8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 1, 2013

PROSPERITY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Texas	1-35388	74-2331986
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4295 San Felipe

Houston, Texas 77027

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (281) 269-7199

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Other Events.

On July 1, 2013, Prosperity Bancshares, Inc. (“Prosperity”), a Texas corporation and parent company of Prosperity Bank, El Campo, Texas, issued a press release announcing that it had entered into an Agreement and Plan of Reorganization (the “Agreement”) with FVNB Corp. (“FVNB”), a Texas corporation and parent company of First Victoria National Bank, Victoria, Texas, pursuant to which FVNB will merge with and into Prosperity.

Under the terms of the Agreement, all outstanding stock of FVNB will be converted into the right to receive an aggregate of 5,570,818 shares of Prosperity common stock, plus cash in lieu of any fractional share, and an amount of cash equal to $91,250,000, subject to certain conditions and potential adjustment as described in the Agreement. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval of the shareholders of FVNB. The transaction is expected to close during the fourth quarter of 2013, although delays could occur.

Prosperity posted on the Investor Relations page of its internet website a slide presentation related to its proposed acquisition of FVNB. A copy of the slide presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The foregoing description is qualified in its entirety by reference to such exhibit. Prosperity is not undertaking to update this presentation.

As provided in General Instruction B.2 to Form 8-K, the information furnished in Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events

The press release announcing the proposed transaction is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following are exhibits to this Current Report on Form 8-K:

Exhibit Number	Description of Exhibit
99.1	Prosperity Bancshares, Inc. Presentation dated July 1, 2013.
99.2	Press Release issued by Prosperity Bancshares, Inc. dated July 1, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PROSPERITY BANCSHARES, INC.
	(Registrant)
Dated: July 1, 2013	By:	/s/ Charlotte M. Rasche
		Charlotte M. Rasche
		Executive Vice President and General Counsel

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Prosperity Bancshares, Inc. Presentation dated July 1, 2013.
99.2	Press Release issued by Prosperity Bancshares, Inc. dated July 1, 2013.

EX-99.1

Acquisition of FVNB Corp.

July 1, 2013

Exhibit 99.1

2

“Safe Harbor”

Statement

“Safe Harbor”

Statement

under the Private Securities Litigation Reform Act of 1995

Statements contained in this presentation which are not

historical facts and which pertain to future operating results

of

Prosperity

Bancshares

®

and

its

subsidiaries

constitute

“forward-looking

statements”

within

the

meaning

of

the

Private Securities Litigation reform Act of 1995. These

forward-looking statements involve significant risks and

uncertainties. Actual results may differ materially from the

results discussed in these forward-looking statements. Factors

that might cause such a difference include, but are not limited

to, those discussed in the company’s periodic filings with the

SEC.

Copies

of

the

SEC

filings

for

Prosperity

Bancshares

®

may be downloaded from the Internet at no charge from

www.prosperitybankusa.com.

3

Strategic Rationale

Strategic Rationale

•

Strengthens

Prosperity’s

position

in

the

economically

attractive

Gulf

Coast

and

Central

regions

of

Texas:

–

Complimentary franchises and markets

–

Similar cultures and operating philosophies

–

Enhances market share in existing Victoria and Bryan/College Station markets

–

Adds to the North Houston footprint near The Woodlands, where Exxon Mobil is building their 400 acre headquarters to house

10,000+ employees

–

–

$540 million trust assets under management at year end 2012, significantly enhancing current trust business

(1) Per Cetera Financial Institutions rankings

•

Diversifies Prosperity’s revenue stream with FVNB’s brokerage and trust businesses

•

Meaningful accretion to earnings per share

•

Prosperity will remain well-capitalized

•

Following the merger, Prosperity will be the 39th largest U.S. headquartered banking institution

FVNB

ranks

#1

against

peers,

#5

overall

in

brokerage

commissions

(1)

4

Strengthens Texas Franchise

Strengthens Texas Franchise

Source: SNL Financial

* Branch count excludes duplicative drive-thru locations and includes one FVNB loan production office in Sugar Land

(2)

