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8-K

Prosperity Bancshares Inc (PB)

8-K 2022-07-27 For: 2022-07-27
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  July 27, 2022

PROSPERITY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Texas 001-35388 74-2331986
(State or other jurisdiction<br><br><br>of incorporation) (Commission<br><br><br>File Number) (IRS Employer<br><br><br>Identification No.)

4295 San Felipe

Houston, Texas 77027

(Address of principal executive offices including zip code)

Registrant's telephone number, including area code: (281) 269-7199

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $1.00 per share PB New York Stock Exchange, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02 Results of Operations and Financial Condition.

On July 27, 2022, Prosperity Bancshares, Inc. publicly disseminated a press release announcing its financial results for the second quarter ended June 30, 2022. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

As provided in General Instruction B.2 to Form 8-K, the information furnished in Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following is furnished as an exhibit to this Current Report on Form 8-K:
Exhibit<br><br><br>Number Description of Exhibit
--- ---
99.1 Press Release issued by Prosperity Bancshares, Inc. dated July 27, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PROSPERITY BANCSHARES, INC.<br><br><br>(Registrant)
Dated: July 27, 2022 By: /s/ Charlotte M. Rasche
Charlotte M. Rasche
Executive Vice President and General Counsel

pb-ex991_6.htm

Exhibit 99.1

PRESS RELEASE For more information contact:
Prosperity Bancshares, Inc.^®^ Cullen Zalman
Prosperity Bank Plaza Senior Vice President – Banking and Corporate Activities
4295 San Felipe 281.269.7199
Houston, Texas 77027 cullen.zalman@prosperitybankusa.com

FOR IMMEDIATE RELEASE

PROSPERITY BANCSHARES, INC.^®^

REPORTS SECOND QUARTER

2022 EARNINGS

Second quarter net income of $128.5 million and earnings per share (diluted) of $1.40
Second quarter net income increased $6.2 million or 5.0% compared to the first quarter 2022
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Loans, excluding Warehouse Purchase Program and SBA Paycheck Protection Program loans, increased $406.9 million or 2.4% (9.8% annualized) during the second quarter 2022
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Allowance for credit losses on loans and on off-balance sheet credit exposure of $313.9 million
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Allowance for credit losses on loans to total loans, excluding Warehouse Purchase Program and SBA Paycheck Protection Program loans, of 1.67%^(1)^
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Nonperforming assets remain low at 0.07% of second quarter average interest-earning assets
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Return (annualized) on second quarter average assets of 1.36%
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Returns (annualized) on second quarter average common equity of 7.84% and average tangible common equity of 15.73%^(1)^
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Repurchased 981,884 shares during the second quarter 2022
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HOUSTON, July 27, 2022. Prosperity Bancshares, Inc.^®^ (NYSE: PB), the parent company of Prosperity Bank^®^ (collectively, “Prosperity”), reported net income of $128.5 million for the quarter ended June 30, 2022 compared with $130.6 million for the same period in 2021. Net income per diluted common share was $1.40 for the quarter ended June 30, 2022 compared with $1.41 for the same period in 2021, and the annualized return on second quarter average assets was 1.36%. Additionally, loans, excluding Warehouse Purchase Program and SBA Paycheck Protection Program (“PPP”) loans, increased $406.9 million or 2.4% (9.8% annualized) during the second quarter of 2022. Nonperforming assets remain low at 0.07% of second quarter average interest-earning assets.

“We experienced a strong second quarter of 2022. Earnings increased 5.0% compared with the first quarter of 2022 and we expect continued earnings growth as interest rates increase. Further, our core loans, excluding Warehouse Purchase Program and SBA Paycheck Protection Program loans, grew $406.9 million or 2.4% (9.8% annualized) during the quarter, while our non-performing loans remained very low,” said David Zalman, Prosperity’s Senior Chairman and Chief Executive Officer.

“Texas and Oklahoma continue to shine as more people and companies move to these states. For example, according to CNBC, Texas added more jobs over the last year than the 25 lowest job growth states combined. Further, during the last year, the Dallas-Fort Worth area added 295,000 jobs, three times its average annual growth, and the Houston area added 185,000 jobs. Unemployment remains unusually low,” continued Zalman.

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(1) Refer to the “Notes to Selected Financial Data” at the end of this Earnings Release for a reconciliation of this non-GAAP financial measure to the nearest GAAP financial measure.

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“We are optimistic about our company, with increased earnings, strong asset quality and over 250 locations in one of the best economies in the nation.  This is evidenced by our repurchase of 981,884 shares of our stock during the second quarter of 2022,” added Zalman.

“Thank you to all the customers, associates and directors for helping build a successful company,” concluded Zalman.

Results of Operations for the Three Months Ended June 30, 2022

Net income was $128.5 million^(2)^ for the three months ended June 30, 2022 compared with $130.6 million^(3)^ for the same period in 2021. The change was primarily due to a decrease in loan interest income (including a decrease in PPP fees and interest income of $10.4 million) and loan discount accretion of $12.1 million, partially offset by an increase in securities interest income and a decrease in interest expense. Net income per diluted common share was $1.40 for the three months ended June 30, 2022 compared with $1.41 for the same period in 2021. On a linked quarter basis, net income was $128.5 million^(2)^ for the three months ended June 30, 2022 compared with $122.3 million^(4)^ for the three months ended March 31, 2022, an increase of $6.2 million or 5.0%. The change was primarily due to an increase in securities interest income, partially offset by a decrease in loan discount accretion of $5.1 million. Net income per diluted common share was $1.40 for the three months ended June 30, 2022 compared with $1.33 for the three months ended March 31, 2022. Annualized returns on average assets, average common equity and average tangible common equity for the three months ended June 30, 2022 were 1.36%, 7.84% and 15.73%^(1)^, respectively. Prosperity’s efficiency ratio (excluding net gains and losses on the sale or write down of assets and securities) was 43.12%^(1)^ for the three months ended June 30, 2022.

Net interest income before provision for credit losses for the three months ended June 30, 2022 was $248.5 million compared with $245.4 million for the same period in 2021, an increase of $3.1 million or 1.3%. On a linked quarter basis, net interest income before provision for credit losses was $248.5 million compared with $239.9 million for the three months ended March 31, 2022, an increase of $8.5 million or 3.6%. The change was primarily due to an increase in the average balances and average rates on investment securities.

The net interest margin on a tax equivalent basis was 2.97% for the three months ended June 30, 2022 compared with 3.11% for the same period in 2021. The change was primarily due to a decrease in loan discount accretion of $12.1 million and a decrease in PPP fees and interest income of $10.4 million, partially offset by an increase in the average balances and average rates on investment securities and a decrease in the average rate on interest-bearing liabilities. On a linked quarter basis, the net interest margin on a tax equivalent basis was 2.97% for the three months ended June 30, 2022 compared with 2.88% for the three months ended March 31, 2022. The change was primarily due to higher average balances and average rates on investment securities and lower cash balances due to a reduction in liquidity, partially offset by a decrease in loan discount accretion of $5.1 million.

Noninterest income was $37.6 million for the three months ended June 30, 2022 compared with $35.6 million for the same period in 2021, an increase of $2.0 million or 5.7%. This change was primarily due to an increase in nonsufficient funds fees (“NSF”) income, a net gain on the sale or write-down of assets and an increase in trust income, partially offset by a decrease in mortgage income. On a linked quarter basis, noninterest income was $37.6 million compared with $35.1 million for the three months ended March 31, 2022, an increase of $2.5 million or 7.0%. This change was primarily due to increases in credit card, debit card and ATM card income, a net gain on the sale or write-down of assets and other noninterest income.

Noninterest expense was $122.9 million for the three months ended June 30, 2022 compared with $115.2 million for the same period in 2021, an increase of $7.7 million or 6.7%, primarily due to an increase in salaries and benefits and the change in net loss (gain) on sale or write-down of other real estate.  On a linked quarter basis, noninterest expense increased $3.0 million or 2.5% to $122.9 million compared with $119.9 million for the three months ended March 31, 2022. The increase was primarily due to an increase in salaries and benefits, the change in net loss (gain) on sale or write-down of other real estate and an increase in other noninterest expense.

