Cullen/Frost (CFR) HR chief logs PSU share vesting and stock sale

Rhea-AI Filing Summary

Cullen/Frost Bankers, Inc. executive Annette M. Alonzo, GEVP Chief HR Officer, reported stock transactions in common shares. On February 5, 2026, she acquired 1,638 shares at $0, representing shares earned from performance stock units granted in October 2022 for a three-year performance period ending December 31, 2025.

On the same date, she disposed of 690 shares at $143.6 per share. After these transactions, she directly owned 20,131 common shares, which include 134 shares acquired through the company’s Thrift Stock Plan, and indirectly held 15,800.948 shares through a 401(k) plan.

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^*

Alonzo Annette M

(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 HR Officer

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		1,638	A	$0(1)	20,821(2)	D
Common Stock, $0.01 par value	02/05/2026		D		690	D	$143.6	20,131	D
Common Stock, $0.01 par value								15,800.948	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 134 shares acquired through the Cullen/Frost Bankers, Inc. Thrift Stock Plan.

Remarks:

	/s/ Annette M. Alonzo, by Kirsten Irwin under POA	02/06/2026
	** 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.
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FAQ

What insider transactions did CFR executive Annette Alonzo report?

Annette Alonzo reported acquiring 1,638 Cullen/Frost common shares at $0 and selling 690 shares at $143.6 on February 5, 2026. The acquisition reflects earned performance stock units for a three-year period ending December 31, 2025.

What is Annette Alonzo’s role at Cullen/Frost Bankers (CFR)?

Annette M. Alonzo is an officer of Cullen/Frost Bankers, Inc., serving as GEVP Chief HR Officer. Her Form 4 filing shows stock transactions and updated ownership, providing transparency into insider holdings and compensation-related share activity.

How many Cullen/Frost (CFR) shares does Annette Alonzo own after the Form 4?

Following the reported transactions, Annette Alonzo directly owns 20,131 Cullen/Frost common shares and indirectly holds 15,800.948 shares through a 401(k) plan. The direct holdings include 134 shares acquired through the company’s Thrift Stock Plan.

What does the zero-price stock acquisition mean in the CFR Form 4?

The zero-price acquisition of 1,638 Cullen/Frost shares reflects vesting of performance stock units rather than an open-market purchase. These shares were earned for a three-year performance period and approved by the Compensation & Benefits Committee on February 5, 2026.

When were the Cullen/Frost performance stock units granted to Annette Alonzo?

The performance stock units underlying the 1,638 acquired shares were granted on October 25, 2022. They covered a three-year performance period ending December 31, 2025, with the resulting shares approved by the board’s Compensation & Benefits Committee on February 5, 2026.

How are some of Annette Alonzo’s Cullen/Frost (CFR) shares held indirectly?

Annette Alonzo indirectly holds 15,800.948 Cullen/Frost common shares through a 401(k) plan. Indirect ownership means the shares are in a retirement or benefit account, rather than directly registered in her name, but are still reported for beneficial ownership disclosure.