Cullen/Frost (NYSE: CFR) GEVP gets 2,155 shares, sells 885

Rhea-AI Filing Summary

Cullen/Frost Bankers, Inc. executive Jimmy Stead, GEVP Chief Consumer Banking, reported equity compensation and a small share sale. On February 5, 2026, he acquired 2,155 common shares at $0, earned from performance stock units for a three-year period ending December 31, 2025.

On the same date, he sold 885 common shares at $143.60 each. After these transactions, he directly owned 18,196 common shares and indirectly held 3,954.828 shares through a 401(k) plan, reflecting ongoing equity-based participation in the company.

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

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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^*

Stead Jimmy

(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 Consumer Banking

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		2,155	A	$0(1)	19,081(2)	D
Common Stock, $0.01 par value	02/05/2026		D		885	D	$143.6	18,196	D
Common Stock, $0.01 par value								3,954.828	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 318 shares acquired through the Cullen/Frost Bankers, Inc. Thrift Stock Plan.

Remarks:

	/s/ Jimmy Stead, 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.

FAQ

What insider transactions did Jimmy Stead report at Cullen/Frost (CFR)?

Jimmy Stead reported receiving 2,155 Cullen/Frost common shares at $0 and selling 885 shares at $143.60 on February 5, 2026. These transactions reflect equity compensation vesting and a partial share sale by the GEVP Chief Consumer Banking.

How many Cullen/Frost (CFR) shares did Jimmy Stead acquire and at what price?

He acquired 2,155 Cullen/Frost common shares at $0 per share. The shares were earned from performance stock units granted on October 25, 2022 for a three-year performance period ending December 31, 2025, approved on February 5, 2026.

How many Cullen/Frost (CFR) shares did Jimmy Stead sell and at what price?

He sold 885 Cullen/Frost common shares at $143.60 per share on February 5, 2026. This sale occurred after receiving shares from vested performance stock units, representing a partial disposition of his directly held stock position.

What are Jimmy Stead’s Cullen/Frost (CFR) shareholdings after these transactions?

After the reported transactions, he directly owned 18,196 Cullen/Frost common shares. In addition, he indirectly held 3,954.828 shares through a 401(k) plan, showing both direct and retirement-plan-based ownership in the company.

What is the source of the 2,155 Cullen/Frost (CFR) shares granted to Jimmy Stead?

The 2,155 shares represent shares earned from performance stock units granted on October 25, 2022. They covered a three-year performance period ending December 31, 2025 and were approved by the Compensation & Benefits Committee on February 5, 2026.

Does Jimmy Stead hold Cullen/Frost (CFR) shares through retirement or savings plans?

Yes. He indirectly held 3,954.828 Cullen/Frost common shares through a 401(k) plan after the transactions. Footnotes also indicate that his holdings include 318 shares acquired through the Cullen/Frost Bankers, Inc. Thrift Stock Plan.