Cullen/Frost CEO acquires 20,045 shares from award

The report also lists indirect common-stock positions through trusts for children, a spouse and a 401(k) plan.

Rhea-AI Filing Summary

Cullen/Frost Bankers, Inc. reported Chairman and CEO Phillip D. Green’s exercise/conversion of 20,045 restricted stock units on October 24, 2026, alongside acquisition of 20,045 common shares. Each unit represents the right to receive one common share; the units cliff vested three years from grant. The report also records 7,888 shares delivered or withheld for payment of exercise price or tax liability and a post-transaction balance of 0 restricted stock units. Indirect holdings listed include 38,865 shares through trusts for children, 1,100 shares by spouse and 381 shares through a 401(k) plan.

Insider Trade Summary

20,045 shares exercised/converted

Exercise 6 txns

Insider GREEN PHILLIP D

Role Chairman and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F2, F3	20,045	$0.00	$0.00
Exercise	Common Stock, $0.01 par value	20,045	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, $0.01 par value	7,888	$157.05	$1.24M
holding	Common Stock, $0.01 par value F1	--	--	--
holding	Common Stock, $0.01 par value	--	--	--
holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock, $0.01 par value — 123,036 shares (Direct); Common Stock, $0.01 par value — 38,865 shares (Indirect, Trusts for children); Common Stock, $0.01 par value — 1,100 shares (Indirect, By Spouse); Common Stock, $0.01 par value — 380.874 shares (Indirect, Through 401(k) Plan)

Footnotes (3)

1. F1. Some of Mr. Green's children are beneficiaries of trusts of which Mr. Green is a trustee.
2. F2. Each restricted stock unit represents the right to receive one share of Cullen/Frost common stock.
3. F3. Cliff vested three years from the date of grant.

Key Figures

Restricted stock units exercised or converted: 20,045 units Common shares acquired: 20,045 shares Shares delivered or withheld for payment of exercise price or tax liability: 7,888 shares +5 more

8 metrics

Restricted stock units exercised or converted 20,045 units October 24, 2026

Common shares acquired 20,045 shares October 24, 2026

Shares delivered or withheld for payment of exercise price or tax liability 7,888 shares October 24, 2026

Reported price per share $157.05 per share For the shares delivered or withheld on October 24, 2026

Restricted stock units after transaction 0 units Reported after the October 24, 2026 transaction

Indirect shares through trusts for children 38,865 shares Reported October 24, 2026

Indirect shares held by spouse 1,100 shares Reported October 24, 2026

Indirect shares through 401(k) Plan 381 shares Reported October 24, 2026; rounded to the nearest whole share

Key Terms

Restricted Stock Units, cliff vested, 401(k) Plan

3 terms

Restricted Stock Units financial

"Each restricted stock unit represents the right to receive one share"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

cliff vested financial

"Cliff vested three years from the date of grant."

401(k) Plan financial

"Through 401(k) Plan"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

FAQ

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

What did CFR Chairman and CEO Phillip D. Green report on October 24, 2026?

Phillip D. Green reported exercising or converting 20,045 restricted stock units and acquiring 20,045 common shares on October 24, 2026. He also reported 7,888 common shares delivered or withheld for payment of exercise price or tax liability.

How did Phillip D. Green’s restricted stock units vest?

Each restricted stock unit represents the right to receive one share of Cullen/Frost common stock. The units cliff vested three years from the date of grant.

What per-share amount was reported for the CFR shares delivered or withheld?

$157.05 per share was reported for the 7,888 common shares delivered or withheld for payment of exercise price or tax liability on October 24, 2026.

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

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Available on EDGAR 10/26/2026 - 05:23 PM EDT Accepted by SEC EDGAR 10/26/2026 - 05:22 PM EDT Learn about SEC filing dates

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^*

GREEN PHILLIP D

(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
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value	10/24/2026		M		20,045	A	$0	130,924	D
Common Stock, $0.01 par value	10/24/2026		F		7,888	D	$157.05	123,036	D
Common Stock, $0.01 par value								38,865	I	Trusts for children(1)
Common Stock, $0.01 par value								1,100	I	By Spouse
Common Stock, $0.01 par value								380.874	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	$0(2)	10/24/2026		M		20,045		(3)	(3)	Common Stock, $0.01 par value	20,045	$0	0	D

Explanation of Responses:

1. Some of Mr. Green's children are beneficiaries of trusts of which Mr. Green is a trustee.

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

3. Cliff vested three years from the date of grant.

Remarks:

	/s/ Phillip D. Green, by Kirsten Irwin under POA	10/26/2026
	** 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)