PB (222)*

FVNB (34)*

Pro Forma Branch Footprint

Victoria

Midland

Odessa

5

Enhances Market Share

Enhances Market Share

Source: SNL Financial

Note: Deposit data as of June 30, 2012; Pro forma for pending and completed transactions

* Branch count excludes duplicative drive-thru locations and includes one FVNB loan production office in Sugar Land

Texas Deposit Market Share

Number

Deposits in

Market

of

Market

Share

Rank

Institution (ST)

Branches

($mm)

(%)

1

JPMorgan Chase & Co. (NY)

681

106,289

20.6

2

Bank of America Corp. (NC)

437

79,784

15.5

3

Wells Fargo & Co. (CA)

689

56,269

10.9

4

BBVA

374

28,035

5.4

5

Cullen/Frost Bankers Inc. (TX)

131

17,365

3.4

Pro Forma

250

13,219

2.6

6

Prosperity Bancshares Inc. (TX)*

216

11,243

2.2

7

Capital One Financial Corp. (VA)

174

9,972

1.9

8

Comerica Inc. (TX)

139

9,563

1.9

9

Zions Bancorp. (UT)

97

9,424

1.8

10

International Bancshares Corp. (TX)

169

6,921

1.3

11

Texas Capital Bancshares Inc. (TX)

13

6,264

1.2

12

BOK Financial Corp. (OK)

47

4,604

0.9

13

Citigroup Inc. (NY)

100

4,177

0.8

14

Regions Financial Corp. (AL)

84

3,985

0.8

15

Hilltop Holdings Inc. (TX)

33

3,963

0.8

23

FVNB Corp. (TX)*

34

1,976

0.4

Top 15

3,384

357,858

69.3

Total

6,858

516,072

100.0

6

Growing Markets of Operation

Growing Markets of Operation

(1)

(2)

Victoria & Coastal Cities

Bryan / College Station & San Antonio / Austin Corridor

Houston and Surrounding Area

•

Expected capital investment of $28 billion in the Eagle Ford Shale play in 2013

•

•

$1 billion TPCO Pipe plant is under construction and is estimated to create 400 to 600 jobs

•

Cheniere Energy is set to begin construction of a liquefied natural gas plant on the La Quinta ship channel, which will have

production capacity of 13.5 million tons per year

•

Home to Texas A&M University and Blinn College which enroll approximately 50,000 and 15,000 students every year,

respectively

•

G-Con Biopharmaceutical Manufacturing facility is open and projected to add 150 six figure salary jobs to the Bryan /

College Station community

•

Construction of a 3,500 acre bio medical complex is underway along Highway 47

•

600,000 square foot Sysco Foods distribution center completed and will house 600+ employees

•

Exxon Mobil is expected to complete a 400 acre facility by 2015 which will house over 10,000 relocated employees in The

Woodlands market

•

Ben E. King, Noble Drilling, Team Industrial Services, BP America, Shell, Transwestern and Worley Parsons added over

5,000 new jobs to the South / West Houston market

•

The Walker County market is home to Sam Houston State University, the fastest growing four-year institution in Texas,

which enrolls approximately 18,500 every semester

Construction

of

the

1.1

million

square

foot

Caterpillar

plant

in

Victoria

7

•

Founded in 1867, First Victoria

National Bank is the oldest

independent bank in Texas

•

Operates 34 locations across the

Gulf Coast and Central regions

of Texas

•

Consistent growth and

profitability through the cycle

•

Established presence in

economically and

demographically attractive

markets

Source: SNL Financial and FVNB company documents

Financial Highlights –

FVNB Corp.

Financial Highlights –

FVNB Corp.

Year ended,

Quarter ended,

Dollars in thousands

12/31/10

12/31/11

12/31/12

03/31/13

Balance

Sheet

Total Assets

1,732,919

$

1,912,657

$

2,390,445

$

2,410,497

$      

Gross Loans HFI

1,295,322

1,327,800

1,615,819

1,607,681

Securities

246,343

270,103

372,644

379,451

Deposits

1,527,680

1,698,404

2,132,369

2,147,212

Total Equity

123,701

159,689

205,777

212,387

Tangible

Common

Equity

94,619

113,244

140,388

147,153

Balance

Sheet

Ratio

Loans / Deposits (%)