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(2) Includes purchase accounting adjustments of $103 thousand, net of tax, primarily comprised of loan discount accretion of $59 thousand for the three months ended June 30, 2022.
(3) Includes purchase accounting adjustments of $9.8 million, net of tax, primarily comprised of loan discount accretion of $12.2 million for the three months ended June 30, 2021.
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(4) Includes purchase accounting adjustments of $4.1 million, net of tax, primarily comprised of loan discount accretion of $5.2 million for the three months ended March 31, 2022.
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(5) Includes purchase accounting adjustments of $4.2 million, net of tax, primarily comprised of loan discount accretion of $5.3 million for the six months ended June 30, 2022.
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(6) Includes purchase accounting adjustments of $23.0 million, net of tax, primarily comprised of loan discount accretion of $28.5 million for the six months ended June 30, 2021.
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Results of Operations for the Six Months Ended June 30, 2022

Net income was $250.8 million^(5)^ for the six months ended June 30, 2022 compared with $263.9 million^(6)^ for the same period in 2021. Net income per diluted common share was $2.73 for the six months ended June 30, 2022 compared with $2.84 for the same period in 2021. Annualized returns on average assets, average common equity and average tangible common equity for the six months ended June 30, 2022 were 1.32%, 7.69% and 15.52%^(1)^, respectively. Prosperity’s efficiency ratio (excluding net gains and losses on the sale or write down of assets and taxes) was 43.40%^(1)^ for the six months ended June 30, 2022.

Net interest income before provision for credit losses for the six months ended June 30, 2022 was $488.4 million compared with $500.0 million for the prior year. The change was primarily due to a decrease in the average balances and average rates on loans, a decrease in loan discount accretion of $23.3 million and a decrease in PPP fees and interest income of $22.2 million, partially offset by an increase in the average balance on investment securities and a decrease in the average rate on interest-bearing liabilities.

The net interest margin on a tax equivalent basis for the six months ended June 30, 2022 was 2.92% compared with 3.26% for the same period in 2021. The change was primarily due to a decrease in loan discount accretion of $23.3 million, a decrease in PPP fees and interest income of $22.2 million and an increase in the average balance on investment securities, partially offset by a decrease in the average rate on interest-bearing liabilities.

Noninterest income was $72.7 million for the six months ended June 30, 2022 compared with $69.6 million for the same period in 2021, an increase of $3.2 million or 4.5%. This change was primarily due to an increase in NSF income, a net gain on the sale or write-down of assets and an increase in other noninterest income, partially offset by a decrease in mortgage income.

Noninterest expense was $242.7 million for the six months ended June 30, 2022 compared with $234.3 million for the same period in 2021, an increase of $8.5 million or 3.6%. The increase was primarily due to an increase in salaries and benefits, the change in net loss (gain) on sale or write-down of other real estate, an increase in credit and debit card and data processing expense and an increase in other noninterest expense.

Balance Sheet Information

At June 30, 2022, Prosperity had $37.387 billion in total assets, an increase of $1.287 billion or 3.6%, compared with $36.100 billion at June 30, 2021.

Loans at June 30, 2022 were $18.209 billion, a decrease of $1.043 billion or 5.4%, compared with $19.252 billion at June 30, 2021, primarily due to decreases in Warehouse Purchase Program, PPP and commercial real estate loans, partially offset by increases in 1-4 family residential and construction, land development and other land loans. Linked quarter loans increased $141.3 million or 0.8% (3.1% annualized) from $18.068 billion at March 31, 2022. Excluding Warehouse Purchase Program and PPP loans, loans at June 30, 2022 were $17.044 billion compared to $16.376 billion at June 30, 2021, an increase of $667.4 million or 4.1%. Linked quarter loans, excluding Warehouse Purchase Program and PPP loans, increased $406.9 million or 2.4% (9.8% annualized) from $16.637 billion at March 31, 2022.

As part of its lending activities, Prosperity extends credit to oil and gas production and servicing companies. Oil and gas production loans are loans to companies directly involved in the exploration and/or production of oil and gas. Oil and gas servicing loans are loans to companies that provide services for oil and gas production and exploration. At June 30, 2022, oil and gas loans totaled $430.3 million (net of discount and excluding PPP loans totaling $8.2 million) or 2.4% of total loans, of which $214.0 million were production loans and $216.3 million were servicing loans, compared with total oil and gas loans of $501.8 million (net of discount and excluding PPP loans totaling $92.3 million) or 2.6% of total loans at June 30, 2021, of which $283.1 million were production loans and $218.7 million were servicing loans. In addition, as of June 30, 2022, Prosperity had total unfunded commitments to oil and gas companies of $466.7 million compared with total unfunded commitments to oil and gas companies of $298.4 million as of June 30, 2021. Unfunded commitments to producers include letters of credit issued in lieu of oil well plugging bonds.

Deposits at June 30, 2022 were $29.866 billion, an increase of $755.4 million or 2.6%, compared with $29.110 billion at June 30, 2021. Linked quarter deposits decreased $1.203 billion or 3.9% from $31.068 billion at March 31, 2022, primarily due to a decrease in public fund deposits. Prosperity generally experiences seasonality with its public fund deposits, as public fund customers use the tax dollars they receive in December and January throughout the year, resulting in lower deposit balances in the second and third quarters of the year. On a linked quarter basis, noninterest-bearing deposits increased by $255.5 million.

Asset Quality

Nonperforming assets totaled $22.2 million or 0.07% of quarterly average interest-earning assets at June 30, 2022 compared with $33.7 million or 0.11% of quarterly average interest-earning assets at June 30, 2021 and $27.2 million or 0.08% of quarterly average interest-earning assets at March 31, 2022.

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The allowance for credit losses on loans and off-balance sheet credit exposures was $313.9 million at June 30, 2022 compared with $332.8 million at June 30, 2021 and $315.1 million at March 31, 2022.

The allowance for credit losses on loans was $284.0 million or 1.56% of total loans at June 30, 2022 compared with $302.9 million or 1.57% of total loans at June 30, 2021 and $285.2 million or 1.58% of total loans at March 31, 2022. Excluding Warehouse Purchase Program and PPP loans, the allowance for credit losses on loans to total loans was 1.67%^(1)^ at June 30, 2022 compared with 1.85%^(1)^ at June 30, 2021 and 1.71%^(1)^ at March 31, 2022.

There was no provision for credit losses for the three months ended June 30, 2022 and 2021 or the six months ended June 30, 2022 and 2021.

Net charge-offs were $1.2 million for the three months ended June 30, 2022 compared with net charge-offs of $4.3 million for the three months ended June 30, 2021 and net charge-offs of $1.2 million for the three months ended March 31, 2022. During the second quarter of 2022, net charge-offs did not include any purchased credit deteriorated (“PCD”) loans and $1.4 million of specific reserves on resolved PCD loans was released to the general reserve.

Net charge-offs were $2.4 million for the six months ended June 30, 2022 compared with $13.2 million for the six months ended June 30, 2021. Net charge-offs for the six months ended June 30, 2022 did not include any PCD loans and $2.0 million of specific reserves on resolved PCD loans was released to the general reserve during the period.

Dividend

Prosperity Bancshares declared a third quarter cash dividend of $0.52 per share to be paid on October 3, 2022, to all shareholders of record as of September 15, 2022.

Stock Repurchase Program

On January 18, 2022, Prosperity Bancshares announced a stock repurchase program under which up to 5%, or approximately

4.61 million shares, of its outstanding common stock may be acquired over a one-year period expiring on January 18, 2023, at the discretion of management. Prosperity Bancshares repurchased 981,884 shares of its common stock at an average weighted price of $66.90 per share during the three and six months ended June 30, 2022.

COVID-19 Pandemic

The Company continues to monitor the latest developments regarding a novel strain of coronavirus disease (“COVID-19”). Although the restrictions previously imposed on businesses and activities by the states of Texas and Oklahoma remained lifted as of June 30, 2022, it is possible that some restrictions could be re-introduced if the number of cases were to increase due to the emergence of a new variant of COVID-19 or otherwise. The COVID-19 pandemic has resulted in significant economic uncertainties that have had, and could continue to have, an adverse impact on the Company’s operating income, financial condition and cash flows. The extent to which the COVID-19 pandemic will impact the Company’s operations and financial results during 2022 cannot be reasonably or reliably estimated at this time.

Since the implementation of the Paycheck Protection Program (“PPP”) in 2020, the Company has obtained Small Business Administration approvals on approximately 18,700 loans totaling $2.036 billion and, as of June 30, 2022, had an outstanding balance of 237 loans totaling $27.6 million.

In response to the COVID-19 pandemic, the Company provided relief to its loan customers through loan extensions and deferrals beginning in March 2020 to selected borrowers on a case-by-case basis. The Company’s troubled debt restructurings do not include loan modifications related to COVID-19. As of June 30, 2022, the Company had no outstanding loans subject to deferral and modification agreements.

