Cullen/Frost Bankers (CFR) CEO Phillip D. Green reports 2,892-share gift

Rhea-AI Filing Summary

Cullen/Frost Bankers, Inc. insider transaction: Chairman and CEO Phillip D. Green, who is also a director of Cullen/Frost Bankers, Inc. (ticker CFR), reported a gift of 2,892 shares of common stock on 12/05/2025, at a reported price of $0 per share (transaction code G, which indicates a gift.

Following this transaction, Mr. Green directly owns 105,296 shares of Cullen/Frost common stock. He also reports indirect ownership of 38,865 shares held in trusts for his children, 1,100 shares held by his spouse, and 370.206 shares held through a 401(k) plan. The filing notes that some of Mr. Green's children are beneficiaries of trusts for which he serves as trustee.

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^*

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)
12/05/2025

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	12/05/2025		G		2,892	D	$0	105,296	D
Common Stock, $0.01 par value								38,865	I	Trusts for children(1)
Common Stock, $0.01 par value								1,100	I	By Spouse
Common Stock, $0.01 par value								370.206	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. Some of Mr. Green's children are beneficiaries of trusts of which Mr. Green is a trustee.

Remarks:

	/s/ Phillip D. Green, by Kirsten Irwin under POA	12/05/2025
	** 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.

FAQ

What did Cullen/Frost Bankers (CFR) report in this Form 4 filing?

The filing reports that Chairman and CEO Phillip D. Green, who is also a director of Cullen/Frost Bankers, Inc., made a gift of 2,892 shares of Cullen/Frost common stock on 12/05/2025, coded as transaction type G (gift) at a reported price of $0 per share.

How many Cullen/Frost (CFR) shares does the insider own after the reported transaction?

After the reported gift, Mr. Green directly owns 105,296 shares of Cullen/Frost common stock. In addition, he indirectly owns 38,865 shares through trusts for his children, 1,100 shares through his spouse, and 370.206 shares through a 401(k) plan.

What does transaction code G mean in the Cullen/Frost (CFR) Form 4?

In this Form 4, the transaction code G indicates that the reported movement of 2,892 Cullen/Frost common shares was a gift, rather than a sale or purchase in the open market.

What indirect holdings does Phillip D. Green report in Cullen/Frost (CFR)?

Mr. Green reports indirect ownership of Cullen/Frost common stock as follows: 38,865 shares held in trusts for children, 1,100 shares held by his spouse, and 370.206 shares held through a 401(k) plan.

What explanation is provided about the trusts in this Cullen/Frost (CFR) insider filing?

The explanation notes that some of Mr. Green's children are beneficiaries of trusts for which he serves as trustee, which relates to the 38,865 indirectly owned shares reported in the filing.