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  4. [Form 4] CULLEN/FROST BANKERS, INC. Insider Trading Activity

Cullen/Frost (CFR) director receives 630 Deferred Stock Units, total now 9,763

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MATTHEWS CHARLES W reported acquisition or exercise transactions in this Form 4 filing.

CULLEN/FROST BANKERS, INC. director Charles W. Matthews received a grant of 630 Deferred Stock Units on April 29, 2026. Each deferred stock unit represents the right to receive one share of common stock, so this award is tied directly to the company’s equity value.

The deferred stock units vested on April 29, 2026, but the actual common shares will be delivered only when Matthews experiences a separation from service with Cullen/Frost Bankers, Inc. After this grant, he holds a total of 9,763 Deferred Stock Units directly.

Positive

  • None.

Negative

  • None.
Insider MATTHEWS CHARLES W
Role null
Type Security Shares Price Value
Grant/Award Deferred Stock Units 630 $0.00 --
Holdings After Transaction: Deferred Stock Units — 9,763 shares (Direct, null)
Footnotes (1)
  1. Each deferred stock unit represents the right to receive one share of Cullen/Frost Bankers, Inc. common stock. The deferred stock units vested on April 29, 2026. Shares will be delivered to the reporting person on the date when the reporting person experiences a separation from service with Cullen/Frost Bankers, Inc.
Deferred Stock Units granted 630 units Grant to director on April 29, 2026
Deferred Stock Units after grant 9,763 units Total units held directly following transaction
Conversion ratio 1 unit : 1 share Each deferred stock unit equals one common share
Transaction price per unit $0.0000 Compensation grant, not a market purchase
Deferred Stock Units financial
"Each deferred stock unit represents the right to receive one share of Cullen/Frost Bankers, Inc. common stock."
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
vested financial
"The deferred stock units vested on April 29, 2026."
separation from service financial
"Shares will be delivered to the reporting person on the date when the reporting person experiences a separation from service with Cullen/Frost Bankers, Inc."
Form 4 Insider Transactions: What Each Field Means →
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*
MATTHEWS CHARLES W
(Last)(First)(Middle)
111 WEST HOUSTON STREET
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026		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
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
Deferred Stock Units(1)04/29/2026A630 (2) (2)Common Stock630$09,763D
Explanation of Responses:
1. Each deferred stock unit represents the right to receive one share of Cullen/Frost Bankers, Inc. common stock.
2. The deferred stock units vested on April 29, 2026. Shares will be delivered to the reporting person on the date when the reporting person experiences a separation from service with Cullen/Frost Bankers, Inc.
Remarks:
/s/ Charles W. Matthews, by Kirsten Irwin under POA05/27/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did CFR director Charles W. Matthews report?

Director Charles W. Matthews reported receiving 630 Deferred Stock Units tied to Cullen/Frost Bankers common stock. These units vested on April 29, 2026 and increase his total Deferred Stock Units to 9,763, aligning his compensation more closely with the company’s long-term share performance.

How many Deferred Stock Units does Charles W. Matthews hold in CFR after this filing?

After this award, Charles W. Matthews holds 9,763 Deferred Stock Units in Cullen/Frost Bankers. Each unit represents the right to receive one share of common stock, providing long-term equity-based compensation that depends on his continued service until separation from the company.

When do the new Cullen/Frost (CFR) Deferred Stock Units vest and settle?

The 630 Deferred Stock Units vested on April 29, 2026, the grant date. However, the underlying common shares will only be delivered when Matthews experiences a separation from service with Cullen/Frost Bankers, creating a deferred payout structure that extends beyond the vesting date.

What does each Deferred Stock Unit represent for Cullen/Frost (CFR) insiders?

Each Deferred Stock Unit represents the right to receive one share of Cullen/Frost Bankers common stock. This one-to-one relationship means the value of the units tracks the company’s share price, providing equity-based compensation that aligns insider interests with long-term shareholder outcomes.

Is the reported CFR insider transaction a market purchase or sale of stock?

The reported activity is not a market purchase or sale but a grant of 630 Deferred Stock Units as compensation. The units vested immediately, and actual common shares will be delivered later, when the director separates from service with Cullen/Frost Bankers, under the deferred plan’s terms.