[Form 4] Prosperity Bancshares Inc Insider Trading Activity

Rhea-AI Filing Summary

FiscalNote Holdings, Inc. (NOTE) – Amended Form 4/A filing

President & CEO Josh Resnik corrected a prior Form 4 dated 7 Jul 2025. The amendment discloses that on 01 Jul 2025, 3,150 Class A shares were withheld for taxes (transaction code F) upon the vesting of 9,722 restricted stock units (RSUs). The shares were valued at $0.5364 each. Following the automatic disposition, Resnik’s direct ownership stands at 2,776,168 Class A shares.

The change is administrative: the original filing understated the number of shares withheld because it used an incorrect price. No open-market sale occurred and the executive’s economic exposure to NOTE is essentially unchanged. Such “F” coded transactions are routine and generally viewed as neutral signals for investors.

Insights

Securities Analyst

TL;DR: Routine tax-withholding correction; 3,150 shares, ~0.1% of CEO stake; no impact on fundamentals.

This Form 4/A simply fixes a clerical error in the 3 Jul 2025 filing. The CEO did not sell shares for personal liquidity; the issuer withheld shares to cover payroll taxes on vested RSUs, a standard practice that requires an “F” code under SEC rules. The absolute share count is immaterial relative to the 2.8 million shares Resnik still holds and to FiscalNote’s ~163 million shares outstanding. There is no read-through to future earnings, cash flow, or strategic direction. I classify the disclosure as neutral and not impactful for valuation or sentiment.

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

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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)
07/09/2025

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	07/09/2025		S		500	D	$74.1271(1)	97,915	D
Common Stock	07/09/2025		S		500	D	$74.1107(2)	115,193	I	By profit sharing plan
Common Stock	07/09/2025		S		100	D	$74.1494(3)	45,000	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 $73.90 to $74.68 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 $73.915 to $74.68 inclusive.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $73.79 to $74.395 inclusive.

	/s/ Charlotte M. Rasche, as Attorney in Fact	07/09/2025
	** Signature of Reporting Person	Date
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