Form 4 - Statement of changes in beneficial ownership of securities

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

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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^*

FROST PATRICK B

(Last)

(First)

(Middle)

111 WEST HOUSTON STREET

SUITE 100

(Street)

SAN ANTONIO

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value	03/05/2024		A		3,109	A	$0⁽¹⁾	255,837	D
Common Stock, $0.01 par value	03/05/2024		D		1,192	D	$114.03	254,645⁽²⁾	D
Common Stock, $0.01 par value								5,261.3	I⁽³⁾	Through Trust (Marital Trust B)
Common Stock, $0.01 par value30773.70								30,773.7	I⁽⁴⁾	Through Trust (Family Trust B)
Common Stock, $0.01 par value								30,773.7	I⁽⁵⁾	Through Trust (Family Trust B fbo Pat B. Frost)
Common Stock, $0.01 par value								30,773.7	I⁽⁴⁾	Through Trust (Family Trust B fbo Tom C. Frost III)
Common Stock, $0.01 par value								30,773.7	I⁽⁴⁾	Through Trust (Family Trust B fbo Donald B. Frost)
Common Stock, $0.01 par value								30,773.79	I⁽⁴⁾	Through Trust (Family Trust B. fbo William H. Frost)
Common Stock, $0.01 par value								25,045	I⁽³⁾	Through Trust (Legacy Trust)
Common Stock, $0.01 par value								22,003.2	I⁽⁴⁾	Through Trust (Legacy Trust fbo Tom Frost III)
Common Stock, $0.01 par value								22,003.2	I⁽⁴⁾	Through Trust (Legacy Trust fbo Donald B. Frost)
Common Stock, $0.01 par value								22,003.2	I⁽⁴⁾	Through Trust (Legacy Trust fbo William H. Frost
Common Stock, $0.01 par value								30,351.2	I⁽⁵⁾	Through Trust (Legacy Trust fbo Pat B. Frost)
Common Stock, $0.01 par value								30,351.2	I⁽⁴⁾	Through Trust (Legacy Trust fbo Tom C. Frost III)
Common Stock, $0.01 par value								30,352.2	I⁽⁴⁾	Through Trust (Legacy Trust fbo Donald B. Frost )
Common Stock, $0.01 par value								30,351.2	I⁽⁴⁾	Through Trust (Legacy Trust fbo William H. Frost )
Common Stock, $0.01 par value								10,612	I⁽⁶⁾	Through Trust
Common Stock, $0.01 par value								16,870.88	I⁽⁷⁾	Through Estate
Common Stock, $0.01 par value								46,555.87	I⁽⁶⁾	Through Trust
Common Stock, $0.01 par value								630	I⁽⁸⁾	By Spouse
Common Stock, $0.01 par value								2,700	I⁽⁹⁾	Through Trust
Common Stock, $0.01 par value								1,486.44	I⁽¹⁰⁾	Through Limited Liability Company
Common Stock, $0.01 par value								477	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares earned for the performance stock units (PSUs) granted in 2020 for the three-year performance period ending December 31, 2023 as approved by the Compensation & Benefits Committee of the Board of Directors on March 5, 2024.

2. Includes 304 shares transferred from Thrift Stock Plan.

3. Reflects shares of Common Stock held through a trust of which Mr. Frost is the sole trustee and Mr. Frost and his siblings are beneficiaries. Mr. Frost disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

4. Reflects shares of Common Stock held through a trust of which Mr. Frost is the sole trustee and one of his siblings is the sole beneficiary. Mr. Frost disclaims beneficial ownership of these shares except to the extent of his pecuniary interest

5. Reflects shares of Common Stock held through a trust of which Mr. Frost is the sole trustee and beneficiary.

6. Reflects shares of Common Stock held through a trust of which Mr. Frost is the sole trustee and Mr. Frost and his children are beneficiaries. Mr. Frost disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

7. Reflects shares of Common Stock held through an estate of which Mr. Frost is the executor and beneficiary. Mr. Frost disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

8. Mr. Frost disclaims beneficial ownership of these shares.

9. Reflects shares of Common Stock held by separate trusts of which Frost Bank is the sole trustee and Mr. Frost's children are beneficiaries. Mr. Frost disclaims beneficial ownership of these shares.

10. Reflects shares of Common Stock held through a limited liability company of which Mr. Frost is the manager.

	/s/ Susan Murr by POA from Patrick B. Frost	03/07/2024
	** 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.
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