EX-FILING FEES 10 d414067dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

Prosperity Bancshares, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

                         
     Security
Type
 

Security
Class

Title

  Fee
Calculation
or Carry
Forward
Rule
  Amount
Registered(1)
  Proposed
Maximum
Offering
Price Per
Unit
 

Maximum
Aggregate
Offering

Price(2)

 

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

  Equity   Common Stock, par value $1.00 per share   Rule 456(b) and Rule 457(r)   5,959,552   N/A   $290,386,839  

$110.20 per

$1,000,000

  $32,001          
                         

Fees

Previously

Paid

  N/A   N/A   N/A   N/A   N/A   N/A     N/A          
 
Carry Forward Securities
                         

Carry

Forward

Securities

  N/A   N/A   N/A   N/A     N/A       N/A   N/A   N/A   N/A
                   
    Total Offering Amounts      $290,386,839     $32,001          
                   
    Total Fees Previously Paid          N/A          
                   
    Total Fee Offsets          N/A          
                   
    Net Fee Due                $32,001                

 

(1)

Represents the estimated maximum number of shares of the registrant’s common stock, par value $1.00 per share (“Prosperity common stock”), that may be issued in the mergers described in the proxy statement/prospectus contained in the registration to which this Exhibit 107 is attached between (2) Prosperity and First Bancshares of Texas, Inc. (“First Bancshares”), and (2) Prosperity Bancshares, Inc. (“Prosperity”) and Lone Star State Bancshares, Inc. (“Lone Star”). This number is based on (i) 3,583,370 shares of Prosperity common stock, which is the maximum number of shares to be issued pursuant to the Agreement and Plan of Reorganization, dated as of October 10, 2022, by and between Prosperity and First Bancshares (the “First Bancshares reorganization agreement”), and (ii) 2,376,182 shares of Prosperity common stock, which is the maximum number of shares to be issued pursuant to the Agreement and Plan of Reorganization, dated as of October 10, 2022, by and between Prosperity and Lone Star (the “Lone Star reorganization agreement”).

(2)

Estimated solely for the purpose of determining the registration fee in accordance with Rules 457(c), 457(f)(2) and 457(f)(3) under the Securities Act, the proposed maximum aggregate offering price is the sum of (1) the product of $16.23 (the book value per share of First Bancshares common stock on December 31, 2022) and 17,657,260 (the maximum number of shares of First Bancshares common stock that may be exchanged for the First Bancshares merger consideration, including shares underlying outstanding equity awards), reduced by the cash consideration of $93,422,648 to be paid by Prosperity to First Bancshares shareholders and holders of First Bancshares options pursuant to the First Bancshares reorganization agreement, and (2) the product of $24.51 (the book value per share of Lone Star common stock on December 31, 2022) and 6,580,411 (the maximum number of shares of Lone Star common stock that may be exchanged for the Lone Star merger consideration, including shares underlying outstanding equity awards), reduced by the cash consideration of $64,053,717 to be paid by Prosperity to Lone Star shareholders and holders of Lone Star options and Lone Star stock appreciation rights pursuant to the Lone Star reorganization agreement.