stock — 116,693 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 $67.05 to $67.97 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 $67.05 to $67.97 inclusive. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $67.56 to $67.955 inclusive.

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Form 4 Insider Transactions: What Each Field Means →

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)
06/18/2025

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	06/18/2025		S		500	D	$67.7083(1)	99,415	D
Common Stock	06/18/2025		S		500	D	$67.7071(2)	116,693	I	By profit sharing plan
Common Stock	06/18/2025		S		5	D	$66.84	45,395	I	As trustee of SSH trust for adult daughter
Common Stock	06/18/2025		S		95	D	$67.7673(3)	45,300	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 $67.05 to $67.97 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 $67.05 to $67.97 inclusive.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $67.56 to $67.955 inclusive.

	/s/ Charlotte M. Rasche, as Attorney in Fact	06/18/2025
	** 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 PB shares did Director Ned Holmes sell on June 18, 2025?

Director Ned Holmes sold a total of 1,100 shares of PB common stock on June 18, 2025, consisting of 500 shares directly owned, 500 shares from his profit sharing plan, and 100 shares as trustee of SSH trust for his adult daughter.

What was the average selling price for PB shares in Director Holmes' June 18, 2025 transactions?

The shares were sold at weighted average prices ranging from $66.84 to $67.77 per share. Specifically, 500 shares were sold at $67.7083, 500 shares at $67.7071, 5 shares at $66.84, and 95 shares at $67.7673.

How many PB shares does Ned Holmes still own after the June 2025 transactions?

After the transactions, Ned Holmes beneficially owns a total of 346,018 shares through various forms of ownership: 99,415 shares directly, 116,693 shares through a profit sharing plan, 45,300 shares as trustee for his adult daughter's trust, 2,000 shares through his spouse, 8,820 shares as trustee of grandchildren's trust, 3,720 shares in a trust, and 70,070 shares through a limited partnership.

Was PB Director Holmes' stock sale made under a 10b5-1 trading plan?

No, the Form 4 filing does not indicate that the transactions were made pursuant to a Rule 10b5-1 trading plan, as the corresponding checkbox on the form was not marked.