PROSPERITY BANCSHARES INC

The following table provides information required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K. For information regarding the way in which the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis” above.

The following table provides information showing the relationship during 2023, 2022, 2021 and 2020 between (1) executive compensation “actually paid” ​(as defined by SEC rule and further described below) to (a) each person serving as the Company’s principal executive officer (“PEO”), and (b) the Company’s non-PEO named executive officers (also referred to as the “other named executive officers”), on an average basis, and (2) the Company’s financial performance. The Company’s selected performance measure included in the chart below is nonperforming assets to average interest-earning assets. Information presented in this section will not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, except as the Company may specifically do so by reference to this section.

(1)

David Zalman, the Company’s Chief Executive Officer, was the PEO for each of the years presented.

(2)

The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s named executive officers. These amounts reflect the total compensation as reflected in the Summary Compensation Table with certain adjustments as described below.

(3)

The Company’s non-PEO named executive officers for 2023, 2021 and 2020 consisted of Asylbek Osmonov, H. E. Timanus, Jr., Edward Z. Safady and Kevin Hanigan. The non-PEO named executives officers for 2022 consisted of Asylbek Osmonov, H. E. Timanus, Jr., Edward Z. Safady, Kevin Hanigan and J. Mays Davenport.

(4)

The Peer Group total shareholder return (“TSR”) is the cumulative total shareholder return of the NASDAQ Bank Index which the Company also uses in the stock performance graph included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Both the Company TSR and Peer Group TSR assume $100 was invested for the period starting December 31, 2019 through the end of the listed fiscal year. Dividend reinvestment has been assumed. Historical stock performance is not necessarily indicative of future stock performance.

(5)

As reported in the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31,2023.

(6)

Represents the Company’s nonperforming assets to average interest-earning assets for each fiscal year.

(7)

Non-PEO compensation for 2022 includes the grant date fair value of a three-year cliff vested restricted stock award of $2,227,200 for Mr. Hanigan and $742,000 for Mr. Davenport. Messrs. Hanigan and Davenport didnot receive such an award in 2023, 2021 or 2020.

(8)

PEO compensation for 2021 includes the grant date fair value of a three-year cliff vested restricted stock award of $2,462,250. Mr. Zalman didnot receive such an award for 2023, 2022 or 2020. Non-PEO compensation for 2021 includes the grant date fair value of a three-year cliff vested restricted stock award of $1,407,000 for each Mr. Timanus and Mr. Safady. Messrs. Timanus and Safady didnot receive such an award in 2023, 2022 or 2020.

Compensation “actually paid” (“CAP”) reflects adjusted values for unvested and vested equity awards during the years shown in the tables based on year-end stock prices but does not reflect actual amounts paid out for those awards.

To calculate CAP, the following amounts were deducted from and added to the amount of total compensation as reflected in the Summary Compensation Table (“SCT”) on page 33.

PEO SCT Total to CAP Reconciliation

Average Non-PEO NEO’s SCT Total to CAP Reconciliation

(1)

Reflects amounts reported in the Salary column in the SCT for each year shown.

(2)

Reflects amounts reported in the total of the Bonus and Non-Equity Incentive Plan Compensation columns in the SCT for each year shown.

(3)

Reflects amounts reported in the All Other Compensation column in the SCT for each year shown.

(4)

Represents the grant date fair value of the restricted stock awards granted each year as reported in the Stock Awards column in the SCT. The Company does not maintain a pension plan; therefore, a deduction from SCT total compensation related to pension value is not needed.

(5)

Reflects the value of equity calculated in accordance with the requirements set forth in Item 402(v) of Regulation S-K for determining CAP for each year shown. The equity component of CAP for fiscal years 2023, 2022, 2021 and 2020 is further detailed in the supplemental tables below:

PEO Equity Component of CAP

Average Non-PEO NEOs Equity Component of CAP

Relationship between Pay and Performance

The graphs below show (1) the relationship of CAP to the Company’s Chief Executive Officer and the other named executive officers in 2023, 2022, 2021 and 2020 to the TSR of the Company for such years, the Company’s net income for such years, and the Company’s nonperforming assets to average interest-earning assets for such years and (2) the Company’s TSR to the NASDAQ Bank Index TSR for such years.

PEO and Average NEO Compensation Actually Paid Versus Properity Bancshares TSR

Prosperity Bancshares Net Income

PEO and Average NEO Compensation Actually Paid Versus NPAs to Average Interest-Earning Assets

Prosperity Bancshares TSR versus NASDAQ Bank Index TSR

Financial and Nonfinancial Performance Measures

Presented below is an unranked list of the performance measures that represent the most important metrics the Company used to link executive compensation actually paid to the Company’s named executive officers for the most recently completed fiscal year to the Company’s performance, in addition to the financial measures set forth in the Pay versus Performance Table on page 42:

•

Return on Average Assets

•

Increase in Earnings Per Share

•

Efficiency Ratio

•

Increase in Dividends

•

Merger and Acquisitions Strategy, Negotiation and Integration

Compensation decisions at the Company are made independently of disclosure requirements. CAP is a supplemental measure to be viewed alongside performance measures as an addition to the philosophy and strategy of compensation-setting discussed elsewhere in the overview of the executive compensation program, not in replacement.