Prosperity Bancshares Inc 2024年度报告

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 PROSPERITY BANCSHARES, INC.® (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T(§232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer☒Non-accelerated Filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ The aggregate market value of the shares of common stock held by non-affiliates as of June 30, 2024, based on the closing price of thecommon stock on the New York Stock Exchange on June 30, 2024 was approximately $5.58billion. As of February 24, 2025, the number of outstanding shares of common stock was95,262,717. Documents Incorporated by Reference: Portions of the Company’s Proxy Statement relating to the 2025 Annual Meeting of Shareholders, which will be filed within 120 days afterDecember 31, 2024, are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K. PROSPERITY BANCSHARES, INC.®2024 ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS PART IItem 1.Business1General1Recent Acquisitions1Available Information2Human Capital2Banking Activities3Business Strategies4Competition5Supervision and Regulation5Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments27Item 1C.Cybersecurity28Item 2.Properties29Item 3.Legal Proceedings29Item 4.Mine Safety Disclosures29PART IIItem 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecurities30Item 6.[Reserved]32Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations33Overview34Recent Acquisitions35Critical Accounting Estimates36Results of Operations37Financial Condition44Item 7A.Quantitative and Qualitative Disclosures about Market Risk68Item 8.Financial Statements and Supplementary Data68Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure69Item 9A.Controls and Procedures69Item 9B.Other Information72Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections72PART IIIItem 10.Directors, Executive Officers and Corporate Governance72Item 11.Executive Compensation72Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters72Item 13.Certain Relationships and Related Transactions and Director Independence72Item 14.Principal Accountant Fees and Services72PART IVItem 15.Exhibits and Financial Statement Schedules73Signatures76 PART I ITEM 1.BUSINESS General Prosperity Bancshares, Inc.®, a Texas corporation (the “Company”), was formed in 1