84.8

78.2

75.8

74.9

Tangible Common Equity / Tangible Assets (%)

5.55

6.01

5.99

6.23

Leverage Ratio (%)

7.85

8.95

8.33

8.73

Tier 1 Capital Ratio (%)

10.10

12.18

11.92

12.48

Total Capital Ratio (%)

11.36

13.44

13.18

13.74

Income

Statement

Net Interest Income

62,882

$    

66,265

$    

75,608

$    

21,350

$           

Provision Expense

11,750

7,100

6,150

1,000

Noninterest Income

23,886

24,718

26,493

6,582

Noninterest Expense

59,035

62,816

67,123

17,494

Net Income Available to Common

11,312

14,636

19,058

6,380

Profitability

Return on Average Assets (%)

0.69

0.83

0.93

1.10

Return on Average Tangible Common Equity (%)

12.9

14.4

15.9

17.9

Net

Interest

Margin

-

FTE

(%)

4.27

4.07

4.09

4.01

Efficiency Ratio (%)

68.0

69.0

65.7

62.6

Fee Income / Operating Revenue (%)

27.5

27.2

25.9

23.6

Ratios

8

Pro Forma Loan Composition

Pro Forma Loan Composition

Prosperity Bancshares, Inc.

FVNB Corp.

Pro Forma

Loan Portfolio ($000)

Amount

%

Residential R.E.

$1,409,967

23.1%

Commercial R.E.

2,633,869

43.1%

Construction

728,639

11.9%

Commercial & Industrial

965,505

15.8%

Consumer & Other

372,602

6.1%

Total Loans & Leases

$6,110,582

100.0%

Loan Portfolio ($000)

Amount

%

Residential R.E.

$362,477

22.5%

Commercial R.E.

583,850

36.3%

Construction

174,641

10.9%

Commercial & Industrial

299,509

18.6%

Consumer & Other

187,204

11.6%

Total Loans & Leases

$1,607,681

100.0%

Loan Portfolio ($000)

Amount

%

Residential R.E.

$1,772,444

23.0%

Commercial R.E.

3,217,719

41.7%

Construction

903,280

11.7%

Commercial & Industrial

1,265,014

16.4%

Consumer & Other

559,806

7.3%

Total Loans & Leases

$7,718,263

100.0%

Yield on Loans: 6.08%

Loans / Deposits: 47.6%

Yield on Loans: 5.34%

Loans / Deposits: 74.9%

Yield on Loans: 5.93%

Loans / Deposits: 51.5%

Sources: SNL Financial and FVNB company documents; Data as of March 31, 2013

Note: Pro forma loan composition excludes fair value purchase accounting adjustments; Loan to deposit ratio excludes purchase accounting adjustments

Prosperity loan composition pro forma for Coppermark Bancshares, Inc. acquisition and excludes fair value purchase accounting adjustments; Loan to deposit ratio excludes purchase accounting adjustments

Residential

R.E.

23.1%

Commercial

R.E.

43.1%

Construction

11.9%

Commercial

& Industrial

15.8%

Consumer &

Other

6.1%

Residential

R.E.

22.5%

Commercial

R.E.

36.3%

Construction

10.9%

Commercial

& Industrial

18.6%

Consumer &

Other

11.6%

Residential

R.E.

23.0%

Commercial

R.E.

41.7%

Construction

11.7%

Commercial

& Industrial

16.4%

Consumer &

Other

7.3%

9

Pro Forma Deposit Composition

Pro Forma Deposit Composition

Prosperity Bancshares, Inc.

FVNB Corp.

