Bracher Paul 4

What Happened

• Paul Bracher, President of Cullen/Frost Bankers, Inc. (CFR), was credited with 2,299 shares as an award (price $0.00) and concurrently had 940 shares disposed to the issuer at $143.60 each, totaling $134,984. The award represents performance stock units that vested at the end of the three‑year performance period.

Key Details

• Transaction date: February 5, 2026; Form 4 filed February 9, 2026 (timely).
• Award: 2,299 shares granted/credited at $0.00 (performance stock units).
• Disposition: 940 shares surrendered/disposed to the issuer at $143.60/share ($134,984).
• Net change from these transactions: +1,359 shares (2,299 acquired minus 940 surrendered).
• Footnotes: F1 — these shares were earned from PSUs granted Oct 25, 2022 for the three‑year period ending Dec 31, 2025 (approved Feb 5, 2026). F2 — includes 356 shares acquired through Cullen/Frost’s Thrift Stock Plan (as noted in the filing).
• The disposition was to the issuer (commonly used for tax withholding), not an open‑market sale.

Context

• This was a vesting/settlement of performance stock units, not a cash purchase or a market sale; the surrendered 940 shares are consistent with withholding to cover taxes or other required obligations. Such award vesting is routine compensation; it does not directly signal a buy or sell decision by the insider in the open market.