Cullen/Frost (CFR) Form 4: Officer vests 2,045 RSUs; 804 withheld

Cullen/Frost Bankers (CFR) reported an insider equity transaction.

Accepted by SEC EDGAR 10/27/2025 - 12:40 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Cullen/Frost Bankers (CFR) reported an insider equity transaction. On 10/25/2025, GEVP and Chief Risk Officer Carol J. Severyn settled 2,045 restricted stock units into common stock (code M) at $0, and 804 shares were withheld for taxes (code F) at $124.86 per share. Following these transactions, she directly holds 12,342 shares. She also has 9,201.46 shares through the company 401(k) plan.

Insider Trade Summary

2,045 shares exercised/converted

Exercise 3 txns

Insider Severyn Carol Jean

Role GEVP and Chief Risk Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,045	$0.00	$0.00
Exercise	Common Stock, $0.01 par value	2,045	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, $0.01 par value	804	$124.86	$100K
Holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock, $0.01 par value — 12,342 shares (Direct); Common Stock, $0.01 par value — 9,201.46 shares (Indirect, Through 401(k) Plan)

Footnotes (2)

1. F1. Each restricted stock unit represents the right to receive one share of Cullen/Frost common stock.
2. F2. Cliff vested three years from grant date of 10/25/2022.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CFR report in this Form 4?

An insider transaction where RSUs vested into 2,045 shares (code M) and 804 shares were withheld for taxes (code F) at $124.86 on 10/25/2025.

Who is the reporting person in CFR’s Form 4?

Carol J. Severyn, GEVP and Chief Risk Officer.

How many CFR shares does the insider now own directly?

Direct beneficial ownership is 12,342 shares after the reported transactions.

How many CFR shares are held via the 401(k) plan?

Indirect beneficial ownership through the 401(k) plan is 9,201.46 shares.

What do the Form 4 transaction codes M and F mean for CFR?

Code M indicates RSU conversion to shares at exercise price $0; code F indicates shares withheld to satisfy tax obligations at $124.86.

When did the RSUs vest for the CFR insider?

The RSUs cliff vested three years from the grant date of 10/25/2022, vesting on 10/25/2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Severyn Carol Jean

(Last) (First) (Middle)

111 WEST HOUSTON STREET

(Street)

SAN ANTONIO TX 78205

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CULLEN/FROST BANKERS, INC. [ CFR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	GEVP and Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value	10/25/2025		M		2,045	A	$0	13,146	D
Common Stock, $0.01 par value	10/25/2025		F		804	D	$124.86	12,342	D
Common Stock, $0.01 par value								9,201.46	I	Through 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	10/25/2025		M			2,045	(2)	(2)	Common Stock	2,045	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents the right to receive one share of Cullen/Frost common stock.

2. Cliff vested three years from grant date of 10/25/2022.

Remarks:

	/s/ Carol J. Severyn, by Kirsten Irwin under POA	10/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.