Pro Forma

Deposit Portfolio ($000)

Amount

%

Demand Deposits

$3,292,545

25.7%

NOW & Other

2,597,300

20.2%

MMDA & Savings

4,368,729

34.0%

Retail Time Deposits

1,175,772

9.2%

Jumbo Time Deposits

1,396,901

10.9%

Total Deposits

$12,831,247

100.0%

Deposit Portfolio ($000)

Amount

%

Demand Deposits

$517,839

24.1%

NOW & Other

153,297

7.1%

MMDA & Savings

1,035,746

48.2%

Retail Time Deposits

219,045

10.2%

Jumbo Time Deposits

221,285

10.3%

Total Deposits

$2,147,212

100.0%

Deposit Portfolio ($000)

Amount

%

Demand Deposits

$3,810,384

25.4%

NOW & Other

2,750,597

18.4%

MMDA & Savings

5,404,475

36.1%

Retail Time Deposits

1,394,817

9.3%

Jumbo Time Deposits

1,618,186

10.8%

Total Deposits

$14,978,459

100.0%

Cost of Deposits: 0.30%

Cost of Deposits: 0.35%

Cost of Deposits: 0.30%

Demand

Deposits

25.7%

NOW &

Other

20.2%

MMDA &

Savings

34.0%

Retail Time

Deposits

9.2%

Jumbo Time

Deposits

10.9%

Demand

Deposits

24.1%

NOW &

Other

7.1%

MMDA &

Savings

48.2%

Retail Time

Deposits

10.2%

Jumbo Time

Deposits

10.3%

Demand

Deposits

25.4%

NOW &

Other

18.4%

MMDA &

Savings

36.1%

Retail Time

Deposits

9.3%

Jumbo Time

Deposits

10.8%

Source: SNL Financial and FVNB company documents; Data as of March 31, 2013

Note: Pro forma deposit composition excludes fair value purchase accounting adjustments

Prosperity deposit composition pro forma for Coppermark Bancshares, Inc. acquisition and excludes purchase accounting adjustments

FVNB deposit data per regulatory filings; Sweep accounts data supplemented by company documents

10

Transaction Terms

Transaction Terms

Merger Partner:

FVNB Corp. (“FVNB”)

Aggregate Deal Value:

$374.2 million

(1)

Consideration Structure:

5,570,818 shares of Prosperity and $91.25 million of cash

Consideration Mix:

76% stock / 24% cash

(1)

Termination Fee:

$15.0 million plus expenses incurred by Prosperity up to $750,000

Required Approvals:

Customary regulatory approval; FVNB shareholder approval

Due Diligence:

Completed

Anticipated Closing:

Fourth quarter of 2013

(1)

Based on Prosperity’s closing stock price on June 26, 2013

Aggregate Deal Value ($mm)

$374.2

Transaction Multiples

LTM Earnings ($21.1mm)

17.7x

2013 Annualized Earnings ($25.5mm)

14.7x

Book Value ($194.4mm)

1.92x

Tangible Book Value ($147.2mm)

2.54x

Core Deposit Premium ($1,925.9mm)

11.8%

11

Transaction Summary

Transaction Summary

Source: FVNB company documents; Balance sheet data as of March 31, 2013

(1)

Based on Prosperity’s closing stock price on June 26, 2013

(2)

Equal to aggregate deal value less FVNB’s tangible common equity as a percentage of core deposits; Core deposits defined as total deposits less jumbo time deposits (greater than $100,000)

(1)

(2)

12

Management Retention

Management Retention

Prosperity Bank has placed a very high value on the existing FVNB leadership team and has extended

numerous individual employment offer agreements to members of FVNB.  Among them, the following

executive leaders will join Prosperity Bank in the following capacity:

FVNB Member

Current Role

Prosperity Bank Position

Chairman & CEO

M. Russell Marshall

Kenneth Vickers

John Zacek

Chief  Lending Officer

Executive Vice President

of the Victoria Region

Chairman –

Wealth Management/Private Banking

Senior Executive Vice President

Executive Loan Committee

President –

South Texas Area

13

Financial Impact

Financial Impact

Source: SNL Financial and FVNB company documents

Note: Prosperity Bancshares, Inc. pro forma for Coppermark Bancshares, Inc. acquisition and subsequent $300 million borrowings pay down

(1)

Includes estimated purchase accounting adjustments; Includes impact of $18.0 million SBLF redemption

Prosperity Bancshares, Inc.

FVNB Corp.

