[8-K] CULLEN/FROST BANKERS, INC. Reports Material Event

Rhea-AI Filing Summary

Cullen/Frost Bankers, Inc. (CFR) furnished an investor presentation dated June 30, 2025 and posted it on its investor website at https://investor.frostbank.com. The company filed this Current Report to furnish Exhibit 99.1 (the slide presentation) and included standard forward-looking statements language, noting it does not undertake an obligation to update those statements and referring readers to its most recent annual report filed on February 6, 2025 for risk factors. The filing clarifies the furnished exhibit is not deemed "filed" under the Exchange Act and includes an electronic signature by Matthew B. Henson, EVP and Chief Accounting Officer.

Positive

• Investor materials made publicly available: The company furnished its June 30, 2025 investor presentation and posted it on its investor website, improving accessibility for stakeholders.

Negative

• No new financial or transactional detail: The 8-K does not include earnings, balance sheet changes, material transactions, or other metrics that would materially affect valuation.

Insights

Financial Analyst

TL;DR: Routine investor presentation furnished; no new financial metrics disclosed in this filing.

The company has furnished an investor slide deck dated June 30, 2025, making updated presentation materials available to investors. The filing contains standard forward-looking disclaimers and a cross-reference to the February 6, 2025 annual report for risk factors. Because the exhibit is furnished rather than filed, it carries limited Section 18 liability. There are no earnings, balance sheet, or transaction details in this 8-K to change near-term financial models.

Corporate Governance Expert

TL;DR: Governance disclosure follows common practice; presentation furnished, not filed, with required disclaimers and signature.

This Current Report fulfills disclosure protocol by furnishing an investor presentation and including the required statement that the exhibit is not "filed" for Section 18 purposes. The inclusion of forward-looking statement language and reference to prior SEC filings aligns with standard compliance practice. There are no governance changes, officer departures, or material agreements disclosed here.

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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): September 15, 2025

Cullen/Frost Bankers, Inc.

(Exact name of registrant as specified in its charter)

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:

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 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 7.01    Regulation FD Disclosure

Cullen/Frost has posted an investor presentation dated as of June 30, 2025 on its website at https://investor.frostbank.com. A copy of the slide presentation is being furnished as Exhibit 99.1.

This Current Report on Form 8-K (including the Exhibit hereto) includes forward looking statements within the meaning of the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, the Private Securities Litigation Reform Act of 1995, as amended, and the rules under each of those statutes. We do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events. Please refer to the Cullen/Frost’s most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 6, 2025, and our other filings made from time to time with the Securities and Exchange Commission for a list of risk factors and cautionary statements about facts, circumstances, conditions and risks that may cause us to deviate from the expectations set forth in this presentation.

The information furnished by Cullen/Frost 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    Investor presentation.

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.

    CULLEN/FROST BANKERS, INC.

    By:    /s/ Matthew B. Henson    

        Matthew B. Henson

        Executive Vice President

        and Chief Accounting Officer

    Dated:    September 15, 2025

EXHIBIT INDEX

Exhibit Number						Description
99.1						Investor Presentation
104						Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document.

FAQ

Where can I find Cullen/Frost (CFR) investor presentation dated June 30, 2025?

The presentation is posted at https://investor.frostbank.com and was furnished as Exhibit 99.1 to the Current Report.

Does this 8-K contain new financial results for CFR?

No. The filing furnishes an investor presentation but does not include earnings, balance sheet figures, or other financial statements.

What does it mean that the exhibit is "furnished" and not "filed"?

Cullen/Frost states the exhibit is not deemed "filed" under Section 18 of the Exchange Act, which limits the exhibit's liability under that section.

Are there forward-looking statements in the furnished presentation?

Yes. The Current Report states the presentation contains forward-looking statements and disclaims any obligation to update them.

Which prior filing contains the company's listed risk factors referenced in this 8-K?

The company refers investors to its most recent Annual Report filed on February 6, 2025 for risk factors and cautionary statements.