Prosperity Bancshares Inc SEC Filings

Ned S. Holmes, a director of Prosperity Bancshares, Inc. (PB), reported sales of 1,100 shares on 10/08/2025 under Section 16. The Form 4 shows three sale entries: two blocks of 500 shares and one block of 100 shares, with weighted average prices reported near $65.66. The footnotes disclose the sales occurred in multiple transactions at prices ranging roughly from $65.33 to $65.88. The filing lists remaining beneficial holdings across direct and indirect vehicles (including a profit sharing plan, trusts, spouse and limited partnership) and was signed by an attorney-in-fact on 10/09/2025.

Ned S. Holmes, a director of Prosperity Bancshares, reported sales of common stock on 10/01/2025. The Form 4 shows three non-derivative dispositions: 500 shares sold at a weighted average price of $66.645, 500 shares sold at a weighted average price of $66.6236, and 100 shares sold at a weighted average price of $66.5917. Post-transaction holdings are reported across direct and indirect accounts, including 91,915 shares directly and several indirect holdings: 109,193 shares in a profit-sharing plan, 43,800 as trustee for an SSH trust, 2,000 by spouse, 8,820 as trustee of a grandchildren's trust, 3,720 by a trust, and 70,070 by a limited partnership. The form was signed on behalf of the reporting person by an attorney-in-fact on 10/02/2025.

Prosperity Bancshares and American Bank Holding Corporation (ABHC) have filed an amended S-4 registration/proxy describing a merger in which ABHC shareholders will receive Prosperity common stock (with cash for fractional shares). The S-4 is intended to be effective to obtain the requisite ABHC shareholder vote and, if applicable conditions are met, the transaction is structured to be generally tax-free for U.S. federal income tax purposes for ABHC holders. The merger agreement includes detailed covenants on employee benefits, regulatory approvals, minimum allowance for loan losses (at least 1.05% of Total Loans or $18.4M), voting agreements, and customary closing conditions.

Ned S. Holmes, a director of Prosperity Bancshares, reported multiple open-market sales of the issuer's common stock on 09/24/2025. The Form 4 lists three sale transactions: 500 shares sold at a weighted-average price of $65.2458, 500 shares sold at a weighted-average price of $65.2487, and 100 shares sold at a weighted-average price of $65.2138. Each weighted-average price covers multiple trades within the ranges disclosed in the footnotes. The filing also discloses the reporting person’s remaining reported beneficial holdings and indirect holdings, including direct beneficial ownership and various indirect positions held through a profit-sharing plan, trusts, spouse, and a limited partnership. The form is signed by Charlotte M. Rasche as attorney-in-fact for the reporting person.

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.

Prosperity Bancshares, Inc. and American Bank Holding Corporation (ABHC) have entered into a merger agreement reflected in this Form S-4/proxy statement. The deal contemplates ABHC shareholders receiving Prosperity common stock as merger consideration with illustrative per-share metrics showing $73.78 and an implied ABHC share value of $329.07 in certain tables. The S-4 is being used to solicit the requisite ABHC shareholder vote, which generally requires the affirmative vote of two-thirds of outstanding ABHC shares entitled to vote. ABHC restricted stock awards will vest, be converted and receive the merger consideration (cash for fractional shares). The filing states the transaction is intended to be tax-free for U.S. federal income tax purposes for ABHC shareholders if certain qualification requirements are met. The parties agreed on employee benefits treatment, including continuation of certain cafeteria and flexible spending account credits, and Prosperity required ABHC to maintain a minimum allowance for loan losses of 1.05% (no less than $18,400,000) on the business day before closing. The S-4 references customary conditions, representations, regulatory approvals, voting and disclosure obligations, voting agreements among certain shareholders and typical merger covenants contained in the attached merger agreement and annexes.

Ned S. Holmes, a director of Prosperity Bancshares, reported sales of 1,100 shares of the issuer's common stock on 09/10/2025. The sales were executed as multiple transactions under a 10b5-1 written plan and consist of two 500-share dispositions and one 100-share disposition at weighted average prices reported around $67.16 to $67.19 per share. The filing lists Holmes's remaining direct and indirect holdings across several accounts and trusts, with specific post-transaction balances reported for each holding category.

Ned S. Holmes, a director of Prosperity Bancshares, reported multiple share sales on 09/03/2025 under a planned trading program. The Form 4 shows four non-derivative sales totaling 1,100 shares at weighted-average prices in the $68.21–$68.79 range. Post-transaction holdings are disclosed by account: 94,375 shares (direct), 93,915 shares (direct), 111,193 shares (indirect, profit sharing plan), and 44,200 shares (indirect, trustee for SSH trust). The filing indicates the trades were made pursuant to a Rule 10b5-1 plan. The Form 4 is signed by an attorney-in-fact on 09/04/2025.