Pro Forma

(1)

Financial Impact

03/31/13

03/31/13

12/31/13

Balance Sheet ($mm)

Total Assets

$16,107.7

$2,410.5

$18,574.1

Gross Loans HFI

6,094.7

1,607.7

7,677.5

Total Deposits

12,879.4

2,147.2

15,007.9

Tangible Common Equity

944.0

147.2

1,132.9

Regulatory Capital (%)

TCE / TA (%)

6.39%

6.23%

6.65%

Leverage Ratio (%)

7.02%

8.73%

7.47%

Tier 1 Capital Ratio (%)

13.64%

12.48%

13.76%

Total Capital Ratio (%)

14.38%

13.74%

14.37%

EX-99.2

Exhibit 99.2

PRESS RELEASE
	For more information contact:
Prosperity Bancshares, Inc.®	David Zalman
Prosperity Bank Plaza	Chairman and Chief Executive Officer
4295 San Felipe	281.269.7199
Houston, Texas 77027	david.zalman@prosperitybankusa.com
	Charlotte Rasche
	Senior EVP and General Counsel
	281.269.7199
	charlotte.rasche@prosperitybankusa.com

FOR IMMEDIATE RELEASE

PROSPERITY BANCSHARES, INC.^®

TO MERGE WITH

FVNB CORP., VICTORIA, TEXAS

HOUSTON, July 1, 2013. Prosperity Bancshares, Inc.^® (NYSE: PB), the parent company of Prosperity Bank^®, (collectively referred to as “Prosperity”) announced today the signing of a definitive merger agreement with FVNB Corp. and its wholly owned subsidiary First Victoria National Bank (collectively referred to as “FVNB”) headquartered in Victoria, Texas, whereby First Victoria National Bank will be merged with and into Prosperity Bank. Prosperity has completed six (6) merger transactions in the last eighteen (18) months.

First Victoria National Bank operates thirty-four (34) banking offices (including one (1) loan production office); four (4) in Victoria, Texas; seven (7) in the South Texas area including Corpus Christi; six (6) in the Bryan/College Station area; five (5) in the Central Texas area including New Braunfels; and twelve (12) in the Houston area including The Woodlands and Huntsville. As of March 31, 2013, FVNB, on a consolidated basis, reported total assets of $2.410 billion, total loans of $1.608 billion and total deposits of $2.147 billion.

Under the terms of the definitive agreement, Prosperity will issue approximately 5,570,818 shares of Prosperity common stock plus $91.250 million in cash for all outstanding shares of FVNB Corp. capital stock, subject to certain conditions and potential adjustments.

M. Russell Marshall, CEO of FVNB, with his extensive experience in trust and wealth management, will serve the combined entity as Chairman – Wealth Management/Private Banking and will be responsible for the wealth management operations for all of Prosperity Bank. Kenneth Vickers, Chief Lending Officer of FVNB, will join Prosperity as Senior EVP and will serve on Prosperity Bank’s Executive Loan Committee and John Zacek, EVP of the Victoria Region for FVNB, will become President – South Texas Area for Prosperity Bank and will have management responsibilities for the Bank’s South Texas Area. Other area and regional officers of FVNB that will join Prosperity Bank upon consummation of the merger include Tim Jones as President – Bryan/College Station Area, Kevin Kaplan as Regional President – Corpus Christi, Travis Freeman as Regional President – The Woodlands/Magnolia, Barry Williams as Regional President – New Braunfels, and Royce Moran as Regional President – Victoria.

“I could not be more excited about joining forces with all of the professionals of First Victoria National Bank,” commented David Zalman, Chairman and CEO of Prosperity. “We have always had a great deal of respect for the bank and for the people that have contributed to its success. Both of our banks do business in many of the same communities and we have knowledge of the specific needs of those communities in terms of financial products as well as community support. We believe this combination will further strengthen our already strong management and operations teams in South Texas and increase our ability to effectively compete and serve our customers. We look forward to joining with the new team members that we believe will help Prosperity grow to the next level.”

“The merger of two great Texas banks, First Victoria National Bank, the oldest independent bank in Texas, and Prosperity Bank, one of the largest and most successful banking franchises in Texas, is excellent news for both our customers and shareholders,” said Russell Marshall, President and Chief Executive Officer of FVNB. “Our customers can continue to expect the same level of service and support that they are accustomed to with First Victoria, with the added advantage of the much larger Prosperity network. Prosperity has an in-depth understanding of our markets and with the enhanced products our combined institutions can offer, I believe our customers will be pleased with this change. FVNB is excited to be joining such a great organization.”

