Cullen/Frost (CFR) CEO Green reports stock award and share sale

Rhea-AI Filing Summary

Cullen/Frost Bankers Chairman and CEO Phillip D. Green reported stock transactions dated February 5, 2026. He acquired 9,124 shares of common stock at $0, representing shares earned from performance stock units granted in October 2022 for a three-year performance period ending December 31, 2025. He also sold 3,601 shares of common stock at $143.60 per share. After these transactions, he directly owned 111,791 shares, with additional indirect holdings through trusts for children, his spouse, and a 401(k) plan.

Insider Trade Summary

Net Buyer: 5,523 shares

Net Buy 5 txns

Insider GREEN PHILLIP D

Role Chairman and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value	9,124	$0.00	$0.00
Disposition	Common Stock, $0.01 par value	3,601	$143.60	$517K
holding	Common Stock, $0.01 par value	--	--	--
holding	Common Stock, $0.01 par value	--	--	--
holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Common Stock, $0.01 par value — 111,791 shares (Direct); 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); Common Stock, $0.01 par value — 373.04 shares (Indirect, Through 401(k) Plan)

Footnotes (3)

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 972 shares acquired through the Cullen/Frost Bankers, Inc. Thrift Stock Plan.
3. F3. Some of Mr. Green's children are beneficiaries of trusts of which Mr. Green is a trustee.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/09/2026 - 10:23 AM Learn about SEC filing dates

FAQ

What insider transactions did CFR Chairman and CEO Phillip Green report?

Phillip D. Green reported two main transactions in Cullen/Frost Bankers stock. He acquired 9,124 common shares at $0 from earned performance stock units and sold 3,601 common shares at $143.60 per share, both dated February 5, 2026.

How many Cullen/Frost (CFR) shares did Phillip Green acquire from performance units?

Phillip D. Green acquired 9,124 Cullen/Frost common shares at $0. These represent shares earned from performance stock units granted on October 25, 2022 for a three-year performance period ending December 31, 2025, approved on February 5, 2026.

How many Cullen/Frost (CFR) shares did Phillip Green sell and at what price?

Phillip D. Green sold 3,601 Cullen/Frost common shares at $143.60 per share on February 5, 2026. This disposition reduced his directly held position while other direct and indirect holdings remain reported in the filing.

What are Phillip Green’s direct Cullen/Frost (CFR) share holdings after the transactions?

After the February 5, 2026 transactions, Phillip D. Green directly owned 111,791 Cullen/Frost common shares. This figure reflects both the 9,124-share acquisition from performance stock units and the 3,601-share sale reported in the same Form 4.

What indirect Cullen/Frost (CFR) holdings are attributed to Phillip Green?

Indirectly, 38,865 Cullen/Frost shares are held in trusts for his children, 1,100 shares are held by his spouse, and 373.04 shares are held through a 401(k) plan, all reported as indirect beneficial ownership relationships.

What do the performance stock unit footnotes in the CFR Form 4 explain?

The footnotes explain that the 9,124 acquired shares are earned from performance stock units granted October 25, 2022 for a three-year performance period ending December 31, 2025, approved 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^*

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)
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		9,124	A	$0(1)	115,392(2)	D
Common Stock, $0.01 par value	02/05/2026		D		3,601	D	$143.6	111,791	D
Common Stock, $0.01 par value								38,865	I	Trusts for children(3)
Common Stock, $0.01 par value								1,100	I	By Spouse
Common Stock, $0.01 par value								373.04	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 972 shares acquired through the Cullen/Frost Bankers, Inc. Thrift Stock Plan.

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

Remarks:

	/s/ Phillip D. Green, 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.