Conference Call

Prosperity’s management team will host a conference call on Wednesday, July 27, 2022, at 11:30 a.m. Eastern Time (10:30 a.m. Central Time) to discuss Prosperity’s second quarter 2022 earnings. Individuals and investment professionals may participate in the call by dialing 877-883-0383 for domestic participants, or 412-902-6506 for international participants. The participant elite entry number is 0594487.

Alternatively, individuals may listen to the live webcast of the presentation by visiting Prosperity’s website at www.prosperitybankusa.com. The webcast may be accessed from Prosperity’s home page by selecting “Presentations, Webcasts & Calls” from the menu on the Investor Relations link and following the instructions.

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Non-GAAP Financial Measures

Prosperity’s management uses certain non-GAAP financial measures to evaluate its performance. Specifically, Prosperity reviews return on average tangible common equity; tangible book value per share; the tangible equity to tangible assets ratio; allowance for credit losses on loans to total loans excluding Warehouse Purchase Program and PPP loans; and the efficiency ratio excluding net gains and losses on the sale or write down of assets and securities, for internal planning and forecasting purposes. Prosperity believes these non-GAAP financial measures provide information useful to investors in understanding Prosperity’s financial results and their presentation, together with the accompanying reconciliations, provides a more complete understanding of factors and trends affecting Prosperity’s business and allows investors to view performance in a manner similar to management, the entire financial services sector, bank stock analysts and bank regulators. Further, Prosperity believes that these non-GAAP financial measures provide useful information by excluding certain items that may not be indicative of its core operating earnings and business outlook. These non-GAAP financial measures should not be considered a substitute for, nor of greater importance than, GAAP basis financial measures and results; Prosperity strongly encourages investors to review its consolidated financial statements in their entirety and not to rely on any single financial measure. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. Please refer to the “Notes to Selected Financial Data” at the end of this Earnings Release for a reconciliation of these non-GAAP financial measures to the nearest respective GAAP financial measures.

Prosperity Bancshares, Inc. ®

As of June 30, 2022, Prosperity Bancshares, Inc.^®^ is a $37.387 billion Houston, Texas based regional financial holding company providing personal banking services and investments to consumers and businesses throughout Texas and Oklahoma.  Founded in 1983, Prosperity believes in a community banking philosophy, taking care of customers, businesses and communities in the areas it serves by providing financial solutions to simplify everyday financial needs. In addition to offering traditional deposit and loan products, Prosperity offers digital banking solutions, credit and debit cards, mortgage services, retail brokerage services, trust and wealth management, and treasury management.

Prosperity currently operates 272 full-service banking locations: 65 in the Houston area, including The Woodlands; 30 in the South Texas area including Corpus Christi and Victoria; 62 in the Dallas/Fort Worth area; 22 in the East Texas area; 29 in the Central Texas area including Austin and San Antonio; 34 in the West Texas area including Lubbock, Midland-Odessa and Abilene; 16 in the Bryan/College Station area; 6 in the Central Oklahoma area; and 8 in the Tulsa, Oklahoma area.

Cautionary Notes on Forward-Looking Statements

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This release contains, and the remarks by Prosperity’s management on the conference call may contain, forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as “aim,” “anticipate,” “estimate,” “expect,” “goal,” “guidance,” “intend,” “is anticipated,” “is expected,” “is intended,” “objective,” “plan,” “projected,” “projection,” “will affect,” “will be,” “will continue,” “will decrease,” “will grow,” “will impact,” “will increase,” “will incur,” “will reduce,” “will remain,” “will result,” “would be,” variations of such words or phrases (including where the word “could,” “may,” or “would” is used rather than the word “will” in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective. Forward-looking statements include all statements other than statements of historical fact, including forecasts or trends, and are based on current expectations, assumptions, estimates and projections about Prosperity Bancshares and its subsidiaries. These forward-looking statements may include information about Prosperity’s possible or assumed future economic performance or future results of operations, including future revenues, income, expenses, provision for loan losses, provision for taxes, effective tax rate, earnings per share and cash flows and Prosperity’s future capital expenditures and dividends, future financial condition and changes therein, including changes in Prosperity’s loan portfolio and allowance for loan losses, future capital structure or changes therein, as well as the plans and objectives of management for Prosperity’s future operations, future or proposed acquisitions, the future or expected effect of acquisitions on Prosperity’s operations, results of operations, financial condition, and future economic performance, statements about the anticipated benefits of the proposed transaction, and statements about the assumptions underlying any such statement, as well as expectations regarding the effects of the COVID-19 pandemic on Prosperity’s operating income, financial condition and cash flows. These forward‑looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of Prosperity’s control, which may cause actual results to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include but are not limited to whether Prosperity can: successfully identify acquisition targets and integrate the businesses of acquired companies and banks; continue to sustain its current internal growth rate or total growth rate; provide products and services that appeal to its customers; continue to have access to debt and equity capital markets; and achieve its sales objectives. Other risks include, but are not limited to: the possibility that credit quality could deteriorate; actions of competitors; changes in laws and regulations (including changes in governmental interpretations of regulations and changes in accounting standards); the possibility that the anticipated benefits of an acquisition transaction, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of two companies or as a result of the strength of the economy and competitive factors generally; a deterioration or downgrade in the credit quality and credit agency ratings of the securities in Prosperity’s securities

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portfolio; customer and consumer demand, including customer and consumer response to marketing; effectiveness of spending, investments or programs; fluctuations in the cost and availability of supply chain resources; economic conditions, including currency rate, interest rate and commodity price fluctuations; the effect, impact, potential duration or other implications of the COVID-19 pandemic; and weather. These and various other factors are discussed in Prosperity Bancshares’ Annual Report on Form 10-K for the year ended December 31, 2021, and other reports and statements Prosperity Bancshares has filed with the Securities and Exchange Commission (“SEC”). Copies of the SEC filings for Prosperity Bancshares may be downloaded from the Internet at no charge from http://www.prosperitybankusa.com.

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Bryan/College Station Area Garland Palestine Magnolia Texas Tech Student Union
Bryan Grapevine Rusk Magnolia Parkway
Bryan-29^th^ Street Grapevine Main Seven Points Mont Belvieu Midland
Bryan-East Kiest Teague Nederland Wadley
Bryan-North Lake Highlands Tyler-Beckham Needville Wall Street
Caldwell McKinney Tyler-South Broadway Rosenberg
College Station McKinney Eldorado Tyler-University Shadow Creek Odessa
Crescent Point McKinney Redbud Winnsboro Spring Grandview
Hearne North Carrolton Tomball Grant
Huntsville Park Cities Houston Area Waller Kermit Highway
Madisonville Plano Houston West Columbia Parkway
Navasota Plano-West Aldine Wharton
New Waverly Preston Forest Alief Winnie Other West Texas Area
Rock Prairie Preston Parker Bellaire Wirt Locations
Southwest Parkway Preston Royal Beltway Big Spring
Tower Point Red Oak Clear Lake South Texas Area - Brownfield
Wellborn Road Richardson Copperfield Corpus Christi Brownwood
Richardson-West Cypress Calallen Cisco
Central Texas Area Rosewood Court Downtown Carmel Comanche
Austin The Colony Eastex Northwest Early
Allandale Tollroad Fairfield Saratoga Floydada
Cedar Park Trinity Mills First Colony Timbergate Gorman
Congress Turtle Creek Fry Road Water Street Levelland
Lakeway West 15th Plano Gessner Littlefield
Liberty Hill West Allen Gladebrook Victoria Merkel
Northland Westmoreland Grand Parkway Victoria Main Plainview
Oak Hill Wylie Heights Victoria-Navarro San Angelo
Research Blvd Highway 6 West Victoria-North Slaton
Westlake Fort Worth Little York Victoria Salem Snyder
Haltom City Medical Center
Other Central Texas Area Hulen Memorial Drive Other South Texas Area Oklahoma
Locations Keller Northside Locations Central Oklahoma Area
Bastrop Museum Place Pasadena Alice Oklahoma City
Canyon Lake Renaissance Square Pecan Grove Aransas Pass 23^rd^Street
Dime Box Roanoke Pin Oak Beeville Expressway
Dripping Springs Stockyards River Oaks Colony Creek I-240
Elgin Sugar Land Cuero Memorial
Flatonia Other Dallas/Fort Worth Area SW Medical Center Edna
Georgetown Locations Tanglewood Goliad Other Central Oklahoma Area
Gruene Arlington The Plaza Gonzales Locations
Kingsland Azle Uptown Hallettsville Edmond
La Grange Ennis Waugh Drive Kingsville Norman
Lexington Gainesville Westheimer Mathis
New Braunfels Glen Rose West University Padre Island Tulsa Area
Pleasanton Granbury Woodcreek Palacios Tulsa
Round Rock Grand Prairie Port Lavaca Garnett
San Antonio Jacksboro Katy Portland Harvard
Schulenburg Mesquite Cinco Ranch Rockport Memorial
Seguin Muenster Katy-Spring Green Sinton Sheridan
Smithville Runaway Bay Taft S. Harvard
Thorndale Sanger The Woodlands Yoakum Utica Tower
Weimar Waxahachie The Woodlands-College Park Yorktown Yale
Weatherford The Woodlands-I-45
Dallas/Fort Worth Area The Woodlands-Research Forest West Texas Area Other Tulsa Area Locations
Dallas East Texas Area Abilene Owasso
14th Street Plano Athens Other Houston Area Antilley Road
Abrams Centre Blooming Grove Locations Barrow Street
Addison Canton Angleton Cypress Street
Allen Carthage Bay City Judge Ely
Balch Springs Corsicana Beaumont Mockingbird
Camp Wisdom Crockett Cleveland
Carrollton Eustace East Bernard Lubbock
Cedar Hill Gilmer El Campo 4th Street
Coppell Grapeland Dayton 66th Street
East Plano Gun Barrel City Galveston 82nd Street
Euless Jacksonville Groves 86th Street
Frisco Kerens Hempstead 98^th^ Street
Frisco Warren Longview Hitchcock Avenue Q
Frisco-West Mount Vernon Liberty North University

