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Cullen/Frost's Henson converts award to 707 shares

CFR's chief accounting officer's reported positions after the transaction include 5,545 direct depositary shares and 6,593 common shares through the 401(k) Plan.

(Neutral)

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Form Type
4

Rhea-AI Filing Summary

Cullen/Frost Bankers, Inc. Chief Accounting Officer Matthew Bradley Henson converted 707 restricted stock units into 707 common shares on October 24, 2026. The reported RSU balance following the conversion was 0. The same-day report lists 173 common shares delivered or withheld for payment of exercise price or tax liability, at a reported $157.05 per share. Henson's reported post-transaction holdings include 5,545 direct depositary shares and 6,593 common shares held indirectly through the 401(k) Plan.

Insider Henson Matthew Bradley
Role Chief Accounting Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F3 707 $0.00 $0.00
Exercise Common Stock, $0.01 par value 707 $0.00 $0.00
Exercise Price or Tax Liability Common Stock, $0.01 par value 173 $157.05 $27K
holding Depositary Share F1 -- -- --
holding Common Stock, $0.01 par value -- -- --
Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock, $0.01 par value — 851 shares (Direct); Depositary Share — 5,545 shares (Direct); Common Stock, $0.01 par value — 6,592.548 shares (Indirect, Through 401(k) Plan)
Footnotes (3)
  1. F1. Each depositary shares represents 1/40th interest in a share of our 4.450% Non-Cumulative Perpetual Preferred Stock Series B
  2. F2. Each restricted stock unit represents the right to receive one share of Cullen/Frost common stock.
  3. F3. Cliff vested three years from the date of grant.
Restricted stock units converted 707 units October 24, 2026
Common shares acquired 707 shares October 24, 2026
RSU balance following conversion 0 units Reported after the October 24, 2026 transaction
Shares delivered or withheld for payment 173 shares Payment of exercise price or tax liability on October 24, 2026
Reported per-share price $157.05 per share Code F transaction on October 24, 2026
Direct depositary-share holdings 5,545 shares Reported following the October 24, 2026 transaction
Common shares held through the 401(k) Plan 6,593 shares Indirect holdings reported following the October 24, 2026 transaction
Restricted Stock Units financial
"Each restricted stock unit represents the right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Depositary Share financial
"Each depositary shares represents 1/40th interest in a share"
A depositary share is a special type of stock that represents ownership in a company but is traded on the stock market like regular shares. It often makes it easier for people to buy and sell shares of companies from other countries or smaller companies that don’t list directly on big exchanges.
Non-Cumulative Perpetual Preferred Stock Series B financial
"4.450% Non-Cumulative Perpetual Preferred Stock Series B"
Cliff vested financial
"Cliff vested three years from the date of grant"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many CFR restricted stock units did Matthew Bradley Henson convert?

Matthew Bradley Henson converted 707 restricted stock units into 707 common shares on October 24, 2026. The reported RSU balance following the conversion was 0.

How many CFR shares were delivered or withheld for payment?

The report lists 173 common shares delivered or withheld for payment of exercise price or tax liability, at a reported $157.05 per share.

What does a CFR depositary share represent?

Each depositary share represents a 1/40th interest in one share of Cullen/Frost Bankers' 4.450% Non-Cumulative Perpetual Preferred Stock Series B.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
Henson Matthew Bradley

(Last)(First)(Middle)
111 W. HOUSTON ST

(Street)
SAN ANTONIO TEXAS 78205

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
CULLEN/FROST BANKERS, INC. [ CFR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/24/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, $0.01 par value10/24/2026M707A$01,024D
Common Stock, $0.01 par value10/24/2026F173D$157.05851D
Depositary Share5,545(1)D
Common Stock, $0.01 par value6,592.548IThrough 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$0(2)10/24/2026M707 (3) (3)Common Stock, $0.01 par value707$00D
Explanation of Responses:
1. Each depositary shares represents 1/40th interest in a share of our 4.450% Non-Cumulative Perpetual Preferred Stock Series B
2. Each restricted stock unit represents the right to receive one share of Cullen/Frost common stock.
3. Cliff vested three years from the date of grant.
Remarks:
Matt Henson, under POA by Kirsten Irwin10/26/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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