CFR insider settles 2,097 RSUs; 825 shares sold for taxes

Rhea-AI Filing Summary

Cullen/Frost Bankers, Inc. (CFR) reported an insider equity transaction by Coolidge E. Rhodes, Jr., Group EVP, General Counsel/Secretary. On 10/25/2025, 2,097 restricted stock units converted into common stock (code M) at $0, reflecting settlement of awards that cliff vested three years from the 10/25/2022 grant.

The filer disposed of 825 shares at $124.86 (code F), typically for tax withholding. Following these transactions, beneficial ownership was 4,495 shares direct and 733.933 shares indirect through a 401(k) plan.

Insider Trade Summary

Net Buyer: 1,272 shares

Net Buy 4 txns

Insider Rhodes Coolidge E JR

Role Group EVP General Counsel/Sec

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,097	$0.00	$0.00
Exercise	Common Stock, $0.01 par value	2,097	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, $0.01 par value	825	$124.86	$103K
holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock, $0.01 par value — 4,495 shares (Direct); Common Stock, $0.01 par value — 733.933 shares (Indirect, Through 401(k) Plan)

Footnotes (2)

1. F1. Each restricted stock unit represents the right to receive one share of Cullen/Frost common stock.
2. F2. Cliff vested three years from grant date of 10/25/2022.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/27/2025 - 12:40 PM Learn about SEC filing dates

FAQ

What insider transaction did CFR report on Form 4?

On 10/25/2025, 2,097 restricted stock units converted to common stock (code M), and 825 shares were disposed of at $124.86 (code F).

Who was the reporting person in CFR’s filing?

Coolidge E. Rhodes, Jr., Group EVP, General Counsel/Secretary.

How many shares did the insider acquire and dispose?

Acquired 2,097 shares via RSU settlement and disposed of 825 shares at $124.86.

What are the insider’s holdings after the transactions?

4,495 shares direct and 733.933 shares indirect through a 401(k) plan.

What does transaction code M and F mean here?

M indicates RSU conversion to common stock; F indicates shares withheld/disposed to cover taxes.

When did the RSUs vest?

They cliff vested three years from the grant date of 10/25/2022.

What is the title of the reporting person at CFR (ticker CFR)?

Group EVP, General Counsel/Secretary.

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^*

Rhodes Coolidge E JR

(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)
	Group EVP General Counsel/Sec

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2025

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	10/25/2025		M		2,097	A	$0	5,320	D
Common Stock, $0.01 par value	10/25/2025		F		825	D	$124.86	4,495	D
Common Stock, $0.01 par value								733.933	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	(1)	10/25/2025		M			2,097	(2)	(2)	Restricted Stock Units	2,097	$0	0	D

Explanation of Responses:

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

2. Cliff vested three years from grant date of 10/25/2022.

Remarks:

	/s/ Coolidge E. Rhodes, Jr. by Kirsten Irwin under POA	10/27/2025
	** 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.