[Form 4] Prosperity Bancshares Inc Insider Trading Activity

Rhea-AI Filing Summary

Prosperity Bancshares insider sale disclosure: Ned S. Holmes, a director, reported multiple open-market sales of Prosperity Bancshares Inc. (PB) common stock executed on 08/27/2025 under a written plan intended to satisfy Rule 10b5-1(c). The transactions show four reported dispositions: two blocks of 500 shares each, one block of 96 shares and one block of 4 shares, for a total of 1,100 shares sold. Reported weighted-average prices range roughly from $68.85 to $69.85 per share across the trades, with price ranges noted in footnotes. The Form 4 lists Mr. Holmes27 remaining direct and indirect holdings across accounts including personal, spouse, trusts, a limited partnership and a profit-sharing plan.

Positive

• Transactions executed under a Rule 10b5-1 plan, as indicated on the form, which supports compliance with insider trading rules
• Filing includes explanatory footnotes clarifying that reported prices are weighted averages over multiple transactions

Negative

• Director sold 1,100 shares on 08/27/2025, which represents a realized disposition of company stock by an insider
• Weighted-average sale prices ranged approximately from $68.85 to $69.85, indicating selling activity at market prices

Insights

Financial Analyst

TL;DR: Director sold 1,100 shares under a 10b5-1 plan; sales appear routine rather than a material change in ownership.

The filing documents 1,100 shares sold by Director Ned S. Holmes on 08/27/2025 at weighted-average prices reported between approximately $68.85 and $69.85 per share, executed pursuant to a written plan invoking Rule 10b5-1(c). The disclosure includes footnotes clarifying the reported prices are weighted averages from multiple trades within specified ranges. Post-transaction beneficial ownership is reported across direct and multiple indirect vehicles (spouse, trusts, limited partnership, profit-sharing plan), indicating diversified family holdings rather than a concentrated personal divestiture. From an analyst perspective, absent further filings showing sustained selling or a material reduction in percentage ownership, this Form 4 signals a scheduled liquidity event rather than a corporate governance or performance red flag.

Corporate Governance Expert

TL;DR: Disclosure follows compliance norms; use of a Rule 10b5-1 plan is explicitly indicated.

The Form 4 is procedurally complete for an insider sale: it identifies the reporting person, role as director, transaction dates, codes, share counts, weighted-average prices and explanatory footnotes. The filing explicitly checks the box indicating transactions were made pursuant to a 10b5-1(c) plan, which provides an affirmative defense against insider trading claims if the plan was adopted in good faith and properly documented. The record also shows extensive indirect holdings through trusts and a profit-sharing plan, which is relevant for assessing control and potential future disclosures. From a governance standpoint, the filing is standard and transparent.

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)
08/27/2025

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	08/27/2025		S		500	D	$68.8459(1)	94,415	D
Common Stock	08/27/2025		S		500	D	$69.8474(2)	111,693	I	By profit sharing plan
Common Stock	08/27/2025		S		4	D	$68.95	44,396	I	As trustee of SSH trust for adult daughter
Common Stock	08/27/2025		S		96	D	$69.7163(3)	44,300	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 $69.11 to $70.11 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 $69.11 to $70.11 inclusive.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $69.05 to $70.02 inclusive.

	/s/ Charlotte M. Rasche, as Attorney in Fact	08/28/2025
	** 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 did Ned S. Holmes report on Form 4 for Prosperity Bancshares (PB)?

The Form 4 reports that Director Ned S. Holmes sold 1,100 shares of PB common stock on 08/27/2025 in multiple transactions and disclosed remaining direct and indirect holdings.

Were these sales part of a scheduled trading plan for PB insider Ned Holmes?

Yes. The filer checked the box indicating the transactions were made pursuant to a written plan intended to satisfy Rule 10b5-1(c).

What prices were the PB shares sold at according to the Form 4?

The Form 4 reports weighted-average prices in the transaction lines, with values roughly $68.8459, $69.8474, $68.95 and $69.7163; footnotes state individual trade prices ranged within specified ranges.

How many shares were sold in each transaction on 08/27/2025?

The filing shows sales of 500 shares, 500 shares, 4 shares, and 96 shares, totaling 1,100 shares.

Does the Form 4 indicate remaining holdings after the sales?

Yes. The filing lists the amount of securities beneficially owned following the reported transactions and shows both direct and indirect holdings across personal, spouse, trust, profit-sharing plan and limited partnership accounts.