CFR CEO RSU vest: 11,097 shares; 4,366 withheld for taxes

Cullen/Frost Bankers (CFR) Chairman and CEO Phillip D. Green reported an equity award vest and related tax withholding.

Rhea-AI Filing Summary

Cullen/Frost Bankers (CFR) Chairman and CEO Phillip D. Green reported an equity award vest and related tax withholding. On 10/25/2025, 11,097 shares of common stock were acquired at $0 following the vesting of restricted stock units (Code M). To cover taxes, 4,366 shares were withheld at $124.86 (Code F). Following these transactions, he directly owned 108,188 common shares.

Indirect holdings were also reported: 370.206 shares through a 401(k) plan, 38,865 shares held in trusts for children, and 1,100 shares by spouse. The reported RSU grant cliff vested three years from the 10/25/2022 grant date.

Insider Trade Summary

11,097 shares exercised/converted

Exercise 6 txns

Insider GREEN PHILLIP D

Role Chairman and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	11,097	$0.00	$0.00
Exercise	Common Stock, $0.01 par value	11,097	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, $0.01 par value	4,366	$124.86	$545K
holding	Common Stock, $0.01 par value	--	--	--
holding	Common Stock, $0.01 par value	--	--	--
holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock, $0.01 par value — 108,188 shares (Direct); Common Stock, $0.01 par value — 370.206 shares (Indirect, Through 401(k) Plan); Common Stock, $0.01 par value — 38,865 shares (Indirect, Trusts for children); Common Stock, $0.01 par value — 1,100 shares (Indirect, By Spouse)

Footnotes (3)

1. F1. Some of Mr. Green's children are beneficiaries of trusts of which Mr. Green is a trustee.
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 grant date of 10/25/2022.

FAQ

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

What did CFR’s CEO report on Form 4?

Phillip D. Green reported the vesting of 11,097 restricted stock units into common shares and a tax withholding of 4,366 shares.

What was the transaction date for the CFR insider activity?

The transactions occurred on 10/25/2025.

How many CFR shares does the CEO now hold directly?

After the transactions, he directly held 108,188 common shares.

What price was used for tax withholding on CFR shares?

Shares were withheld at $124.86 to satisfy tax obligations.

What indirect CFR holdings were disclosed?

370.206 shares via a 401(k) plan, 38,865 in trusts for children, and 1,100 by spouse.

What do the transaction codes M and F mean here?

Code M reflects RSU share acquisition upon vesting at $0. Code F reflects shares withheld to cover taxes.

When did the RSUs vest for CFR’s CEO?

They cliff vested three years from the 10/25/2022 grant date, on 10/25/2025.

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

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Accepted by SEC EDGAR 10/27/2025 - 12:38 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^*

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)
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		11,097	A	$0	112,554	D
Common Stock, $0.01 par value	10/25/2025		F		4,366	D	$124.86	108,188	D
Common Stock, $0.01 par value								370.206	I	Through 401(k) Plan
Common Stock, $0.01 par value								38,865	I	Trusts for children(1)
Common Stock, $0.01 par value								1,100	I	By Spouse

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	(2)	10/25/2025		M			11,097	(3)	(3)	Common Stock	11,097	$0	0	D

Explanation of Responses:

1. Some of Mr. Green's children are beneficiaries of trusts of which Mr. Green is a trustee.

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

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

Remarks:

	/s/ Phillip D. Green, 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.