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Prosperity Bancshares, Inc.^®^

Financial Highlights (Unaudited)

(In thousands)

Jun 30, 2022 Mar 31, 2022 Dec 31, 2021 Sep 30, 2021 Jun 30, 2021
Balance Sheet Data (at period end)
Loans held for sale $ 3,350 $ 2,810 $ 7,274 $ 10,197 $ 9,080
Loans held for investment 17,067,871 16,720,173 16,833,171 16,949,486 17,147,146
Loans held for investment - Warehouse Purchase Program 1,137,623 1,344,541 1,775,699 1,998,049 2,095,559
Total loans 18,208,844 18,067,524 18,616,144 18,957,732 19,251,785
Investment securities^(A)^ 14,912,313 14,798,127 12,818,901 12,629,368 11,918,691
Federal funds sold 201 274 241 237 281
Allowance for credit losses on loans (283,959 ) (285,163 ) (286,380 ) (287,187 ) (302,884 )
Cash and due from banks 393,716 1,560,321 2,547,739 1,055,386 1,059,879
Goodwill 3,231,636 3,231,636 3,231,636 3,231,636 3,231,636
Core deposit intangibles, net 56,483 59,064 61,684 64,539 67,417
Other real estate owned 1,555 1,705 622 150 144
Fixed assets, net 335,939 336,075 319,799 322,799 324,502
Other assets 530,528 501,623 523,584 537,459 548,473
Total assets $ 37,387,256 $ 38,271,186 $ 37,833,970 $ 36,512,119 $ 36,099,924
Noninterest-bearing deposits $ 11,032,184 $ 10,776,652 $ 10,750,034 $ 10,326,489 $ 10,099,149
Interest-bearing deposits 18,833,434 20,291,658 20,021,728 19,125,163 19,011,092
Total deposits 29,865,618 31,068,310 30,771,762 29,451,652 29,110,241
Other borrowings 300,000
Securities sold under repurchase agreements 481,785 440,891 448,099 440,969 433,069
Allowance for credit losses on off-balance sheet credit exposures 29,947 29,947 29,947 29,947 29,947
Other liabilities 188,079 227,614 156,926 244,110 216,330
Total liabilities 30,865,429 31,766,762 31,406,734 30,166,678 29,789,587
Shareholders' equity^(B)^ 6,521,827 6,504,424 6,427,236 6,345,441 6,310,337
Total liabilities and equity $ 37,387,256 $ 38,271,186 $ 37,833,970 $ 36,512,119 $ 36,099,924

(A) Includes $1,517, $2,115, $2,290, $2,483 and $1,394 in unrealized gains on available for sale securities for the quarterly periods ended June 30, 2022, March 31, 2022, December 31, 2021, September 30, 2021 and June 30, 2021, respectively.

(B) Includes $1,198 $1,671, $1,809, $1,961 and $1,101 in after-tax unrealized gains on available for sale securities for the quarterly periods ended June 30, 2022, March 31, 2022, December 31, 2021, September 30, 2021 and June 30, 2021, respectively.

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Prosperity Bancshares, Inc.^®^

Financial Highlights (Unaudited)

(In thousands)

Three Months Ended Year-to-Date
Jun 30, 2022 Mar 31, 2022 Dec 31, 2021 Sep 30, 2021 Jun 30, 2021 Jun 30, 2022 Jun 30, 2021
Income Statement Data
Interest income:
Loans $ 192,770 $ 193,025 $ 206,209 $ 213,821 $ 216,803 $ 385,795 $ 449,878
Securities^(C)^ 64,111 55,011 46,857 46,217 43,708 119,122 82,385
Federal funds sold and other earning assets 925 847 563 302 340 1,772 691
Total interest income 257,806 248,883 253,629 260,340 260,851 506,689 532,954
Interest expense:
Deposits 8,641 8,754 8,685 11,578 15,288 17,395 32,650
Other borrowings 450 450
Securities sold under repurchase agreements 244 185 184 195 164 429 323
Total interest expense 9,335 8,939 8,869 11,773 15,452 18,274 32,973
Net interest income 248,471 239,944 244,760 248,567 245,399 488,415 499,981
Provision for credit losses
Net interest income after provision for credit losses 248,471 239,944 244,760 248,567 245,399 488,415 499,981
Noninterest income:
Nonsufficient funds (NSF) fees 8,484 8,124 8,401 7,962 6,560 16,608 13,247
Credit card, debit card and ATM card income 8,880 8,179 8,894 8,837 8,918 17,059 16,949
Service charges on deposit accounts 6,365 6,211 6,237 6,115 6,062 12,576 12,040
Trust income 2,875 2,703 2,698 2,467 2,276 5,578 5,113
Mortgage income 502 455 685 1,396 2,914 957 6,221
Brokerage income 917 892 953 861 795 1,809 1,506
Bank owned life insurance income 1,293 1,283 1,317 1,325 1,294 2,576 2,586
Net gain (loss) on sale or write-down of assets 1,108 689 1,165 255 (244 ) 1,797 (323 )
Other noninterest income 7,170 6,586 5,407 5,427 6,981 13,756 12,225
Total noninterest income 37,594 35,122 35,757 34,645 35,556 72,716 69,564
Noninterest expense:
Salaries and benefits 80,371 79,411 76,496 78,412 75,611 159,782 155,648
Net occupancy and equipment 8,039 7,848 8,140 8,165 8,046 15,887 15,879
Credit and debit card, data processing and software amortization 9,246 8,849 9,050 9,103 8,718 18,095 16,951
Regulatory assessments and FDIC insurance 2,851 2,850 2,801 2,497 2,670 5,701 5,340
Core deposit intangibles amortization 2,581 2,620 2,855 2,878 2,887 5,201 5,818
Depreciation 4,539 4,547 4,518 4,524 4,513 9,086 9,053
Communications 3,206 2,919 3,134 3,013 2,982 6,125 5,881
Other real estate expense 195 214 24 30 198 409 442
Net loss (gain) on sale or write-down of other real estate 14 (621 ) 2 4 (1,839 ) (607 ) (2,726 )
Other noninterest expense 11,836 11,213 12,518 11,189 11,405 23,049 21,981
Total noninterest expense 122,878 119,850 119,538 119,815 115,191 242,728 234,267
Income before income taxes 163,187 155,216 160,979 163,397 165,764 318,403 335,278
Provision for income taxes 34,697 32,890 34,192 34,807 35,153 67,587 71,358
Net income available to common shareholders $ 128,490 $ 122,326 $ 126,787 $ 128,590 $ 130,611 $ 250,816 $ 263,920

(C) Interest income on securities was reduced by net premium amortization of $11,450, $12,857, $16,006, $15,141 and $14,436 for the three months ended June 30, 2022, March 31, 2022, December 31, 2021, September 30, 2021 and June 30, 2021, respectively, and $24,307 and $27,280 for the six months ended June 30, 2022 and June 30, 2021, respectively.

