Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 15, 2024, upon the recommendation of the Compensation Committee of the Board of Directors of Prosperity Bancshares, Inc. (the "Company"), the Company and Prosperity Bank (the "Bank" and, together with the Company, the "Employer") entered into a Fourth Amended and Restated Employment Agreement (the "Agreement") with David Zalman, the Senior Chairman and Chief Executive Officer of the Company.

The Agreement amends and restates the Third Amended and Restated Agreement effective December 29, 2023 (the "Prior Agreement"), the material terms of which are disclosed in the Company's Definitive Proxy Statement dated March 14, 2024. The primary changes reflected in the Agreement are to the obligations of the Employer upon a Change in Control (as defined in the Agreement) as summarized below.

The Prior Agreement provided that upon a Change in Control, Mr. Zalman would receive a payment equal to three times his Base Salary (as defined in the Agreement) and three times his Average Annual Bonus (as defined in the Agreement). The Agreement provides that the Employer will make a cash payment to Mr. Zalman equal to the aggregate of the following amounts only if he terminates the Agreement with Good Reason (as defined in the Agreement) or if the Employer terminates the Agreement without Cause (as defined in the Agreement), in each case during the period that begins six months before a Change in Control and ends 18 months after a Change in Control:

(1) any unpaid portion of Mr. Zalman's base salary then in effect through the date of termination;

(2) any compensation previously deferred by Mr. Zalman and not yet paid by the Employer;

(3) any accrued but unpaid vacation pay;

(4) any amounts or benefits to which Mr. Zalman may be entitled through the date of termination under then-existing or applicable plans, programs, arrangements and policies of the Employer;

(5) an amount equal to three times Mr. Zalman's base salary in effect on the termination date (prior to any reduction giving rise to Good Reason); and

(6) an amount equal to three times Mr. Zalman's Average Annual Bonus (as defined in the Agreement).

The summary of the Agreement set forth above is qualified in its entirety by reference to Exhibit 10.1, which is incorporated herein by reference.

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