Cullen/Frost (NYSE: CFR) risk chief gets stock award and sells shares

Rhea-AI Filing Summary

Cullen/Frost Bankers executive Carol Jean Severyn, GEVP and Chief Risk Officer, reported stock transactions dated February 5, 2026. She acquired 1,681 shares of common stock at $0, representing shares earned from performance stock units for a three-year period ending December 31, 2025. On the same day, she disposed of 700 shares at $143.60 per share. Following these transactions, she directly owned 13,549 common shares and indirectly held 9,224.672 shares through a 401(k) plan.

Insider Trade Summary

Net Buyer: 981 shares

Net Buy 3 txns

Insider Severyn Carol Jean

Role GEVP and Chief Risk Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value	1,681	$0.00	$0.00
Disposition	Common Stock, $0.01 par value	700	$143.60	$101K
holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Common Stock, $0.01 par value — 13,549 shares (Direct); Common Stock, $0.01 par value — 9,224.672 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 226 shares acquired through the Cullen/Frost Bankers, Inc. Thrift Stock Plan.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/09/2026 - 10:20 AM Learn about SEC filing dates

FAQ

What insider transactions did CFR executive Carol Jean Severyn report?

Carol Jean Severyn reported acquiring 1,681 Cullen/Frost common shares at $0 and selling 700 shares at $143.60 on February 5, 2026. These transactions reflect both a performance-based stock award and a subsequent sale of a smaller portion of her holdings.

How many Cullen/Frost (CFR) shares does Carol Jean Severyn hold after this Form 4?

After the reported transactions, Carol Jean Severyn directly owned 13,549 Cullen/Frost shares. She also indirectly held 9,224.672 shares through a 401(k) plan, giving her a combined reported beneficial interest split between direct and retirement-plan holdings.

What was the nature of the zero-cost share acquisition by CFR’s risk chief?

The 1,681 shares acquired at $0 represent stock earned from performance stock units granted on October 25, 2022. These units vested for a three-year performance period ending December 31, 2025, as approved by the Compensation & Benefits Committee on February 5, 2026.

At what price did the Cullen/Frost executive sell shares in this filing?

In this Form 4, the Cullen/Frost executive sold 700 common shares at a price of $143.60 per share. This sale occurred on February 5, 2026 and followed the vesting and issuance of performance-based stock award shares.

What role does Carol Jean Severyn hold at Cullen/Frost Bankers (CFR)?

Carol Jean Severyn serves as Group Executive Vice President (GEVP) and Chief Risk Officer of Cullen/Frost Bankers, Inc. Her Form 4 filing reports personal beneficial ownership changes in the company’s common stock arising from performance stock unit vesting and share sales.

How were performance stock units involved in this CFR Form 4?

The Form 4 notes that 1,681 shares were earned from performance stock units granted on October 25, 2022. These units covered a three-year performance period ending December 31, 2025 and were approved for payout by the Compensation & Benefits Committee on February 5, 2026.

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^*

Severyn Carol Jean

(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)
	GEVP and Chief Risk Officer

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		1,681	A	$0(1)	14,249(2)	D
Common Stock, $0.01 par value	02/05/2026		D		700	D	$143.6	13,549	D
Common Stock, $0.01 par value								9,224.672	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 226 shares acquired through the Cullen/Frost Bankers, Inc. Thrift Stock Plan.

Remarks:

	/s/ Carol J. Severyn, 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.