The merger has been unanimously approved by the Boards of Directors of both companies and is expected to close during the fourth quarter of 2013, although delays may occur. The transaction is subject to certain conditions, including the approval by FVNB’s shareholders and customary regulatory approvals. Operational integration is anticipated to begin during the fourth quarter of 2013.

FVNB was advised in this transaction by Keefe, Bruyette & Woods as financial advisor and Hunton & Williams LLP as legal counsel. Bracewell & Giuliani LLP was legal counsel to Prosperity.

In addition to the information contained within this announcement, an Investor Presentation has been posted on Prosperity’s website (www.prosperitybankusa.com) containing additional information regarding this merger.

Prosperity Bancshares, Inc.^®

Prosperity Bancshares, Inc.^® is a Houston, Texas based regional financial holding company, formed in 1983 with $16.1 billion in assets (including the Coppermark Bancshares acquisition completed on April 1, 2013). Operating under a community banking philosophy and seeking to develop broad customer relationships based on service and convenience, Prosperity offers a variety of traditional loan and deposit products to its customers, which consist primarily of small and medium sized businesses and consumers. In addition to established banking products, Prosperity offers a complete line of services including: Internet Banking services at http://www.prosperitybankusa.com, Retail Brokerage Services, MasterMoney Debit Cards, 24 hour voice response banking, Trust and Wealth Management and Mobile Banking. Prosperity currently operates two hundred nineteen (219) full service banking locations; fifty-eight (58) in the Houston area; twenty (20) in the South Texas area including Corpus Christi and Victoria; thirty-five (35) in the Dallas/Fort Worth area; twenty-two (22) in the East Texas area; thirty-four (34) in the Central Texas area including Austin and San Antonio; thirty-four (34) in the West Texas area including Lubbock, Midland/Odessa and Abilene; ten (10) in the Bryan/College Station area; and six (6) in the Central Oklahoma area.

In connection with the proposed merger of FVNB Corp. into Prosperity Bancshares, Prosperity Bancshares will file with the Securities and Exchange Commission a registration statement on Form S-4 to register the shares of Prosperity’s common stock to be issued to the shareholders of FVNB Corp. The registration statement will include a proxy statement/prospectus which will be sent to the shareholders of FVNB Corp. seeking their approval of the proposed transaction.

WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT PROSPERITY, FVNB CORP. AND THE PROPOSED TRANSACTION.

Investors and security holders may obtain free copies of these documents through the website maintained by the Securities and Exchange Commission at http://www.sec.gov. Documents filed with the SEC by Prosperity will be available free of charge by directing a request by telephone or mail to Prosperity Bancshares, Inc., Prosperity Bank Plaza, 4295 San Felipe, Houston, Texas 77027 Attn: Investor Relations. Prosperity’s telephone number is (281) 269-7199.

– – –

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements within the meaning of the securities laws that are based on current expectations, assumptions, estimates and projections about Prosperity and its subsidiaries. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of Prosperity’s control, that may cause actual results to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include but are not limited to whether Prosperity can: successfully identify acquisition targets and integrate the businesses of acquired companies and banks; continue to sustain its current internal growth rate or total growth rate; provide products and services that appeal to its customers; continue to have access to debt and equity capital markets; and achieve its sales objectives. Other risks include, but are not limited to: the possibility that credit quality

could deteriorate; actions of competitors; changes in laws and regulations (including changes in governmental interpretations of regulations and changes in accounting standards); a deterioration or downgrade in the credit quality and credit agency ratings of the securities in Prosperity’s securities portfolio; customer and consumer demand, including customer and consumer response to marketing; effectiveness of spending, investments or programs; fluctuations in the cost and availability of supply chain resources; economic conditions, including currency rate fluctuations and interest rate fluctuations; and weather. These and various other factors are discussed in Prosperity’s Annual Report on Form 10-K for the year ended December 31, 2012 and other reports and statements Prosperity has filed with the SEC. Copies of the SEC filings for Prosperity Bancshares^® may be downloaded from the Internet at no charge from www.prosperitybankusa.com.

– – –