Cullen/Frost EVP Rhodes logs stock award, sale

Cullen/Frost Bankers executive Coolidge E. Rhodes Jr., Group EVP and General Counsel/Secretary, reported both a stock award and a sale of company shares.

Rhea-AI Filing Summary

Cullen/Frost Bankers executive Coolidge E. Rhodes Jr., Group EVP and General Counsel/Secretary, reported both a stock award and a sale of company shares. On February 5, 2026, he acquired 1,724 shares of common stock at $0, representing shares earned from performance stock units granted on October 25, 2022 for a three-year period ending December 31, 2025, as approved by the Compensation & Benefits Committee.

On the same date, he sold 716 shares of common stock at $143.6 per share. After these transactions, he directly owned 4,610 shares and indirectly held 765.644 shares through a 401(k) plan. His reported holdings also include 302 shares acquired through the Cullen/Frost Bankers, Inc. Thrift Stock Plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Rhodes Coolidge E JR

Role Group EVP General Counsel/Sec

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value	1,724	$0.00	$0.00
Disposition	Common Stock, $0.01 par value	716	$143.60	$103K
holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Common Stock, $0.01 par value — 4,610 shares (Direct); Common Stock, $0.01 par value — 765.644 shares (Indirect, Through 401(k) Plan)

Footnotes (2)

1. F1. 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. F2. Includes 302 shares acquired through the Cullen/Frost Bankers, Inc. Thrift Stock Plan.

FAQ

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What insider transactions did CFR executive Coolidge E. Rhodes Jr. report?

Coolidge E. Rhodes Jr. reported receiving 1,724 Cullen/Frost Bankers common shares at $0 from earned performance stock units and selling 716 shares at $143.6 on February 5, 2026. These transactions reflect routine executive compensation and portfolio management activity.

How many Cullen/Frost (CFR) shares did Rhodes acquire in this Form 4?

He acquired 1,724 shares of Cullen/Frost Bankers common stock at a price of $0. These shares were earned from performance stock units granted on October 25, 2022 for a three-year performance period ending December 31, 2025, approved on February 5, 2026.

How many Cullen/Frost (CFR) shares did Rhodes sell and at what price?

Rhodes sold 716 shares of Cullen/Frost Bankers common stock at $143.6 per share on February 5, 2026. This sale followed the share issuance from earned performance stock units on the same date, as reflected in the Form 4 filing.

What are Coolidge E. Rhodes Jr.’s CFR share holdings after these transactions?

After the reported transactions, Rhodes directly owned 4,610 Cullen/Frost Bankers common shares. He also held 765.644 additional shares indirectly through a 401(k) plan, giving him both direct and retirement-plan exposure to the company’s stock.

What is the origin of the 1,724 Cullen/Frost shares reported as acquired?

The 1,724 shares represent stock earned from performance stock units granted on October 25, 2022. The award covered a three-year performance period ending December 31, 2025 and was approved by the Compensation & Benefits Committee on February 5, 2026.

How are retirement and thrift plan shares reflected for CFR insider Rhodes?

The filing shows 765.644 Cullen/Frost shares held indirectly through a 401(k) plan. It also notes that his reported holdings include 302 shares acquired through the Cullen/Frost Bankers, Inc. Thrift Stock Plan, consolidating these plan-based positions in his beneficial ownership.

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Accepted by SEC EDGAR 02/09/2026 - 10:21 AM 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^*

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)
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		1,724	A	$0(1)	5,326(2)	D
Common Stock, $0.01 par value	02/05/2026		D		716	D	$143.6	4,610	D
Common Stock, $0.01 par value								765.644	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 302 shares acquired through the Cullen/Frost Bankers, Inc. Thrift Stock Plan.

Remarks:

	/s/ Coolidge E. Rhodes, Jr. by Kirsten Irwin under POA	02/09/2026
	** 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.