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Prosperity Bancshares, Inc.^®^

Financial Highlights (Unaudited)

(Dollars and share amounts in thousands, except per share data and market prices)

Three Months Ended Year-to-Date
Jun 30, 2022 Mar 31, 2022 Dec 31, 2021 Sep 30, 2021 Jun 30, 2021 Jun 30, 2022 Jun 30, 2021
Profitability
Net income ^(D) (E)^ $ 128,490 $ 122,326 $ 126,787 $ 128,590 $ 130,611 $ 250,816 $ 263,920
Basic earnings per share $ 1.40 $ 1.33 $ 1.38 $ 1.39 $ 1.41 $ 2.73 $ 2.84
Diluted earnings per share $ 1.40 $ 1.33 $ 1.38 $ 1.39 $ 1.41 $ 2.73 $ 2.84
Return on average assets ^(F)^ 1.36 % 1.29 % ^^ 1.37 % 1.42 % 1.45 % 1.32 % ^^ 1.49 %
Return on average common equity ^(F)^ 7.84 % 7.54 % ^^ 7.91 % 8.07 % 8.31 % 7.69 % ^^ 8.46 %
Return on average tangible common equity ^(F)^^^^(G)^ 15.73 % 15.30 % ^^ 16.26 % 16.72 % 17.49 % 15.52 % ^^ 17.95 %
Tax equivalent net interest margin ^(D) (E)^^^^(H)^ 2.97 % 2.88 % 2.97 % 3.10 % 3.11 % 2.92 % 3.26 %
Efficiency ratio ^(G) (I)^ 43.12 % 43.68 % ^^ 42.79 % 42.34 % 40.96 % 43.40 % ^^ 41.11 %
Liquidity and Capital Ratios
Equity to assets 17.44 % 17.00 % 16.99 % 17.38 % 17.48 % 17.44 % 17.48 %
Common equity tier 1 capital 15.26 % ^(J)^ 15.32 % ^(J)^ 15.10 % 14.84 % 15.26 % 15.26 % ^(J)^ 15.26 %
Tier 1 risk-based capital 15.26 % ^(J)^ 15.32 % ^(J)^ 15.10 % 14.84 % 15.26 % 15.26 % ^(J)^ 15.26 %
Total risk-based capital 15.91 % ^(J)^ 15.99 % ^(J)^ 15.45 % 15.20 % 15.71 % 15.91 % ^(J)^ 15.71 %
Tier 1 leverage capital 9.58 % ^(J)^ 9.44 % ^(J)^ 9.62 % 9.55 % 9.50 % 9.58 % ^(J)^ 9.50 %
Period end tangible equity to period end tangible assets ^(G)^ 9.48 % 9.19 % 9.07 % 9.18 % 9.18 % 9.48 % 9.18 %
Other Data
Weighted-average shares used in computing earnings per common share
Basic 91,772 92,161 92,162 92,683 92,935 91,965 92,895
Diluted 91,772 92,161 92,162 92,683 92,935 91,965 92,895
Period end shares outstanding 91,196 92,160 92,170 92,160 92,935 91,196 92,935
Cash dividends paid per common share $ 0.52 $ 0.52 $ 0.52 $ 0.49 $ 0.49 $ 1.04 $ 0.98
Book value per common share $ 71.51 $ 70.58 $ 69.73 $ 68.85 $ 67.90 $ 71.51 $ 67.90
Tangible book value per common share ^(G)^ $ 35.46 $ 34.87 $ 34.00 $ 33.09 $ 32.40 $ 35.46 $ 32.40
Common Stock Market Price
High $ 73.50 $ 80.46 $ 78.67 $ 72.97 $ 78.06 $ 80.46 $ 83.02
Low $ 64.69 $ 69.08 $ 68.53 $ 64.40 $ 69.83 $ 64.69 $ 66.45
Period end closing price $ 68.27 $ 69.38 $ 72.35 $ 71.13 $ 71.80 $ 68.27 $ 71.80
Employees – FTE (excluding overtime) 3,576 3,595 3,704 3,625 3,724 3,576 3,724
Number of banking centers 272 272 273 273 274 272 274

(D) Includes purchase accounting adjustments for the periods presented as follows:

Three Months Ended Year-to-Date
Jun 30, 2022 Mar 31, 2022 Dec 31, 2021 Sep 30, 2021 Jun 30, 2021 Jun 30, 2022 Jun 30, 2021
Loan discount accretion
ASC 310-20 $(265) $4,674 $4,635 $3,761 $9,731 $4,409 $23,044
ASC 310-30 $324 $521 $731 $1,618 $2,462 $845 $5,489
Securities net amortization $12 $52 $139 $136 $171 $64 $282
Time deposits amortization $84 $100 $127 $201 $327 $184 $834

(E) Using effective tax rate of 21.3, 21.2%, 21.2%, 21.3% and 21.2% for the three months ended June 30, 2022, March 31, 2022, December 31, 2021, September 30, 2021 and June 30, 2021, respectively, and 21.2% and 21.3% for the six months ended June 30, 2022 and June 30, 2021, respectively.

(F) Interim periods annualized.

(G) Refer to the “Notes to Selected Financial Data” at the end of this Earnings Release for a reconciliation of this non-GAAP financial measure to the nearest GAAP financial measure.

(H) Net interest margin for all periods presented is based on average balances on an actual 365-day basis.

(I) Calculated by dividing total noninterest expense, excluding credit loss provisions, by net interest income plus noninterest income, excluding net gains and losses on the sale or write down of assets and securities. Additionally, taxes are not part of this calculation.

(J)  Beginning on January 1, 2022, the cumulative amount of the current expected credit loss (“CECL”) transition adjustments is being phased in over a three-year transition period.

Page 10

Prosperity Bancshares, Inc.^®^

Financial Highlights (Unaudited)

(Dollars in thousands)

YIELD ANALYSIS Three Months Ended
Jun 30, 2022 Mar 31, 2022 Jun 30, 2021
Average<br><br><br>Balance Interest<br><br><br>Earned/<br><br><br>Interest<br><br><br>Paid Average<br><br><br>Yield/<br><br><br>Rate ^(K)^ Average<br><br><br>Balance Interest<br><br><br>Earned/<br><br><br>Interest<br><br><br>Paid Average<br><br><br>Yield/<br><br><br>Rate ^(K)^ Average<br><br><br>Balance Interest<br><br><br>Earned/<br><br><br>Interest<br><br><br>Paid Average<br><br><br>Yield/<br><br><br>Rate ^(K)^
Interest-earning assets:
Loans held for sale $ 3,199 $ 40 5.02% $ 4,611 $ 40 3.52% $ 13,716 $ 109 3.19%
Loans held for investment 16,799,609 182,286 4.35% 16,712,690 183,033 4.44% 17,305,259 200,817 4.65%
Loans held for investment - Warehouse Purchase Program 1,257,521 10,444 3.33% 1,268,715 9,952 3.18% 1,984,305 15,877 3.21%
Total Loans 18,060,329 192,770 4.28% 17,986,016 193,025 4.35% 19,303,280 216,803 4.50%
Investment securities 14,989,666 64,111 1.72% ^(L)^ 13,772,974 55,011 1.62% ^(L)^ 11,180,948 43,708 1.57% ^(L)^
Federal funds sold and other earning assets 540,907 925 0.69% 2,135,503 847 0.16% 1,221,993 340 0.11%
Total interest-earning assets 33,590,902 257,806 3.08% 33,894,493 248,883 2.98% 31,706,221 260,851 3.30%
Allowance for credit losses on loans (284,550 ) (285,692 ) (306,059 )
Noninterest-earning assets 4,448,060 4,458,669 4,695,860
Total assets $ 37,754,412 $ 38,067,470 $ 36,096,022
Interest-bearing liabilities:
Interest-bearing demand deposits $ 6,437,614 $ 2,154 0.13% $ 6,775,114 $ 2,452 0.15% $ 6,281,068 $ 5,471 0.35%
Savings and money market deposits 10,702,273 4,473 0.17% 10,870,461 4,026 0.15% 9,872,624 5,490 0.22%
Certificates and other time deposits 2,409,663 2,014 0.34% 2,637,529 2,276 0.35% 2,980,186 4,327 0.58%
Other borrowings 112,582 450 1.60%
Securities sold under repurchase agreements 463,108 244 0.21% 452,054 185 0.17% 383,975 164 0.17%
Total interest-bearing liabilities 20,125,240 9,335 0.19% ^(M)^ 20,735,158 8,939 0.17% ^(M)^ 19,517,853 15,452 0.32% ^(M)^
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits 10,855,802 10,636,624 10,062,085
Allowance for credit losses on off-balance sheet credit exposures 29,947 29,947 29,947
Other liabilities 186,344 176,360 198,748
Total liabilities 31,197,333 31,578,089 29,808,633
Shareholders' equity 6,557,079 6,489,381 6,287,389
Total liabilities and shareholders' equity $ 37,754,412 $ 38,067,470 $ 36,096,022
Net interest income and margin $ 248,471 2.97% $ 239,944 2.87% $ 245,399 3.10%
Non-GAAP to GAAP reconciliation:
Tax equivalent adjustment 445 472 586
Net interest income and margin (tax equivalent basis) $ 248,916 2.97% $ 240,416 2.88% $ 245,985 3.11%

(K) Annualized and based on an actual 365-day basis.

