[Form 4] PROSPERITY BANCSHARES INC Insider Trading Activity

Rhea-AI Filing Summary

Prosperity Bancshares (PB) director Ned S. Holmes reported multiple sales of Common Stock on 09/17/2025. The Form 4 shows a series of dispositions executed that day, described as sales (code S) at weighted average prices ranging from about $64.90 to $66.89 per share. The reported transactions list individual sale lots (e.g., 455, 45, 452, 48, 78 and 22 shares) and indicate that some remaining holdings are held directly while others are held indirectly through a profit sharing plan, trusts and a limited partnership. The filing was signed by an attorney-in-fact on 09/18/2025.

Positive

• Timely disclosure of insider transactions in compliance with Section 16 requirements
• Detailed reporting of weighted-average sale prices and nature of indirect holdings (profit sharing plan, trusts, limited partnership)

Negative

• Multiple sales executed on the same date (09/17/2025), totaling 1,100 shares, which may attract investor attention
• Concentrated disposition timing could be viewed as less favorable than staggered sales, though no reason was provided in the filing

Insights

Corporate Governance Expert

TL;DR: Director disclosed multiple, routine sales and retained significant indirect holdings through trusts and plans.

The Form 4 documents that a director executed several open-market dispositions on a single date, with weighted-average sale prices disclosed. From a governance perspective, the filing meets Section 16 disclosure requirements and clarifies the mix of direct and indirect ownership (profit sharing plan, trusts, limited partnership, spouse). The presence of substantial indirect holdings suggests ongoing economic alignment with the company, while the concentrated timing of sales is a reporting point for stakeholder review. Impact is procedural rather than transformative.

Securities Analyst

TL;DR: Multiple share sales on 09/17/2025 were disclosed; transaction sizes and weighted prices are provided, implying modest liquidity actions.

The report lists discrete sale lots executed at weighted-average prices within a narrow range (~$64.90–$66.89). The combined number of disposed shares reported on-line items totals 1,100 shares across the listed transactions. The filing also enumerates remaining beneficial ownership by account type, indicating continued exposure to the issuer via indirect holdings. This Form 4 supplies necessary transparency for market participants evaluating insider activity; it does not include earnings or operational data to assess broader company performance.

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).

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)
09/17/2025

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	09/17/2025		S		455	D	$65.7589(1)	92,960	D
Common Stock	09/17/2025		S		45	D	$66.61	92,915	D
Common Stock	09/17/2025		S		452	D	$65.6789(2)	110,241	I	By profit sharing plan
Common Stock	09/17/2025		S		48	D	$66.89	110,193	I	By profit sharing plan
Common Stock	09/17/2025		S		78	D	$65.6778(3)	44,022	I	As trustee of SSH trust for adult daughter
Common Stock	09/17/2025		S		22	D	$66.3413(4)	44,000	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 $65.31 to $65.985 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), (3) and (4) 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 $65.31 to $65.985 inclusive.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $64.90 to $65.88 inclusive.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $65.985 to $66.855 inclusive.

	/s/ Charlotte M. Rasche, as Attorney in Fact	09/18/2025
	** 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

What insider activity did Ned S. Holmes report for PB on 09/17/2025?

The Form 4 shows multiple sales of Common Stock on 09/17/2025, executed as several lots with weighted-average prices between about $64.90 and $66.89.

How many shares did the reporting person sell on 09/17/2025 according to the Form 4 for PB?

The filing lists sale lots of 455, 45, 452, 48, 78, and 22 shares, which sum to 1,100 shares disposed on that date.

Does the Form 4 indicate whether the holdings are direct or indirect for PB insider Ned S. Holmes?

Yes. The Form 4 shows a mix of direct (D) and indirect (I) ownership, with indirect holdings held via a profit sharing plan, trusts, spouse, and a limited partnership.

Were option or derivative transactions reported in this Form 4 for PB?

No. Table II for derivative securities contains no reported transactions or holdings in this filing.

Who signed the Form 4 for the reporting person?

The Form 4 was signed on behalf of the reporting person by Charlotte M. Rasche, as Attorney in Fact, dated 09/18/2025.