Form 4: CFR CEO Phillip D. Green granted 24,343 RSUs, 3-year cliff

Rhea-AI Filing Summary

Cullen/Frost Bankers (CFR) reported an insider equity award. Chairman and CEO Phillip D. Green received 24,343 restricted stock units on 10/28/2025. Each RSU represents one share of common stock and the award cliff vests three years from the grant date. The filing lists 24,343 derivative securities beneficially owned directly at grant and a price of $0, indicating an equity grant rather than an open-market purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider GREEN PHILLIP D

Role Chairman and CEO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	24,343	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 24,343 shares (Direct)

Footnotes (2)

1. F1. Each restricted stock unit represents the right to receive one share of Cullen/Frost common stock.
2. F2. The restricted stock unit award cliff vests three years from the date of grant.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/30/2025 - 05:11 PM Learn about SEC filing dates

FAQ

What did Cullen/Frost (CFR) disclose in this Form 4?

The Chairman and CEO, Phillip D. Green, was granted 24,343 restricted stock units on 10/28/2025.

How many RSUs were granted to CFR’s CEO?

The grant covers 24,343 RSUs.

What does each RSU represent for CFR?

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

What is the vesting schedule for the RSUs at CFR?

The award cliff vests three years from the date of grant.

Was this an open-market purchase by the CFR CEO?

No. The filing shows a grant at $0, indicating an equity award rather than a market purchase.

Is the ownership listed as direct or indirect?

The RSUs are listed as directly owned.

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 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2025

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

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)	10/28/2025		A		24,343		(2)	(2)	Common Stock	24,343	$0	24,343	D

Explanation of Responses:

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

2. The restricted stock unit award cliff vests three years from the date of grant.

Remarks:

	/s/ Phillip D. Green, by Kirsten Irwin under POA	10/30/2025
	** 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.