GREEN PHILLIP D 4

What Happened

• Phillip D. Green, Chairman and CEO of Cullen/Frost Bankers, Inc. (CFR), had performance stock units vest and received 9,124 shares (awarded at $0.00) and simultaneously had 3,601 shares disposed to the issuer at $143.60 per share, generating $517,104 on February 5, 2026.
• The award represents earned performance stock units from a grant made October 25, 2022 for the three-year performance period ending December 31, 2025. The disposition to the issuer is commonly used to satisfy withholding or similar obligations associated with vesting awards.

Key Details

• Transaction date: February 5, 2026.
• Award: 9,124 shares received (price reported $0.00); Footnote F1: shares earned for the Oct 25, 2022 PSU grant for the 3‑year period ending 12/31/2025, approved Feb 5, 2026.
• Disposition: 3,601 shares surrendered to the issuer at $143.60 per share, totaling $517,104 (code D — disposition to issuer).
• Footnotes: F2 notes 972 of the shares were acquired through the company Thrift Stock Plan; F3 notes some of Mr. Green’s children are beneficiaries of trusts of which he is trustee.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Filing timeliness: Report filed Feb 9, 2026 for transactions on Feb 5, 2026 (filed within the standard 2 business-day window).

Context

• The award is vesting of previously granted performance stock units (not a market purchase), which is a non‑cash compensation event. The simultaneous disposition to the issuer typically reflects share withholding to cover taxes or similar obligations rather than an open-market sale, and therefore doesn’t necessarily indicate a change in the insider’s market view.