Alonzo Annette M 4

What Happened

• Annette M. Alonzo, Group EVP & Chief HR Officer of Cullen/Frost Bankers, Inc. (CFR), had two related transactions reported for Feb 5, 2026: she was issued 1,638 shares as an award (price $0.00) and a disposition to the issuer of 690 shares at $143.60 each, totaling $99,084. The award represents earned performance stock units (PSUs) for the three‑year performance period ending Dec 31, 2025.

Key Details

• Transaction date: Feb 5, 2026; Form 4 filed Feb 9, 2026 (filed within the typical two-business-day window).
• Award: 1,638 shares issued at $0.00 (PSU settlement).
• Disposition: 690 shares at $143.60, proceeds $99,084, reported as "to the issuer" (Disposition code D).
• Footnotes: F1 — shares represent earned PSUs granted Oct 25, 2022 for the three‑year performance period ending Dec 31, 2025 and approved by the Compensation & Benefits Committee on Feb 5, 2026. F2 — includes 134 shares acquired through the Cullen/Frost Thrift Stock Plan.
• Post-transaction holdings: not specified in the information provided in this summary.

Context

• The 1,638-share entry is an equity award/settlement (not an open‑market purchase). Such awards reflect plan payouts based on prior performance criteria rather than a direct buy of stock.
• The disposition "to the issuer" often reflects shares surrendered to satisfy tax withholding or settlement requirements related to an award; the filing does not specify the exact reason. This type of transaction is common with equity awards and is not the same as an open-market sale signaling a change in conviction.