{"url_path":"/sec/pb/8-k/2026-07-01/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1068851/0001193125-26-291486-index.html","accession_number":"0001193125-26-291486","cik":"0001068851","ticker":"PB","issuer_name":"PROSPERITY BANCSHARES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1068851/0001193125-26-291486-index.html","primary_entity_key":"0001068851","primary_entity_name":"PROSPERITY BANCSHARES INC"},"word_count":681,"has_tables":true,"body_markdown":"Item 5.02.\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nAppointment of Directors to the Boards of Directors of Prosperity\n\nIn accordance with the terms of the Merger Agreement, as of the Effective Time, the size of the board of directors of the Company (the “Board”) was increased to consist of a total of 16 directors, including the 14 directors of the Company as of immediately prior to the Effective Time and two former directors of Stellar. The two former directors of Stellar appointed by the Board, in each case effective as of the Effective Time, were Robert R. Franklin, Jr. and Joseph B. Swinbank. Mr. Franklin was appointed to serve as a Class I director and Mr. Swinbank was appointed to serve as a Class III director, each with a term expiring at the Company’s next annual meeting of shareholders.\n\nAppointment of Vice Chairman to Prosperity and Prosperity Bank\n\nEffective as of the Effective Time, Mr. Franklin was appointed to the position of Vice Chairman of Prosperity and Prosperity Bank. Mr. Franklin, 71, served as Executive Chairman and director of Stellar Bank and Chief Executive Officer and director of Stellar from 2022 until the Effective Time. Mr. Franklin also served as Chairman, President and Chief Executive Officer of CBTX, Inc. from 2013 until 2022. Mr. Franklin graduated from the University of Texas at Austin in 1977 with a B.B.A. in Finance.\n\nOn June 9, 2026, Prosperity entered into an Amended and Restated Employment Agreement with Mr. Franklin (the “Franklin Agreement”). Pursuant to the Franklin Agreement, Mr. Franklin will serve on the Board of Prosperity and as Vice Chairman of Prosperity Bank for a three-year term commencing at the Effective Time (the “Term”). During the Term, Mr. Franklin will receive an annual base salary of $1,120,187 and will be eligible to receive an annual bonus with a target opportunity equal to 175% of his base salary. Mr. Franklin will also be eligible to participate in Prosperity equity and/or other long-term compensation plans.\n\nShortly following the Effective Time, Prosperity will grant to Mr. Franklin an award of restricted stock consisting of 25,000 shares of Prosperity common stock (the “RSA Award”). The RSA Award will vest on third anniversary of the date of grant, subject to Mr. Franklin’s continued employment through such date, except as otherwise described below. In addition, Mr. Franklin will receive a signing bonus of $3,000,000, less applicable withholdings, payable on Prosperity Bank’s first regular payroll date following the Effective Time.\n\nIn the event of Mr. Franklin’s termination of employment without cause (other than due to death or disability) during the Term, and subject to his execution and non-revocation of a general release of claims and continued compliance with certain restrictive covenants, including confidentiality, noncompetition and nonsolicitation covenants, Mr. Franklin will be entitled to receive (i) a lump sum cash payment equal to his base salary for the remainder of the Term and (ii) immediate full vesting of the RSA Award. In addition, the RSA Award will fully vest upon Mr. Franklin’s earlier death.\n\nThe foregoing description of the Franklin Agreement is qualified in its entirety by reference to the Franklin Agreement, which is included as Exhibit 10.1 hereto and is incorporated herein by reference.\n\nOther than as described in this Item 5.02, there are no other arrangements or understandings between Mr. Franklin or Mr. Swinbank, on the one hand, and the Company, on the other hand, or any other person pursuant to which Mr. Franklin or Mr. Swinbank was appointed as a director of the Company or related party transactions between Mr.\n\n \n\n3\n\nFranklin or Mr. Swinbank, on the one hand, and the Company, on the other hand, that are required to be disclosed under Item 404(a) of Regulation S-K. Non-employee members of the Board will be compensated for such service as described in the proxy statement filed by Prosperity in connection with its 2026 annual meeting of shareholders on March 16, 2026 and in any information that Prosperity files with the Commission that updates or supersedes that information."}