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S-4 S-4 EX-FILING FEES 0001068851 PROSPERITY BANCSHARES INC N/A N/A 0001068851 2026-04-03 2026-04-03 0001068851 1 2026-04-03 2026-04-03 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-4

PROSPERITY BANCSHARES INC

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common stock, par value $1.00 per share Other 19,491,174 $ 1,264,901,828.00 0.0001381 $ 174,682.94
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 1,264,901,828.00

$ 174,682.94

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 174,682.94

Offering Note

1

Rule 457(f) Fee Calculation Details

This registration statement relates to the registration of the maximum number of shares of common stock, par value $1.00 per share, of Prosperity Bancshares, Inc. ("Prosperity"), estimated to be issuable by the registrant pursuant to the merger described in this registration statement and the Agreement and Plan of Merger (as may be amended from time to time, the "Merger Agreement"), dated as of January 27, 2026, by and between Prosperity and Stellar Bancorp, Inc. ("Stellar"). The amount in the "Amount Registered" column represents the maximum number of shares of Prosperity common stock estimated to be issuable pursuant to the merger, as defined in this registration statement. The number of shares of Prosperity common stock being registered is based on (a) (i) 51,252,100, which represents the maximum number of shares of common stock, par value $0.01 per share, of Stellar estimated to be outstanding immediately prior to the merger described herein and in the Merger Agreement (calculated as the sum of an estimate of the maximum number of Stellar common stock outstanding as of March 30, 2026 or issuable or expected to be converted or exchanged (including in respect of Stellar's equity awards) in connection with the merger), multiplied by (b) the exchange ratio of 0.3803 shares of Prosperity common stock for each share of Stellar common stock. The "Maximum Aggregate Offering Price" is estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and calculated in accordance with Rules 457(c), 457(f)(1) and 457(f)(3) under the Securities Act, based on (i) the market value of the estimated maximum number of shares of Stellar common stock that may be canceled and exchanged in the merger (as set forth in the preceding sentence), as established by the average of the high and low sales prices of Stellar common stock on the New York Stock Exchange (the "NYSE") on March 30, 2026 of $36.04, minus (ii) $582,223,856, which is the aggregate amount of cash estimated to be paid by Prosperity to Stellar shareholders in the merger.
Amount of Securities to be Received or Cancelled Value per Share of Securities to be Received or Cancelled Total Value of Securities to be Received or Cancelled Cash Consideration Received by the registrant Cash Consideration (Paid) by the registrant Maximum Aggregate Offering Price
51,252,100 $ 36.04 $ 1,847,125,684.00 $ 582,223,856.00 $ 1,264,901,828.00

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date