[Form 4] Prosperity Bancshares Inc Insider Trading Activity

Rhea-AI Filing Summary

BioVie Inc. (NASDAQ: BIVI) filed a Form 8-K on 17 Jul 2025 to report changes in corporate governance.

Board expansion: The Board increased from four to six directors and immediately appointed Dr. Amy S. Chappell, MD, FAAN and Kameel D. Farag. Both will receive the Company’s standard non-management director compensation.

No family relationships or related-party transactions exist between the new directors and BioVie, satisfying Item 404(a) of Regulation S-K.

Reg FD: A press release announcing the appointments was issued on 22 Jul 2025 and furnished as Exhibit 99.1; it is treated as “furnished,” not “filed,” under the Exchange Act.

The filing contains no financial results, guidance, financings, or other material transactions.

Positive

• Strengthens board independence and expertise by adding two directors with no related-party concerns.

Negative

• No immediate financial or strategic information provided, limiting the event’s materiality for investors.

Insights

Corporate Governance Analyst

TL;DR: Adding two independent directors modestly improves oversight; impact limited because no strategic or financial details were provided.

The Board’s expansion from four to six seats enhances independence and could diversify expertise, which proxy advisory firms generally view favorably. Absence of related-party dealings reduces governance risk. However, without accompanying strategic updates or operational metrics, the event is unlikely to shift valuation or risk models. Overall market impact is neutral, with a slight positive tilt for governance quality.

Portfolio Manager

TL;DR: Director appointments are routine; no change to cash flow outlook or investment thesis.

From an allocation standpoint, director changes rarely trigger portfolio action unless tied to strategic pivots. BioVie offered no guidance, pipeline update, or capital structure change. Consequently, position sizing and risk-reward metrics remain unchanged. I view this as standard housekeeping that marginally strengthens governance but does not affect equity valuation.

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)
07/23/2025

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	07/23/2025		S		460	D	$70.0738(1)	96,955	D
Common Stock	07/23/2025		S		40	D	$71.81(2)	96,915	D
Common Stock	07/23/2025		S		456	D	$70.0675(3)	114,237	I	By profit sharing plan
Common Stock	07/23/2025		S		44	D	$71.825(4)	114,193	I	By profit sharing plan
Common Stock	07/23/2025		S		90	D	$69.9731(5)	44,810	I	As trustee of SSH trust for adult daughter
Common Stock	07/23/2025		S		5	D	$70.57	44,805	I	As trustee of SSH trust for adult daughter
Common Stock	07/23/2025		S		5	D	$72.43	44,800	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 $69.65 to $70.52 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), (4) and (5) 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 $71.34 to $72.28 inclusive.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $69.645 to $70.48 inclusive.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $71.37 to $72.28 inclusive.

5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $69.405 to $70.355 inclusive.

	/s/ Charlotte M. Rasche, as Attorney in Fact	07/23/2025
	** 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.
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FAQ

What did BioVie (BIVI) disclose in its 17 Jul 2025 Form 8-K?

The company expanded its Board from four to six seats and appointed Dr. Amy S. Chappell and Kameel D. Farag as new directors.

Who are the new BioVie board members?

Dr. Amy S. Chappell, MD, FAAN and Kameel D. Farag joined the Board effective 17 Jul 2025.

Are there any related-party transactions involving the new directors?

No. BioVie stated that neither director has related-party dealings reportable under Item 404(a) of Regulation S-K.

Is the accompanying press release considered filed or furnished?

Exhibit 99.1 is furnished, not filed, so it is not subject to Exchange Act Section 18 liabilities.

Does the 8-K include financial results or guidance?

No financial statements, earnings data, or forward guidance were included in this report.