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Correspondence 0001193125-25-320085 from PROSPERITY BANCSHARES INC (PB)

PROSPERITY BANCSHARES INC
Date: Dec. 16, 2025 · CIK: 0001068851 · Accession: 0001193125-25-320085

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File numbers found in text: 333-291874

Date
December 16, 2025
Author
Charlotte Rasche
Form
CORRESP
Company
PROSPERITY BANCSHARES INC

Letter

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 ]

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

Very truly yours,
PROSPERITY BANCSHARES, INC.

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CORRESP
 1
 filename1.htm

 CORRESP

 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