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December 16, 2025

VIA EDGAR

Robert Arzonetti

Division of Corporation Finance

Office of Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

  Re:

Prosperity Bancshares, Inc.

Registration Statement on Form S-4

File No. 333-291874

Request for Effectiveness

Dear Mr. Arzonetti:

Reference is made to the Registration Statement on Form S-4 (File No. 333-291874) filed by Prosperity Bancshares, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on December 1, 2025, as amended on December 16, 2025 (the “Registration Statement”).

The Company hereby requests the Registration Statement be made effective at 12:00 p.m., Eastern Time, on December 18, 2025, or as soon as possible thereafter, in accordance with Rule 461 promulgated under the Securities Act of 1933, as amended.

Please contact Matthew T. Carpenter at (212) 403-1031 or MTCarpenter@wlrk.com with any questions you may have concerning this letter, or if you require any additional information. Please notify Mr. Carpenter when this request for acceleration of effectiveness of the Registration Statement has been granted.

[Signature Page Follows]


Very truly yours,

PROSPERITY BANCSHARES, INC.

By:   /s/ Charlotte Rasche

Name:

 

Charlotte Rasche

Title:   Executive Vice President and General Counsel

 

cc:

Matthew T. Carpenter, Wachtell, Lipton, Rosen & Katz