(L) Yield on securities was impacted by net premium amortization of $11,450, $12,857 and $14,436 for the three months ended June 30, 2022, March 31, 2022 and June 30, 2021, respectively.

(M) Total cost of funds, including noninterest bearing deposits, was 0.12%, 0.12% and 0.21% for the three months ended June 30, 2022, March 31, 2022 and June 30, 2021, respectively.

Page 11

Prosperity Bancshares, Inc.^®^

Financial Highlights (Unaudited)

(Dollars in thousands)

YIELD ANALYSIS Year-to-Date
Jun 30, 2022 Jun 30, 2021
Average<br><br><br>Balance Interest<br><br><br>Earned/<br><br><br>Interest<br><br><br>Paid Average<br><br><br>Yield/<br><br><br>Rate ^(N)^ Average<br><br><br>Balance Interest<br><br><br>Earned/<br><br><br>Interest<br><br><br>Paid Average<br><br><br>Yield/<br><br><br>Rate ^(N)^
Interest-earning assets:
Loans held for sale $ 3,901 $ 80 4.14% $ 23,468 $ 347 2.98%
Loans held for investment 16,756,345 365,319 4.40% 17,292,235 414,795 4.84%
Loans held for investment - Warehouse Purchase Program 1,263,132 20,396 3.26% 2,175,888 34,736 3.22%
Total loans 18,023,378 385,795 4.32% 19,491,591 449,878 4.65%
Investment securities 14,384,681 119,122 1.67% ^(O)^ 10,170,508 82,385 1.63% ^(O)^
Federal funds sold and other earning assets 1,333,800 1,772 0.27% 1,363,533 691 0.10%
Total interest-earning assets 33,741,859 506,689 3.03% 31,025,632 532,954 3.46%
Allowance for credit losses on loans (285,118 ) (310,798 )
Noninterest-earning assets 4,453,117 4,609,640
Total assets $ 37,909,858 $ 35,324,474
Interest-bearing liabilities:
Interest-bearing demand deposits $ 6,605,431 $ 4,606 0.14% $ 6,197,235 $ 11,414 0.37%
Savings and money market deposits 10,785,902 8,499 0.16% 9,647,594 11,243 0.24%
Certificates and other time deposits 2,522,966 4,290 0.34% 3,005,761 9,993 0.67%
Other borrowings 56,602 450 1.60%
Securities sold under repurchase agreements 457,612 429 0.19% 380,339 323 0.17%
Total interest-bearing liabilities 20,428,513 18,274 0.18% ^(P)^ 19,230,929 32,973 0.35% ^(P)^
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits 10,746,819 9,636,800
Allowance for credit losses on off-balance sheet credit exposures 29,947 29,947
Other liabilities 181,157 184,023
Total liabilities 31,386,436 29,081,699
Shareholders' equity 6,523,422 6,242,775
Total liabilities and shareholders' equity 37,909,858 $ 35,324,474
Net interest income and margin $ 488,415 2.92% $ 499,981 3.25%
Non-GAAP to GAAP reconciliation:
Tax equivalent adjustment 917 1,222
Net interest income and margin (tax equivalent basis) $ 489,332 2.92% $ 501,203 3.26%

(N) Annualized and based on an actual 365-day basis.

(O) Yield on securities was impacted by net premium amortization of $24,307 and $27,280 for the six months ended June 30, 2022 and 2021, respectively.

(P) Total cost of funds, including noninterest bearing deposits, was 0.12% and 0.23% for the six months ended June 30, 2022 and 2021, respectively.

Page 12

Prosperity Bancshares, Inc.^®^

Financial Highlights (Unaudited)

(Dollars in thousands)

Three Months Ended
Jun 30, 2022 Mar 31, 2022 Dec 31, 2021 Sep 30, 2021 Jun 30, 2021
YIELD TREND ^(Q)^
Interest-Earning Assets:
Loans held for sale 5.02 % 3.52 % 3.20 % 3.08 % 3.19 %
Loans held for investment 4.35 % 4.44 % 4.53 % 4.62 % 4.65 %
Loans held for investment - Warehouse Purchase Program 3.33 % 3.18 % 3.12 % 3.18 % 3.21 %
Total loans 4.28 % 4.35 % 4.40 % 4.48 % 4.50 %
Investment securities ^(R)^ 1.72 % 1.62 % 1.46 % 1.50 % 1.57 %
Federal funds sold and other earning assets 0.69 % 0.16 % 0.16 % 0.16 % 0.11 %
Total interest-earning assets 3.08 % 2.98 % 3.07 % 3.24 % 3.30 %
Interest-Bearing Liabilities:
Interest-bearing demand deposits 0.13 % 0.15 % 0.14 % 0.24 % 0.35 %
Savings and money market deposits 0.17 % 0.15 % 0.15 % 0.18 % 0.22 %
Certificates and other time deposits 0.34 % 0.35 % 0.38 % 0.47 % 0.58 %
Other borrowings 1.60 %
Securities sold under repurchase agreements 0.21 % 0.17 % 0.17 % 0.17 % 0.17 %
Total interest-bearing liabilities 0.19 % 0.17 % 0.18 % 0.24 % 0.32 %
Net Interest Margin 2.97 % 2.87 % 2.96 % 3.09 % 3.10 %
Net Interest Margin (tax equivalent) 2.97 % 2.88 % 2.97 % 3.10 % 3.11 %

(Q) Annualized and based on average balances on an actual 365-day basis.

(R) Yield on securities was impacted by net premium amortization of $11,450, $12,857, $16,006, $15,141 and $14,436 for the three months ended June 30, 2022, March 31, 2022, December 31, 2021, September 30, 2021 and June 30, 2021, respectively.

Page 13

Prosperity Bancshares, Inc.^®^

Financial Highlights (Unaudited)

(Dollars in thousands)

Three Months Ended
Jun 30, 2022 Mar 31, 2022 Dec 31, 2021 Sep 30, 2021 Jun 30, 2021
Balance Sheet Averages
Loans held for sale $ 3,199 $ 4,611 $ 8,794 $ 11,714 $ 13,716
Loans held for investment 16,799,609 16,712,690 16,830,163 17,102,998 17,305,259
Loans held for investment - Warehouse Purchase Program 1,257,521 1,268,715 1,772,971 1,836,252 1,984,305
Total Loans 18,060,329 17,986,016 18,611,928 18,950,964 19,303,280
Investment securities 14,989,666 13,772,974 12,751,857 12,184,964 11,180,948
Federal funds sold and other earning assets 540,907 2,135,503 1,393,859 734,787 1,221,993
Total interest-earning assets 33,590,902 33,894,493 32,757,644 31,870,715 31,706,221
Allowance for credit losses on loans (284,550 ) (285,692 ) (287,191 ) (301,011 ) (306,059 )
Cash and due from banks 309,223 326,552 329,406 570,765 521,737
Goodwill 3,231,637 3,231,637 3,231,637 3,231,637 3,231,637
Core deposit intangibles, net 57,728 60,346 63,091 65,955 68,830
Other real estate 1,639 1,893 321 279 3,001
Fixed assets, net 336,242 327,297 321,524 323,584 326,570
Other assets 511,591 510,944 530,603 536,745 544,085
Total assets $ 37,754,412 $ 38,067,470 $ 36,947,035 $ 36,298,669 $ 36,096,022
Noninterest-bearing deposits $ 10,855,802 $ 10,636,624 $ 10,587,441 $ 10,286,062 $ 10,062,085
Interest-bearing demand deposits 6,437,614 6,775,114 6,196,283 6,089,678 6,281,068
Savings and money market deposits 10,702,273 10,870,461 10,286,650 9,944,664 9,872,624
Certificates and other time deposits 2,409,663 2,637,529 2,766,123 2,897,123 2,980,186
Total deposits 30,405,352 30,919,728 29,836,497 29,217,527 29,195,963
Other borrowings 112,582
Securities sold under repurchase agreements 463,108 452,054 432,981 448,338 383,975
Allowance for credit losses on off-balance sheet credit exposures 29,947 29,947 29,947 29,947 29,947
Other liabilities 186,344 176,360 234,746 229,502 198,748
Shareholders' equity 6,557,079 6,489,381 6,412,864 6,373,355 6,287,389
Total liabilities and equity $ 37,754,412 $ 38,067,470 $ 36,947,035 $ 36,298,669 $ 36,096,022

