Cullen/Frost (CFR) credit chief reports share award vesting and stock sale

Rhea-AI Filing Summary

Cullen/Frost Bankers executive Howard L. Kasanoff, GEVP Chief Credit Officer, reported equity award vesting and a stock sale. On February 5, 2026, he acquired 882 shares of common stock at $0, representing performance stock units earned for a three-year period ending December 31, 2025. On the same date, he sold 393 shares at $143.60 per share. After these transactions, he held 4,212 direct shares and 3,608.605 shares indirectly through a 401(k) plan, which includes 102 shares from the company’s Thrift Stock Plan.

Insider Trade Summary

Net Buyer: 489 shares

Net Buy 3 txns

Insider Kasanoff Howard L.

Role GEVP Chief Credit Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value	882	$0.00	$0.00
Disposition	Common Stock, $0.01 par value	393	$143.60	$56K
holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Common Stock, $0.01 par value — 4,212 shares (Direct); Common Stock, $0.01 par value — 3,608.605 shares (Indirect, Through 401(k) Plan)

Footnotes (2)

1. F1. Represents shares earned for the performance stock units granted on October 25, 2022 for the three-year performance period ending December 31, 2025 as approved by the Compensation & Benefits Committee of the Board of Directors on February 5, 2026.
2. F2. Includes 102 shares acquired through the Cullen/Frost Bankers, Inc. Thrift Stock Plan.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/09/2026 - 10:22 AM Learn about SEC filing dates

FAQ

What insider transactions did CFR executive Howard L. Kasanoff report?

Howard L. Kasanoff reported acquiring 882 Cullen/Frost Bankers (CFR) common shares at $0 and selling 393 shares at $143.60 on February 5, 2026. These moves reflect a performance stock unit vesting and a same-day sale of a smaller share block.

How many Cullen/Frost (CFR) shares does Howard L. Kasanoff own after this Form 4?

Following the reported transactions, Howard L. Kasanoff directly owns 4,212 shares of Cullen/Frost common stock. He also indirectly holds 3,608.605 shares through a 401(k) plan, providing a combined mix of direct and retirement-plan-based exposure to CFR stock.

What was the nature of the 882 CFR shares acquired by Howard L. Kasanoff?

The 882 Cullen/Frost shares represent performance stock units granted on October 25, 2022, earned over a three-year period ending December 31, 2025. They were approved by the Board’s Compensation & Benefits Committee and reported as acquired at $0 per share on February 5, 2026.

At what price did Howard L. Kasanoff sell Cullen/Frost (CFR) shares?

On February 5, 2026, Howard L. Kasanoff sold 393 Cullen/Frost common shares at $143.60 per share. This sale occurred on the same day as the vesting-related acquisition of 882 shares from previously granted performance stock units.

How are some of Howard L. Kasanoff’s Cullen/Frost (CFR) shares held?

In addition to directly held shares, Howard L. Kasanoff owns 3,608.605 Cullen/Frost shares indirectly through a 401(k) plan. This indirect position includes 102 shares acquired via the company’s Thrift Stock Plan, as disclosed in the Form 4 footnotes.

What is Howard L. Kasanoff’s role at Cullen/Frost Bankers (CFR)?

Howard L. Kasanoff serves as GEVP Chief Credit Officer at Cullen/Frost Bankers. His Form 4 filing reflects equity compensation outcomes and personal stock transactions tied to this executive leadership role within the financial institution.

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^*

Kasanoff Howard L.

(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 Chief Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		A		882	A	$0(1)	4,605(2)	D
Common Stock, $0.01 par value	02/05/2026		D		393	D	$143.6	4,212	D
Common Stock, $0.01 par value								3,608.605	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

Explanation of Responses:

1. Represents shares earned for the performance stock units granted on October 25, 2022 for the three-year performance period ending December 31, 2025 as approved by the Compensation & Benefits Committee of the Board of Directors on February 5, 2026.

2. Includes 102 shares acquired through the Cullen/Frost Bankers, Inc. Thrift Stock Plan.

Remarks:

	s/ Howard L. Kasanoff, by Kirsten Irwin under POA	02/09/2026
	** 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.