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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): October 29, 2026
Cullen/Frost Bankers, Inc.
(Exact name of registrant as specified in its charter)
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| Texas | | 001-13221 | | 74-1751768 |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | | | | | | | | | | | |
| 111 W. Houston Street, | San Antonio, | Texas | | 78205 |
| (Address of principal executive offices) | | (Zip code) |
| | | | | | | | | | | |
| (210) | 220-4011 | |
| (Registrant's telephone number, including area code) |
| | |
| N/A |
| (Former name, former address and former fiscal year, if changed since last report |
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| | | | |
| Common Stock, $.01 Par Value | | CFR | | New York Stock Exchange |
| Depositary Shares, each representing a 1/40th interest in a share of 4.450% Non-Cumulative Perpetual Preferred Stock, Series B | | CFR.PrB | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 29, 2026, Cullen/Frost Bankers, Inc. (the “Company”), acting pursuant to authorization from its Board of Directors (the “Board”), notified the New York Stock Exchange (“NYSE”) of its intention to voluntarily withdraw the listing of: (i) its common stock, par value $0.01 per share (the “Common Stock”) and (ii) its depositary shares each representing 1/40th interest in a share of 4.450% non-cumulative perpetual preferred stock, Series B (the “Depositary Shares”) and transfer the listings to the Texas Stock Exchange (“TXSE”). The Common Stock and the Depositary Shares will trade on TXSE under the symbols “CFR” and “CFR.PrB,” respectively. The Company expects that listing and trading of the Common Stock and Depositary Shares on the NYSE will end at market close on November 11, 2026, and that listing and trading of the Common Stock and Depositary Shares will begin trading on TXSE at market open on November 12, 2026.
Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 and incorporated into this item by reference is a press release issued by the Company on October 29, 2026. The information furnished by the Company pursuant to this item, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
99.1 Press Release
104 Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document.
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.
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| | |
| | CULLEN/FROST BANKERS, INC. |
| |
| By: | /s/ Daniel J. Geddes |
| | Daniel J. Geddes |
| | Group Executive Vice President and Chief Financial Officer |
|
| Dated: | October 29, 2026 |
EXHIBIT INDEX
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| Exhibit Number | | Description |
| | |
| 99.1 | | Press Release |
| 104 | | Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document. |
Exhibit 99.1
A.B. Mendez
Investor Relations
210.220.5234
or
Bill Day
Media Relations
210.220.5427
FOR IMMEDIATE RELEASE
Oct. 29, 2026
CULLEN/FROST BANKERS TO MOVE PRIMARY STOCK EXCHANGE LISTINGS TO TEXAS STOCK EXCHANGE
Ticker symbols “CFR” and “CFR.PrB” to remain unchanged
SAN ANTONIO -- Cullen/Frost Bankers, Inc. (NYSE: CFR) (the “Company” or “Cullen/Frost”) today announced that it will voluntarily transfer its primary stock exchange listings from the New York Stock Exchange (“NYSE”) to the Texas Stock Exchange (“TXSE”).
The transfer applies to both the Company’s common stock (ticker: CFR) and its depositary shares, each representing 1/40th interest in a share of 4.450% non-cumulative perpetual preferred stock, Series B (ticker: CFR.PrB). Both securities are expected to cease trading on the NYSE at the market close on Wednesday, Nov. 11, 2026, and commence trading on the TXSE at the market open on Thursday, Nov. 12, 2026, retaining their existing trading symbols. No action is required on the part of Cullen/Frost shareholders in connection with the transfer of the Company’s listings to the TXSE.
“Since 1868, Frost has played a key role in supporting the growth of the Texas economy,” said Cullen/Frost Chairman and CEO Phil Green. “We believe we are passing through a significant time in the state’s economic history, as more and more businesses and people in the finance sector continue to migrate into Texas, and especially towards the ‘Y’all Street’ financial district that is emerging in Dallas. We believe moving our listing to the Texas Stock Exchange helps reinforce Cullen/Frost’s position as the preeminent Texas-based financial institution.”
"America's economic center of gravity is shifting to Texas, and Cullen/Frost has been helping lay the foundation for over 150 years,” said James H. Lee, Chairman and CEO of the Texas Stock Exchange. “Their decision to list with TXSE reflects a shared conviction — that a strong, Texas-based exchange strengthens the flow of capital and the growth of financial-sector jobs across our state. We are proud to have earned the primary listing of the largest Texas-headquartered bank and look forward to a long and productive partnership."
About Cullen/Frost Bankers, Inc.
Cullen/Frost Bankers, Inc. (NYSE: CFR) is a financial holding company, headquartered in San Antonio, with $54.5 billion in assets at Sept. 30, 2026. One of the 50 largest U.S. banks, Frost provides a wide range of banking, investments and insurance services to businesses and individuals across Texas in the Austin, Dallas, Fort Worth, Gulf Coast (which includes Corpus Christi, Victoria and the Rio Grande Valley), Houston, Permian Basin, and San Antonio regions. Founded in 1868, Frost has helped clients with their financial needs during three centuries. Additional information is available at www.frostbank.com.