Page 14

Prosperity Bancshares, Inc.^®^

Financial Highlights (Unaudited)

(Dollars in thousands)

Jun 30, 2022 Mar 31, 2022 Dec 31, 2021 Sep 30, 2021 Jun 30, 2021
Period End Balances
Loan Portfolio
Commercial and industrial $ 2,155,727 11.8 % $ 2,007,783 11.1 % $ 2,050,631 11.0 % $ 1,841,899 9.7 % $ 2,021,951 10.5 %
Warehouse purchase program 1,137,623 6.2 % 1,344,541 7.4 % 1,775,699 9.5 % 1,998,049 10.6 % 2,095,559 10.9 %
Construction, land development and other land loans 2,460,526 13.5 % 2,327,837 12.9 % 2,299,715 12.4 % 2,269,417 12.0 % 2,147,474 11.2 %
1-4 family residential 5,156,200 28.3 % 4,970,620 27.5 % 4,860,419 26.1 % 4,709,468 24.8 % 4,531,589 23.5 %
Home equity 932,725 5.1 % 870,130 4.8 % 808,289 4.4 % 746,426 3.9 % 637,431 3.3 %
Commercial real estate (includes multi-family residential) 4,967,662 27.3 % 5,150,555 28.5 % 5,251,368 28.2 % 5,550,841 29.3 % 5,681,184 29.5 %
Agriculture (includes farmland) 665,960 3.7 % 617,418 3.4 % 620,338 3.3 % 631,497 3.3 % 590,135 3.1 %
Consumer and other 274,532 1.5 % 246,433 1.4 % 288,496 1.6 % 274,980 1.5 % 264,652 1.4 %
Energy 430,339 2.4 % 445,949 2.5 % 491,305 2.6 % 569,314 3.0 % 501,821 2.6 %
Paycheck Protection Program 27,550 0.2 % 86,258 0.5 % 169,884 0.9 % 365,841 1.9 % 779,989 4.0 %
Total loans $ 18,208,844 $ 18,067,524 $ 18,616,144 $ 18,957,732 $ 19,251,785
Deposit Types
Noninterest-bearing DDA $ 11,032,184 36.9 % $ 10,776,652 34.7 % $ 10,750,034 34.9 % $ 10,326,489 35.0 % $ 10,099,149 34.7 %
Interest-bearing DDA 6,331,314 21.2 % 6,603,934 21.2 % 6,741,092 21.9 % 6,088,923 20.7 % 6,185,115 21.2 %
Money market 6,646,726 22.3 % 7,603,329 24.5 % 7,178,904 23.3 % 6,864,664 23.3 % 6,706,252 23.0 %
Savings 3,597,820 12.0 % 3,543,300 11.4 % 3,401,727 11.1 % 3,293,850 11.2 % 3,160,606 10.9 %
Certificates and other time deposits 2,257,574 7.6 % 2,541,095 8.2 % 2,700,005 8.8 % 2,877,726 9.8 % 2,959,119 10.2 %
Total deposits $ 29,865,618 $ 31,068,310 $ 30,771,762 $ 29,451,652 $ 29,110,241
Loan to Deposit Ratio 61.0 % 58.2 % 60.5 % 64.4 % 66.1 %

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Prosperity Bancshares, Inc.^®^

Financial Highlights (Unaudited)

(Dollars in thousands)

Construction Loans

Jun 30, 2022 Mar 31, 2022 Dec 31, 2021 Sep 30, 2021 Jun 30, 2021
Single family residential construction $ 911,443 37.0 % $ 816,072 35.0 % $ 728,393 31.7 % $ 659,248 29.0 % $ 624,954 29.1 %
Land development 133,398 5.4 % 103,853 4.5 % 99,099 4.3 % 92,623 4.1 % 97,709 4.6 %
Raw land 316,750 12.9 % 310,987 13.4 % 322,673 14.0 % 315,803 13.9 % 245,484 11.4 %
Residential lots 223,703 9.1 % 212,029 9.1 % 206,978 9.0 % 195,201 8.6 % 165,645 7.7 %
Commercial lots 184,794 7.5 % 183,760 7.9 % 184,901 8.0 % 169,189 7.5 % 153,714 7.2 %
Commercial construction and other 690,453 28.1 % 701,148 30.1 % 757,687 33.0 % 837,436 36.9 % 860,069 40.0 %
Net unaccreted discount (15 ) (12 ) (16 ) (83 ) (101 )
Total construction loans $ 2,460,526 $ 2,327,837 $ 2,299,715 $ 2,269,417 $ 2,147,474

Non-Owner Occupied Commercial Real Estate Loans by Metropolitan Statistical Area (MSA) as of June 30, 2022

Houston Dallas Austin OK City Tulsa Other ^(S)^ Total
Collateral Type
Shopping center/retail $ 332,853 $ 262,721 $ 52,529 $ 18,757 $ 27,588 $ 278,111 $ 972,559
Commercial and industrial buildings 145,805 76,015 14,960 32,554 16,584 163,430 449,348
Office buildings 94,768 378,379 27,539 69,217 4,532 69,667 644,102
Medical buildings 97,855 19,913 2,547 21,126 40,062 75,306 256,809
Apartment buildings 104,393 64,513 11,774 14,060 8,153 171,424 374,317
Hotel 93,324 69,380 44,658 28,148 132,699 368,209
Other 74,843 75,197 28,423 7,480 2,724 70,620 259,287
Total $ 943,841 $ 946,118 $ 182,430 $ 191,342 $ 99,643 $ 961,257 $ 3,324,631 ^(T)^

Acquired Loans

Non-PCD Loans PCD Loans Total Acquired Loans
Balance at<br><br><br>Acquisition<br><br><br>Date Balance at<br><br><br>Mar 31, 2022 Balance at<br><br><br>Jun 30, 2022 Balance at<br><br><br>Acquisition<br><br><br>Date Balance at<br><br><br>Mar 31, 2022 Balance at<br><br><br>Jun 30, 2022 Balance at<br><br><br>Acquisition<br><br><br>Date Balance at<br><br><br>Mar 31, 2022 Balance at<br><br><br>Jun 30, 2022
Loan marks:
Acquired banks ^(U)^ $ 345,599 $ 3,469 $ 3,734 $ 320,052 $ 4,317 $ 3,993 $ 665,651 $ 7,786 $ 7,727
Acquired portfolio loan balances:
Acquired banks ^(U)^ 12,286,159 1,868,511 1,559,270 689,573 72,992 68,125 12,975,732 ^(V)^ 1,941,503 1,627,395
Acquired portfolio loan balances less loan marks $ 11,940,560 $ 1,865,042 $ 1,555,536 $ 369,521 $ 68,675 $ 64,132 $ 12,310,081 $ 1,933,717 $ 1,619,668

(S) Includes other MSA and non-MSA regions.

(T) Represents a portion of total commercial real estate loans of $4.968 billion as of June 30, 2022.

(U) Includes Bank Arlington, American State Bank, Community National Bank, First Federal Bank Texas, Coppermark Bank, First Victoria National Bank, The F&M Bank & Trust Company, Tradition Bank and LegacyTexas Bank.

(V) Actual principal balances acquired.

