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Cullen/Frost's Wilson converts award to 3,125 shares

Each restricted stock unit represented the right to one common share and cliff vested three years from the grant date.

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Form Type
4

Rhea-AI Filing Summary

Cullen/Frost Bankers, Inc. GEVP Chief Wealth Officer Kenneth L. Wilson converted 3,125 restricted stock units into 3,125 common shares on October 24, 2026. He also reported 1,230 common shares delivered or withheld for payment of exercise price or tax liability at $157.05 per share. The reported restricted stock unit position after the conversion was 0. Wilson also reported 302 shares held indirectly through the 401(k) Plan as of October 24, 2026.

Insider Wilson Kenneth L.
Role GEVP Chief Wealth Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F3 3,125 $0.00 $0.00
Exercise Common Stock, $0.01 par value F1 3,125 $0.00 $0.00
Exercise Price or Tax Liability Common Stock, $0.01 par value 1,230 $157.05 $193K
holding Common Stock, $0.01 par value -- -- --
Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock, $0.01 par value — 2,353 shares (Direct); Common Stock, $0.01 par value — 302.364 shares (Indirect, Through 401(k) Plan)
Footnotes (3)
  1. F1. Includes 232 shares acquired through the Cullen/Frost Bankers, Inc. Thrift Stock Plan.
  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.
Restricted stock units converted 3,125 units October 24, 2026
Common shares acquired 3,125 shares October 24, 2026
Shares delivered or withheld 1,230 shares Payment of exercise price or tax liability; October 24, 2026
Price per share $157.05 per share Shares delivered or withheld on October 24, 2026
Restricted stock units following transaction 0 units After the October 24, 2026 conversion
Indirect common shares through 401(k) Plan 302 shares Reported as of October 24, 2026
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"
Thrift Stock Plan financial
"acquired through the Cullen/Frost Bankers, Inc. Thrift Stock Plan"

FAQ

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

What did CFR officer Kenneth L. Wilson report on October 24, 2026?

Kenneth L. Wilson, GEVP Chief Wealth Officer, converted 3,125 restricted stock units into 3,125 common shares. The report also lists 1,230 shares delivered or withheld for payment of exercise price or tax liability at $157.05 per share. No Rule 10b5-1 plan is reported.

What did each CFR restricted stock unit represent?

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

Did any CFR shares come through the Thrift Stock Plan?

Yes. The reported 3,125 common shares acquired include 232 shares acquired through the Cullen/Frost Bankers, Inc. Thrift Stock Plan.

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

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Wilson Kenneth L.

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
GEVP Chief Wealth Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/24/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, $0.01 par value10/24/2026M3,125A$03,583(1)D
Common Stock, $0.01 par value10/24/2026F1,230D$157.052,353D
Common Stock, $0.01 par value302.364IThrough 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$0(2)10/24/2026M3,125 (3) (3)Common Stock, $0.01 par value3,125$00D
Explanation of Responses:
1. Includes 232 shares acquired through the Cullen/Frost Bankers, Inc. Thrift Stock Plan.
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/ Kenneth L. Wilson, by Kirsten Irwin under POA10/26/2026
** Signature of Reporting PersonDate
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)

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