Cullen/Frost (CFR) Form 4: 1,992 RSUs vested; 783 withheld

Cullen/Frost Bankers, Inc. (CFR) — insider ownership update.

Rhea-AI Filing Summary

Cullen/Frost Bankers, Inc. (CFR) — insider ownership update. A company officer reported the vesting and settlement of 1,992 restricted stock units into common stock on 10/25/2025 (Code M) at a stated price of $0, consistent with RSU settlement mechanics.

To cover taxes, 783 shares were withheld on the same date at $124.86 per share (Code F). Following these transactions, the officer directly owned 19,049 common shares. In addition, the filing lists 15,634.163 shares held indirectly through a 401(k) Plan. The RSUs cliff vested three years from the 10/25/2022 grant date, with each unit representing one share.

Insights

Corporate governance analyst

Routine Form 4: RSU vesting with tax withholding; neutral impact.

The filing shows an RSU settlement of 1,992 shares (Code M) converting at $0, which is typical for equity awards that deliver shares upon vesting. The accompanying 783-share entry (Code F) reflects shares withheld to satisfy taxes at $124.86 per share.

Post‑transaction direct holdings are 19,049 shares, with an additional 15,634.163 shares noted in a 401(k) Plan. These are administrative equity movements rather than open‑market sales or purchases, so they generally do not change the investment thesis.

Insider Trade Summary

1,992 shares exercised/converted

Exercise 4 txns

Insider Alonzo Annette M

Role GEVP Chief HR Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,992	$0.00	$0.00
Exercise	Common Stock, $0.01 par value	1,992	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, $0.01 par value	783	$124.86	$98K
holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock, $0.01 par value — 19,049 shares (Direct); Common Stock, $0.01 par value — 15,634.163 shares (Indirect, Through 401(k) Plan)

Footnotes (2)

1. F1. Each restricted stock unit represents the right to receive one share of Cullen/Frost common stock.
2. F2. Cliff vested three years from grant date of 10/25/2022.

FAQ

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

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

An officer reported settlement of 1,992 RSUs into common stock on 10/25/2025 and a tax withholding of 783 shares.

How many RSUs vested for CFR’s officer and when?

1,992 RSUs vested and settled on 10/25/2025; each unit equals one share.

What was the tax withholding related to the RSU vest for CFR?

783 shares were withheld for taxes at $124.86 per share (Code F).

What are the officer’s direct CFR share holdings after the transactions?

Direct beneficial ownership is 19,049 common shares after the reported transactions.

Does the filing show any indirect holdings for CFR’s officer?

Yes, it lists 15,634.163 shares held indirectly through a 401(k) Plan.

What is the vesting schedule disclosed for the RSUs?

The RSUs cliff vested three years from the grant date of 10/25/2022.

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

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Accepted by SEC EDGAR 10/27/2025 - 12:31 PM 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^*

Alonzo Annette M

(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 Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2025

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	10/25/2025		M		1,992	A	$0	19,832	D
Common Stock, $0.01 par value	10/25/2025		F		783	D	$124.86	19,049	D
Common Stock, $0.01 par value								15,634.163	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
Restricted Stock Units	(1)	10/25/2025		M			1,992	(2)	(2)	Common Stock	1,992	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents the right to receive one share of Cullen/Frost common stock.

2. Cliff vested three years from grant date of 10/25/2022.

Remarks:

	/s/ Annette M. Alonzo, by Kirsten Irwin under POA	10/27/2025
	** 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.