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Prosperity Bancshares, Inc.^®^

Financial Highlights (Unaudited)

(Dollars in thousands)

Three Months Ended Year-to-Date
Jun 30, 2022 Mar 31, 2022 Dec 31, 2021 Sep 30, 2021 Jun 30, 2021 Jun 30, 2022 Jun 30, 2021
Asset Quality
Nonaccrual loans $ 20,619 $ 21,765 $ 26,269 $ 35,035 $ 32,880 $ 20,619 $ 32,880
Accruing loans 90 or more days past due 13 3,695 887 1,038 330 13 330
Total nonperforming loans 20,632 25,460 27,156 36,073 33,210 20,632 33,210
Repossessed assets 19 310 326 310 310
Other real estate 1,555 1,705 622 150 144 1,555 144
Total nonperforming assets $ 22,187 $ 27,184 $ 28,088 $ 36,549 $ 33,664 $ 22,187 $ 33,664
Nonperforming assets:
Commercial and industrial (includes energy) $ 2,964 $ 4,403 $ 6,150 $ 8,199 $ 8,613 $ 2,964 $ 8,613
Construction, land development and other land loans 1,866 1,761 1,841 803 1,423 1,866 1,423
1-4 family residential (includes home equity) 14,335 11,899 11,990 11,117 11,681 14,335 11,681
Commercial real estate (includes multi-family residential) 2,448 7,685 7,276 15,691 11,266 2,448 11,266
Agriculture (includes farmland) 567 1,402 816 643 661 567 661
Consumer and other 7 34 15 96 20 7 20
Total $ 22,187 $ 27,184 $ 28,088 $ 36,549 $ 33,664 $ 22,187 $ 33,664
Number of loans/properties 160 147 157 155 152 160 152
Allowance for credit losses on loans $ 283,959 $ 285,163 $ 286,380 $ 287,187 $ 302,884 $ 283,959 $ 302,884
Net charge-offs (recoveries):
Commercial and industrial (includes energy) $ (197 ) $ 14 $ 177 $ 3,763 $ 3,529 $ (183 ) $ 5,113
Construction, land development and other land loans (5 ) 430 (162 ) (4 ) (105 ) 425 (110 )
1-4 family residential (includes home equity) (32 ) 87 (72 ) 66 (6 ) 55 41
Commercial real estate (includes multi-family residential) 395 (366 ) (10 ) 11,180 517 29 7,106
Agriculture (includes farmland) (9 ) (103 ) (102 ) (63 ) (9 ) (112 ) 24
Consumer and other 1,052 1,155 976 755 400 2,207 1,010
Total $ 1,204 $ 1,217 $ 807 $ 15,697 $ 4,326 $ 2,421 $ 13,184
Asset Quality Ratios
Nonperforming assets to average interest-earning assets 0.07 % 0.08 % 0.09 % 0.11 % 0.11 % 0.07 % 0.11 %
Nonperforming assets to loans and other real estate 0.12 % 0.15 % 0.15 % 0.19 % 0.17 % 0.12 % 0.17 %
Net charge-offs to average loans (annualized) 0.03 % 0.03 % 0.02 % 0.33 % 0.09 % 0.03 % 0.14 %
Allowance for credit losses on loans to total loans 1.56 % 1.58 % 1.54 % 1.51 % 1.57 % 1.56 % 1.57 %
Allowance for credit losses on loans to total loans, excluding Warehouse Purchase Program loans and Paycheck Protection Program loans ^(G)^ 1.67 % 1.71 % 1.72 % 1.73 % 1.85 % 1.67 % 1.85 %

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Prosperity Bancshares, Inc.^®^

Notes to Selected Financial Data (Unaudited)

(Dollars and share amounts in thousands, except per share data)

NOTES TO SELECTED FINANCIAL DATA

Prosperity’s management uses certain non-GAAP (generally accepted accounting principles) financial measures to evaluate its performance. Specifically, Prosperity reviews return on average tangible common equity; tangible book value per share; the tangible equity to tangible assets ratio; allowance for credit losses on loans to total loans excluding Warehouse Purchase Program and PPP loans; and the efficiency ratio, excluding net gains and losses on the sale or write down of assets and securities, for internal planning and forecasting purposes. In addition, due to the application of purchase accounting, Prosperity uses certain non-GAAP financial measures and ratios that exclude the impact of these items to evaluate its allowance for credit losses on loans to total loans (excluding Warehouse Purchase Program loans and PPP loans). Prosperity has included information below relating to these non-GAAP financial measures for the applicable periods presented.

Three Months Ended Year-to-Date
Jun 30, 2022 Mar 31, 2022 Dec 31, 2021 Sep 30, 2021 Jun 30, 2021 Jun 30, 2022 Jun 30, 2021
Reconciliation of return on average common equity to return on average tangible common equity:
Net income $ 128,490 $ 122,326 $ 126,787 $ 128,590 $ 130,611 $ 250,816 $ 263,920
Average shareholders' equity $ 6,557,079 $ 6,489,381 $ 6,412,864 $ 6,373,355 $ 6,287,389 $ 6,523,422 $ 6,242,775
Less: Average goodwill and other intangible assets (3,289,365 ) (3,291,983 ) (3,294,728 ) (3,297,592 ) (3,300,467 ) (3,290,667 ) (3,302,718 )
Average tangible shareholders’ equity $ 3,267,714 $ 3,197,398 $ 3,118,136 $ 3,075,763 $ 2,986,922 $ 3,232,755 $ 2,940,057
Return on average tangible common equity ^(F)^ 15.73 % 15.30 % 16.26 % 16.72 % 17.49 % 15.52 % 17.95 %
Reconciliation of book value per share to tangible book value per share:
Shareholders’ equity $ 6,521,827 $ 6,504,424 $ 6,427,236 $ 6,345,441 $ 6,310,337 $ 6,521,827 $ 6,310,337
Less: Goodwill and other intangible assets (3,288,119 ) (3,290,700 ) (3,293,320 ) (3,296,175 ) (3,299,053 ) (3,288,119 ) (3,299,053 )
Tangible shareholders’ equity $ 3,233,708 $ 3,213,724 $ 3,133,916 $ 3,049,266 $ 3,011,284 $ 3,233,708 $ 3,011,284
Period end shares outstanding 91,196 92,160 92,170 92,160 92,935 91,196 92,935
Tangible book value per share $ 35.46 $ 34.87 $ 34.00 $ 33.09 $ 32.40 $ 35.46 $ 32.40
Reconciliation of equity to assets ratio to period end tangible equity to period end tangible assets ratio:
Tangible shareholders’ equity $ 3,233,708 $ 3,213,724 $ 3,133,916 $ 3,049,266 $ 3,011,284 $ 3,233,708 $ 3,011,284
Total assets $ 37,387,256 $ 38,271,186 $ 37,833,970 $ 36,512,119 $ 36,099,924 $ 37,387,256 $ 36,099,924
Less: Goodwill and other intangible assets (3,288,119 ) (3,290,700 ) (3,293,320 ) (3,296,175 ) (3,299,053 ) (3,288,119 ) (3,299,053 )
Tangible assets $ 34,099,137 $ 34,980,486 $ 34,540,650 $ 33,215,944 $ 32,800,871 $ 34,099,137 $ 32,800,871
Period end tangible equity to period end tangible assets ratio 9.48 % 9.19 % 9.07 % 9.18 % 9.18 % 9.48 % 9.18 %
Reconciliation of allowance for credit losses to total loans to allowance for credit losses on loans to total loans excluding Warehouse Purchase Program and Paycheck Protection Program loans:
Allowance for credit losses on loans $ 283,959 $ 285,163 $ 286,380 $ 287,187 $ 302,884 $ 283,959 $ 302,884
Total loans $ 18,208,844 $ 18,067,524 $ 18,616,144 $ 18,957,732 $ 19,251,785 $ 18,208,844 $ 19,251,785
Less: Warehouse Purchase Program loans (1,137,623 ) (1,344,541 ) (1,775,699 ) (1,998,049 ) (2,095,559 ) (1,137,623 ) (2,095,559 )
Less: Paycheck Protection Program loans (27,550 ) (86,258 ) (169,884 ) (365,841 ) (779,989 ) (27,550 ) (779,989 )
Total loans less Warehouse Purchase Program and Paycheck Protection Program loans $ 17,043,671 $ 16,636,725 $ 16,670,561 $ 16,593,842 $ 16,376,237 $ 17,043,671 $ 16,376,237
Allowance for credit losses on loans to total loans excluding Warehouse Purchase Program and Paycheck Protection Program loans 1.67 % 1.71 % 1.72 % 1.73 % 1.85 % 1.67 % 1.85 %
Reconciliation of efficiency ratio to efficiency ratio excluding net gains and losses on the sale of assets and securities:
Noninterest expense $ 122,878 $ 119,850 $ 119,538 $ 119,815 $ 115,191 $ 242,728 $ 234,267
Net interest income $ 248,471 $ 239,944 $ 244,760 $ 248,567 $ 245,399 $ 488,415 $ 499,981
Noninterest income 37,594 35,122 35,757 34,645 35,556 72,716 69,564
Less: net gain (loss) on sale or write down of assets 1,108 689 1,165 255 (244 ) 1,797 (323 )
Noninterest income excluding net gains and losses on the sale or write down of assets and securities 36,486 34,433 34,592 34,390 35,800 70,919 69,887
Total income excluding net gains and losses on the sale or write down of assets and securities $ 284,957 $ 274,377 $ 279,352 $ 282,957 $ 281,199 $ 559,334 $ 569,868
Efficiency ratio, excluding net gains and losses on the sale or write down of assets and securities 43.12 % 43.68 % 42.79 % 42.34 % 40.96 % 43.40 % 41.11 %

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