Cullen/Frost (CFR) director receives 630 deferred stock units as equity award

(Neutral)

Form Type

Rhea-AI Filing Summary

Dawson Samuel G. reported acquisition or exercise transactions in this Form 4 filing.

CULLEN/FROST BANKERS, INC. director Samuel G. Dawson received a grant of 630 Deferred Stock Units on April 29, 2026 as compensation. Each unit represents one share of common stock and the units vested on the grant date. Following this award, Dawson holds 6,551 Deferred Stock Units directly. The underlying common shares will be delivered only when he experiences a separation from service with the company, so this filing reflects a non-cash, deferred equity award rather than an open-market stock purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Dawson Samuel G.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Units	630	$0.00	$0.00

Holdings After Transaction: Deferred Stock Units — 6,551 shares (Direct)

Footnotes (2)

F1. Each deferred stock unit represents the right to receive one share of Cullen/Frost Bankers, Inc. common stock.
F2. The deferred stock units vested on April 29, 2026. Shares will be delivered to the reporting person on the date when the reporting person experiences a separation from service with Cullen/Frost Bankers, Inc.

Key Figures

Deferred Stock Units granted: 630 units Deferred Stock Units after grant: 6,551 units Grant price per unit: $0.0000 per unit +1 more

4 metrics

Deferred Stock Units granted 630 units Grant to director on April 29, 2026

Deferred Stock Units after grant 6,551 units Total holdings following transaction

Grant price per unit $0.0000 per unit Recorded transaction price for Deferred Stock Units

Underlying common stock 1 share per unit Each Deferred Stock Unit equals one common share

Key Terms

Deferred Stock Units, vested, separation from service, Form 4

4 terms

Deferred Stock Units financial

"Each deferred stock unit represents the right to receive one share of Cullen/Frost Bankers, Inc. common stock."

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

vested financial

"The deferred stock units vested on April 29, 2026."

separation from service financial

"Shares will be delivered to the reporting person on the date when the reporting person experiences a separation from service with Cullen/Frost Bankers, Inc."

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/27/2026 - 02:05 PM

FAQ

What insider transaction did Cullen/Frost (CFR) report for Samuel G. Dawson?

Cullen/Frost reported that director Samuel G. Dawson received 630 Deferred Stock Units as a grant on April 29, 2026. These units are a form of equity compensation rather than an open-market trade, and increase his deferred holdings in the company.

How many Cullen/Frost (CFR) Deferred Stock Units does Samuel G. Dawson hold after this Form 4?

After the April 29, 2026 grant, Samuel G. Dawson holds 6,551 Deferred Stock Units. This total reflects his accumulated deferred equity awards, each tied to one share of Cullen/Frost common stock, and shows his ongoing compensation-linked stake.

What does each Cullen/Frost (CFR) Deferred Stock Unit represent in this filing?

Each Deferred Stock Unit represents the right to receive one share of Cullen/Frost Bankers, Inc. common stock. The units track the value of the shares but do not immediately deliver stock, functioning as a deferred equity-based compensation instrument for the director.

When will Samuel G. Dawson receive Cullen/Frost (CFR) shares from these Deferred Stock Units?

The Deferred Stock Units vested on April 29, 2026, but common shares will be delivered to Samuel G. Dawson only when he experiences a separation from service with Cullen/Frost. This structure defers actual share delivery until his board service ends.

Was there a purchase or sale price for the Cullen/Frost (CFR) Deferred Stock Units granted to Dawson?

The grant of 630 Deferred Stock Units to Dawson is recorded at a price of $0.0000 per unit. This indicates a compensation-related award rather than a market transaction, with value tied to Cullen/Frost’s common stock instead of cash paid or received.

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^*

Dawson Samuel G.

(Last)

(First)

(Middle)

111 WEST HOUSTON STREET

(Street)

SAN ANTONIO

TEXAS

78205

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	⁽¹⁾	04/29/2026		A		630		⁽²⁾	⁽²⁾	Common Stock	630	$0	6,551	D

Explanation of Responses:

1. Each deferred stock unit represents the right to receive one share of Cullen/Frost Bankers, Inc. common stock.

2. The deferred stock units vested on April 29, 2026. Shares will be delivered to the reporting person on the date when the reporting person experiences a separation from service with Cullen/Frost Bankers, Inc.

Remarks:

	/s/ Samuel G. Dawson, by Kirsten Irwin under POA	05/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR